As filed with the Securities and Exchange Commission on            
                                        Registration No.           

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

THE COMMERCE GROUP, INC.
(Exact name of registrant as specified in its charter)

     Massachusetts                                       04-2599931
   (State or other                                     (IRS Employer
    jurisdiction                                      Identification
   of Incorporation)                                        No.)

     211 Main Street       Webster, Massachusetts              01570
 (Address of principal executive offices)                  (Zip Code)

THE COMMERCE GROUP, INC. 401 (k) PLAN
(Full title of plan)

RANDALL V. BECKER,
TREASURER AND CHIEF ACCOUNTING OFFICER
THE COMMERCE GROUP, INC.
211 MAIN STREET
WEBSTER, MA 01570
(508) 943-9000
(Name, address and telephone
number of agent for service)

CALCULATION OF REGISTRATION FEE



<TABLE>
<CAPTION>

<S>                   <C>           <C>                   <C>                  <C>
                                     Proposed maximum     Proposed maximum     Amount of 
Title of securities   Amount being    offering price    aggregated offering   registration
to be registered(1)   registered(1)    per share(2  )         price(2)             fee

Common Stock,           1,585,166        $28.3125           $44,880,012          $13,240
$0.50 par value per share
</TABLE>

(1)  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.

(2)   Estimated solely for purposes of calculating the registration fee; 
based upon the price at which The Commerce 
Group, Inc. stock currently is being offered to the public in a 
best efforts offering.


(Page 1 of 8 pages; exhibit index on page 8)
<PAGE>


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3   Incorporation of Documents by Reference

	The following documents previously filed with the Securities and 
Exchange Commission (the "Commission") by The Commerce Group, Inc. (the 
"Registrant") (SEC File No. 0-16882) are incorporated herein by 
reference and made a part hereof as of the respective dates of filing of 
such documents:

		(1)  The Registrant's Annual Report on Form 10-K for the  
fiscal  year ended
 December 31, 1997;

		(2)  The Registrant's Quarterly Report on Form 10-Q filed 
with the Commission 
for the three month periods ended March 31, 1998 and 
June 30, 1998, respectively;

		(3)  The  description  of  the  Common  Stock  of the 
Registrant contained in the Registrant's Registration 
Statement on Form 8-A, filed with the Commission on 
April 27, 1988, pursuant to Section 12 of the Exchange 
Act, including any amendments or reports filed for the 
purpose of updating such description; and

	All documents which may be filed by the Registrant with the 
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 
Exchange Act subsequent to the date hereof and prior to the filing of a 
post-effective amendment which indicates that all securities offered 
hereunder have been sold or which deregisters all securities then 
remaining unsold, shall also be deemed to be incorporated herein by 
reference and to be made a part hereof from the date of filing of such 
documents.

ITEM 4   Description of Securities

	Not Applicable.

ITEM 5   Interests of Named Experts and Counsel

	Regan P. Remillard, General Counsel and Director of the 
Registrant, has rendered the legal opinion as to the validity of the 
Registrant's common stock.  Mr. Remillard is the son of the President 
and Chief Executive Officer of the Registrant.  Mr. Remillard is a 
stockholder of the Registrant (and is entitled to participate in the 
Plan).

ITEM 6   Indemnification of Directors and Officers

	The Company is a Massachusetts corporation.  Section 67 of the 
Massachusetts Business Corporation Law provides that, to the extent 
specified in or authorized by a corporation's Articles of Organization, 
a by-law adopted by the stockholders, or a stockholder vote, or for 
persons who are not directors, officers, employees, by a director vote, 
under certain conditions, a corporation may indemnify its directors, 
officers, employees and other agents, and persons who serve at its 
request as directors, officers, employees, or other agents of another 
organization, or who serve at its request in any capacity with respect 
to any matter as to which such a person shall have been adjudicated in 
any proceeding not to have acted in good faith in the reasonable belief 
that his action was in the best interest of the corporation or, to the 
extent to that such matter relates to service with respect to an 
employee benefit plan, in the best interests of the participants or 
beneficiaries of such employee benefit plan.






(Page 2 of 8 pages; exhibit index on page 8)
<PAGE>



ITEM 6   Indemnification of Directors and Officers (Continued)

Section 67 further provides that such indemnification may include 
payment by the corporation of the expenses incurred in defending an 
action or proceeding in advance of the final disposition of such action 
or proceeding if the person to whom advances are made agrees to repay 
them if he or she is not ultimately entitled to indemnification.  The 
promise to repay may be accepted by the corporation without reference to 
the final availability of the person to repay.  Any other rights such 
person may have to indemnification shall not be limited by the absence 
of an express provision providing for indemnification.  A person may 
purchase and maintain on behalf of the persons it has the power to 
indemnify liability insurance, whether or not the corporation would have 
the power to indemnify such persons under the statute against such 
liability.

	Article XI of the Company's By-Laws provides, in effect, that each 
director, officer, former director, former officer and each person who 
served at the request of the Company as a director, officer, partner, 
trustee, employee, agent, or nominee or any other entity shall be 
indemnified to the maximum extent permitted by law.  Article XI has 
received the requisite stockholder approval under Section 67 of the 
Massachusetts Business Corporation Law.

	Article VI of the Company's Articles of Organization eliminates 
the monetary liability of directors for certain breaches of fiduciary 
duty to the full extent now or hereafter permitted by the Massachusetts 
Business Corporation Law.  A director is not liable to the Company or 
its stockholders for any monetary damages for negligence or gross 
negligence in exercising his or her business judgment.  This provision 
does not change the standard of a director's duty of care and does not 
limit or eliminate the right of the Company or any stockholder to seek 
an injunction or any other non-monetary relief in the event of a breach 
of a director's duty of care.  A director will continue to be held 
liable for monetary damages for a breach of the duty of loyalty, bad 
faith, intentional misconduct, a knowing violation of law, an improper 
personal benefit and authorizing dividends, stock redemptions or 
repurchase, or loans to directors or officers which violate the 
Massachusetts Business Corporation Law.

	The Company has obtained director and officer liability insurance.


ITEM 7   Exemption from Registration Claimed

	Not Applicable.

ITEM 8   Exhibits

	See the Exhibit Index Attached hereto.

	The Internal Revenue Service (the "IRS") has determined that the 
prototype plan from which the Plan is adopted is, in form, a tax-
qualified employee benefit plan meeting the requirements of Section 
401(a) of the Internal Revenue Code of 1986, as amended.  (A copy of the 
IRS determination letter is included herewith as part of Exhibit 1)  
Recently, certain amendments to the Plan have been adopted.  The 
undersigned Registrant hereby undertakes to submit the Plan, as amended, 
to the IRS in a timely manner and to make those changes, if any, 
required by the IRS in order for the Plan to qualify as a tax-qualified 
employee benefit plan meeting the requirements of Section 401(a) of the 
Internal Revenue Code of 1986, as amended.








(Page 3 of 8 pages; exhibit index on page 8)
<PAGE>



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 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.

	(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 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.

	(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.

	(4)	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 Securities Exchange Act of 1934 (and, where applicable, 
each filing of an employee benefit plan's annual report 
pursuant to Section 15(d) of the Securities Exchange Act of 
1934) 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.

(b)	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 foregoing 
provisions, 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.



















(Page 4 of 8 pages; exhibit index on page 8)
<PAGE>




SIGNATURES

	The Registrant   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 Webster, 
State of Massachusetts, on the 21st day of August, 1998.

                                              THE COMMERCE GROUP, INC.



						By     ARTHUR J. REMILLARD, JR.
							  Arthur J. Remillard, Jr.
							President, Chief Executive
							   Officer and Director


	Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities indicated on the 21st day of August, 1998.


	Signature						Title


ARTHUR J. REMILLARD, JR.			President, Chief Executive 
Officer and 
(Arthur J. Remillard, Jr.)		Director


GERALD FELS					Executive Vice President, Chief
(Gerald Fels)					Financial Officer and Director


ARTHUR J. REMILLARD, III			Senior Vice President - 
Policyholder 
(Arthur J. Remillard, III)		Benefits, Assistant Clerk and 
Director


REGAN P. REMILLARD				Senior Vice President, General 
Counsel
(Regan P. Remillard)			President of Commerce West Insurance
							Company and Director


JOHN W. SPILLANE				Clerk and Director
(John W. Spillane)


RANDALL V. BECKER				Treasurer and Chief Accounting 
Officer
(Randall V. Becker)



(Page 5 of 8 pages; exhibit index on page 8)
<PAGE>


	Signature						Title


HERMAN F. BECKER				Director
(Herman F. Becker)


JOSEPH A. BORSKI, JR.			Director
(Joseph A. Borski, Jr.)


ERIC G. BULTER					Director
(Eric G. Butler)


HENRY J. CAMOSSE				Director
(Henry J. Camosse)


DAVID R. GRENON				Director
(David R. Grenon)


ROBERT W. HARRIS				Director
(Robert W. Harris)


ROBERT S. HOWLAND				Director
(Robert W. Howland)


JOHN J. KUNKEL					Director
(John J. Kunkel)


RAYMOND J. LAURING				Director
(Raymond J. Lauring)


ROGER E. LAVOIE				Director
(Roger E. Lavoie)


NORMAND R. MAROIS				Director
(Normand R. Marois)


SURYAKANT M. PATEL				Director
(Suryakant M. Patel)


(Page 6 of 8 pages; exhibit index on page 8)
<PAGE>



	Signature						Title


							Director
(Antranig A. Sahagian)


GURBACHAN SINGH				Director
(Gurbachan Singh)



	The Plan   Pursuant to the requirements of the Securities Act of 
1933, the trustee has duly caused this registration statement to be 
signed on its behalf by the undersigned, thereunto duly authorized, in 
the City of Webster, State of Massachusetts, on the 21st day of August 
1998.

                             THE COMMERCE GROUP, INC.
                              401(k) PLAN



				By   	RANDALL V. BECKER
					     Randall V. Becker
					Treasurer and Chief Accounting Officer


























(Page 7 of 8 pages; exhibit index on page 8)
<PAGE>




	EXHIBITS


1.	The Plan

2.	Opinion of The Commerce Group, Inc. General Counsel

3.	Consent of Ernst & Young LLP

4.	Consent of PricewaterhouseCoopers LLP



















































(Page 8 of 8 pages; exhibit index on page 8)
<PAGE>




________________________________________________________

MERRILL LYNCH

----------------
SPECIAL
---------------

PROTOTYPE DEFINED
CONTRIBUTION PLAN
ADOPTION AGREEMENT

________________________________________________________

401(k) PLAN

EMPLOYEE THRIFT PLAN 
PROFIT-SHARING PLAN


Letter Serial Number: D359287b
National Office Letter Date: 6/29/93




This Prototype Plan and Adoption Agreement are important legal 
instruments with legal and tax implications for which the Sponsor, 
Merrill Lynch, Pierce, Fenner & Smith, Incorporated, does not assume 
responsibility. The Employer is urged to consult with its own attorney 
with regard to the adoption of this Plan and its suitability to its 
circumstances.














<PAGE>


Adoption of Plan

The Employer named below hereby establishes or restates a profit-sharing 
plan that includes a 
1 401(k), 0 profit-sharing and/or 0 thrift plan feature (the "Plan") 
by adopting the Merrill Lynch Special Prototype Defined Contribution 
Plan and Trust as modified by the terms and provisions of this Adoption 
Agreement.

Employer and Plan Information

Employer Name:*             The Commerce Group, Inc.

Business Address:          211 Main Street

                                         Webster, MA 01570

Telephone Number:       (508) 943-9000

Employer Taxpayer ID Number:  04-2599931

Employer Taxable Year ends on:  December 31st

Plan Name:                   The Commerce Group, Inc.
                                     401k Plan

Plan Number:             002


Effective Date of Adoption     401(k)     Profit Sharing         Thrift
     or Restatement:     09/01/98             /    /              /    /

Original Effective Date:  /   /              /    /              /    /

If this Plan is a continuation or an amendment of a prior plan, all 
optional forms of benefits provided in the prior plan must be provided 
under this Plan to any Participant who had an account balance, whether 
or not vested, in the prior plan.

*    If there are any Participating Affiliates in this Plan, list below 
the proper name of each Participating Affiliate. 

           Commerce Holdings, Inc.; The Commerce Insurance Co.;
            Citation Insurance Co.; Commerce West Insurance Co.;.
            Bay Finance Co.; Clark-Prout Insurance Agency.

2
<PAGE>


ARTICLE I. Definitions

A.   "Compensation"

(1)  With respect to each Participant, except as provided below. 
Compensation shall mean the (select all those applicable for each 
column):

401(k) and/        Profit
  or Thrift         Sharing

         1                0      (a) amount reported in the "Wages 
Tips and Other Compensation" Box on Form W-2 for 
the applicable period selected in Item 5 below.

         0               0      (b) compensation for Code Section 415 
safe-harbor purposes (as defined in Section 
3.9.1 (H)(i) of basic plan document #03) for the 
applicable period selected in Item 5 below.

         0               0      (c) amount reported pursuant to Code 
Section 3401(a) for the applicable period 
selected in Item 5 below.

         0               0      (d) all amounts received (under 
options (a) (b) or (c) above) for personal 
services rendered to the Employer but excluding 
(select one):

                                    0   overtime
                                    0   bonuses
                                    0   commissions
                                    0   amounts in excess of $
                                    0   other (specify)         .

(2)  Treatment of Elective Contributions (select one):

       1    (a)  For purposes of contributions, Compensation shall 
include Elective Deferrals and amounts excludable from the 
gross income of the Employee under Code Section 125, Code 
Section 402(e)(3), Code Section 402(h) or Code Section 
403(b) ("elective contributions").

       0     (b)  For purposes of contributions, Compensation shall not 
include "elective contributions."

(3)  CODA Compensation (select one):

       1       (a)  For purposes of the ADP and ACP Tests, Compensation 
shall include "elective contributions."

       0       (b)  For purposes of the ADP and ACP Tests, Compensation 
shall not include "elective contributions."



3
<page



(4)   With respect to Contributions to an Employer Contributions 
Account, Compensation
shall include all Compensation (select one):

         0         (a)  during the Plan Year in which the Participant 
enters the Plan.

         1         (b)  after the Participant's Entry Date.

(5)  The applicable period for determining Compensation shall be (select 
one):

         1          (a)  the Plan Year.

         0          (b)  the Limitation Year.

         0          (c)  the consecutive 12-month period ending on 
_____


B.   "Disability"

(1)     Definition

Disability shall mean a condition which results in the Participant's 
(select one):

0    (a)   inability to engage in any substantial gainful activity by 
reason of any medically determinable physical or mental 
impairment that can be expected to result in death or which has 
lasted or can be expected to last for a continuous period of 
not less than 12 months.

1   (b)   total and permanent inability to meet the requirements of the 
Participant's customary employment which can be expected to 
last for a continuous period of not less than 12 months.

0   (c)   qualification for Social Security disability benefits.

0   (d)   qualification for benefits under the Employer's long-term 
disability plan.

(2)     Contributions Due to Disability (select one):

1   (a)   No contributions to an Employer Contributions Account will be 
made on behalf of a Participant due to his or her Disability.

0   (b)  Contributions to an Employer Contributions Account will be 
made on behalf of a Participant due to his or her Disability 
provided that: the Employer elected option (a) or (c) above as 
the definition of Disability, contributions are not made on 
behalf of a Highly Compensated Employee, the contribution is 
based on the Compensation each such Participant would have 
received for the Limitation Year if the Participant had been 
paid at the rate of Compensation paid immediately before his or 
her Disability, and contributions made on behalf of such 
Participant will be nonforfeitable when made.

4
<PAGE>



C.   "Early Retirement" is (select one):

0    (1)   not permitted.

1    (2)   permitted if a Participant terminates Employment before 
Normal Retirement Age and has (select one):

                0   (a) attained age             
                1  (b) attained age    55    and completed   5  Years 
of Service
                0  (c) attained age            and completed Years of 
Service as a Participant.


D.   "Eligible Employees" (select one):

         1   (1)   All Employees are eligible to participate in the 
Plan.

         0   (2)   The following Employees are not eligible to 
participate in the Plan (select all those applicable):

                  0 (a)  Employees included in a unit of Employees 
covered by a collective bargaining agreement between the 
Employer or a Participating Affiliate and the Employee 
representatives (not including any organization more 
than half of whose members are Employees who are owners, 
officers, or executives of the Employer or Participating 
Affiliate) in the negotiation of which retirement 
benefits were the subject of good faith bargaining, 
unless the bargaining agreement provides for 
participation in the Plan.

                  0 (b)  non-resident aliens who received no earned 
income from the Employer or a Participating Affiliate 
which constitutes income from sources within the United 
States.

                  0 (c)  Employees of an Affiliate.

                  0 (d)  Employees employed in or by the following 
specified division, plant, location, job category or 
other identifiable individual or group of Employees:	











5
<PAGE>


E.   "Entry Date" Entry Date shall mean (select as applicable):

401(k)
and/or      Profit
Thrift      Sharing

   0         0        (1)  If the initial Plan Year is less than 
twelve months, the            day of            and 
thereafter:

   0         0        (2)  the first day of the Plan Year following 
the date the Employee meets the eligibility 
requirements.  If the Employer elects this option (2) 
establishing only one Entry Date, the eligibility "age 
and service" requirements elected in Article II must 
be no more than age 20-1/2 and 6 months of service.

   1         0        (3)  the first day of the month following the 
date the Employee meets the eligibility requirements.

   0         0        (4)  the first day of the Plan Year and the 
first day of the seventh month of the Plan Year 
following the date the Employee meets the eligibility 
requirements.

   0         0        (5)  the first day of the Plan Year, the first 
day of the fourth month of the Plan Year, the first 
day of the seventh month of the Plan Year, and the 
first day of the tenth month of the Plan Year 
following the date the Employee meets the eligibility 
requirements.

   0         0        (6)  other:  provided that the Entry Date or 
Dates selected are no later than any of the options 
above.

F.   "Hours of Service"

Hours of Service for the purpose of determining a Participant's Period 
of Severance and Year of Service shall be determined on the basis of the 
method specified below:

           (1)     Eligibility Service: For purposes of determining 
whether a Participant has satisfied the eligibility 
requirements, the following method shall be used (select 
one):

401(k)
and/or          Profit
Thrift          Sharing

   1            0      (a) elapsed time method

   0            0      (b) hourly records method





6
<PAGE>


(2)     Vesting Service: A Participant's nonforfeitable interest shall 
be determined on the basis of the method specified below (select 
one):

          0     (a)     elapsed time method
          0     (b)     hourly records method
          1     (c)     If this item (c) is checked, the Plan only 
provides for contributions that are always 100% vested 
and this item (2) will not apply.

(3)     Hourly Records:  For the purpose of determining Hours of Service 
under the hourly record method (select one):

0     (a)     only actual hours for which an Employee is paid or 
entitled to payment shall be counted.

0      (b)    an Employee shall be credited with 45 Hours of 
Service if such Employee would be credited with at least 
1 Hour of Service during the week.

G.   "Integration Level"

1   (1)    This Plan is not integrated with Social Security.

0   (2)    This Plan is integrated with Social Security.  The 
Integration Level shall be (select one):

0   (a)   the Taxable Wage Base.
0   (b)   $_____ (a dollar amount less than the Taxable 
Wage Base).
0   (c)   _____% of the Taxable Wage Base (not to exceed 
100%).
0   (d)   the greater of $10,000 or 20% of the Taxable 
Wage Base.

H.   "Limitation Compensation"

For purposes of Code Section 415, Limitation Compensation shall be 
compensation as determined for purposes of (select one):

0    (1)     Code Section 415 Safe-Harbor as defined in Section 
3.9.1(H)(i) of basic plan document #03.

0    (2)     the "Wages, Tips and Other Compensation" Box on 
Form W-2.

1    (3)     Code Section 3401(a) Federal Income Tax 
Withholding.

I.   "Limitation Year"
For purposes of Code Section 415, the Limitation Year shall be (select 
one):

1    (1)    the Plan Year.
0    (2)   the twelve consecutive month period ending on the
      day of the month of.



7
<PAGE>



J.   "Net Profits" are (select one):

1    (1)    not necessary for any contribution.

0    (2)   necessary for (select all those applicable):

0  (a)     Profit-Sharing Contributions.
0  (b)     Matching 401(k) Contributions.
0  (c)     Matching Thrift Contributions.

K.   "Normal Retirement Age"

Normal Retirement Age shall be (select one):

1   (1)   attainment of age  65  (not more than 65) by the 
Participant.

0   (2)   attainment of age      (not more than 65) by the 
Participant or the 
               anniversary (not more than the 5th) of 
the first day of the Plan Year in which the Eligible 
Employee became a Participant, whichever is later.

0   (3)   attainment of age       (not more than 65) by the 
Participant or the
       anniversary (not more than the 5th) of the first 
day on which the Eligible Employee performed an Hour of 
Service, whichever is later.

L.   "Participant Directed Assets" are:

        401(k) and/       Profit
          or Thrift        Sharing

               1                 0        (1) permitted.

               0                 0         (2) not permitted.

M.   "Plan Year"

The Plan Year shall end on the 31st day of December.

N.   "Predecessor Service"

Predecessor service will be credited (select one):

1    (1)     only as required by the Plan.

0    (2)    to include, in addition to the Plan requirements and 
subject to the limitations set forth below, service with 
the following predecessor employer(s) determined as if 
such predecessors were the Employer:           .

8
<PAGE>



Service with such predecessor employer applies [select either or both 
(a) and/or (b); (c) is only available in addition to (a) and/or (b)]:

0   (a) for purposes of eligibility to participate;
0   (b) for purposes of vesting;
0   (c) except for the following service:          .

0.   "Valuation Date"

Valuation Date shall mean (select one for each column, as applicable):
401(k) and/      Profit
or Thrift          Sharing

0               0      (1)  the last business day of each month.

0               0      (2)  the last business day of each quarter 
within the Plan Year.

0               0      (3)  the last business day of each semi-
annual period within the Plan Year.

0               0      (4)  the last business day of the Plan 
Year.

1               0      (5) other:  daily basis.



ARTICLE II.  Participation
Participation Requirements

An Eligible Employee must meet the following requirements to become a 
Participant (select one or more for each column, as applicable):

401(k) and/        Profit
or Thrift            Sharing

0               0     (1)  Performance of one Hour of Service.

0               0     (2)  Attainment of age        (maximum 20 
1/2) and completion of        (not more than 1/2) 
Years of Service. If this item is selected, no 
Hours of Service shall be counted.

1               0     (3)  Attainment of age  21  (maximum 21) and 
completion of 1/4 Year(s) of Service.  If more 
than one Year of Service is selected, the 
immediate 100% vesting schedule must be selected 
in Article VII of this Adoption Agreement.




9
<PAGE>



401(k) and/        Profit
or Thrift            Sharing

0             0       (4)  Attainment of age         (maximum 21) 
and completion of       Year(s)of Service. If more 
than one Year of Service is         selected, the 
immediate 100% vesting schedule must be selected in 
Article VII of this Adoption Agreement.

0             0       (5)  Each Employee who is an Eligible 
Employee on        will be deemed to have 
satisfied the participation requirements on the 
effective date without regard to such Eligible 
Employee's actual age and/or service.


ARTICLE 111. 401(k) Contributions and Account Allocation

A.   Elective Deferrals

If selected below, a Participant's Elective Deferrals will be (select 
all applicable):

1     (1)  a dollar amount or a percentage of Compensation, as 
specified by the Participant on his or her 401(k) Election 
form, which may not exceed 15 % of his or her 
Compensation.

0     (2)  with respect to bonuses, such dollar amount or 
percentage as specified by the Participant on his or her 
401(k) Election form with respect to such bonus.

B.   Matching 401(k) Contributions

If selected below, the Employer may make Matching 401(k) Contributions 
for each Plan Year (select one):

0     (1)  Discretionary Formula:

Discretionary Matching 401(k) Contribution equal to such a dollar 
amount or percentage of Elective Deferrals, as determined by the 
Employer, which shall be allocated (select one):

0  (a)  based on the ratio of each Participant's Elective Deferral 
for the Plan Year to the total Elective Deferrals of all 
Participants for the Plan Year. If inserted, Matching 401(k) 
Contributions shall be subject to a          maximum amount 
of $         for each Participant or        % of each 
Participant's Compensation.











10
<PAGE>



0  (b)  in an amount not to exceed         % of each Participant's 
first        % of Compensation contributed as Elective 
Deferrals for the Plan Year.  If any Matching 401(k) 
Contribution remains, it is allocated to each such 
Participant in an amount not to xceed     % of the next
     % of each Participant's Compensation contributed as 
Elective Deferrals for the Plan Year.

Any remaining Matching 401(k) Contribution shall be allocated to each 
such Participant in the ratio that such Participant's Elective 
Deferral for the Plan Year bears to the total Elective Deferrals of 
all such Participants for the Plan Year.  If inserted, Matching 
401(k) Contributions shall be subject to a maximum amount of $     
for each Participant or        % of each Participant's Compensation.

0   (2)  Nondiscretionary Formula:

A nondiscretionary Matching 401(k) Contribution for each Plan Year 
equal to (select one):

0   (a)         % of each Participant's Compensation contributed 
as Elective Deferrals.  If inserted, Matching 401(k) 
Contributions shall be subject to a maximum amount of $   
for each Participant or       % of each Participant's 
Compensation.

0   (b)         % of the first       % of the Participant's 
Compensation contributed as Elective Deferrals and      % of 
the next       % of the Participant's Compensation 
contributed as Elective Deferrals. If inserted, Matching 
401(k) Contributions shall be subject to a maximum amount of 
$      for each Participant or       % of each Participant's 
Compensation.

C.   Participants Eligible for Matching 401(k) Contribution Allocation

The following Participants shall be eligible for an allocation to their 
Matching 401(k) Contributions Account (select all those applicable):

0   (1)  Any Participant who makes Elective Deferrals.

0   (2)  Any Participant who satisfies those requirements elected 
by the Employer for an allocation to his or her Employer 
Contributions Account as provided in Article IV Section C.

0   (3)  Solely with respect to a Plan in which Matching 401(k) 
Contributions are made quarterly (or on any other regular 
interval that is more frequent than annually) any 
Participant whose 401(k) Election is in effect throughout 
such entire quarter (or other interval).         (quarterly, 
monthly or semi-annual)











11
<PAGE>



D.	Qualified Matching Contributions

If selected below, the Employer may make Qualified Matching 
Contributions for each Plan Year (select all those applicable):

(1)   In its discretion, the Employer may make Qualified Matching 
Contributions on behalf of (select one):

0  (a)  all Participants who make Elective Deferrals in that 
Plan Year.

1  (b)  only those Participants who are Nonhighly Compensated 
Employees and who make Elective Deferrals for that Plan 
Year.

(2)   Qualified Matching Contributions will be contributed and 
allocated to each Participant in an amount equal to (select 
one):

0  (a)       % of the Participant's Compensation contributed 
as Elective Deferrals.  If inserted, Qualified Matching 
Contributions shall not exceed       % of the 
Participant's Compensation.

1  (b)  Such an amount, determined by the Employer, which is 
needed to meet the ACP Test.

(3)   In its discretion, the Employer may elect to designate all or 
any part of Matching 401(k) Contributions as Qualified Matching 
Contributions that are taken into account as Elective Deferrals 
-- included in the ADP Test and excluded from the ACP Test --on 
behalf of (select one):

0  (a)   all Participants who make Elective Deferrals for 
that Plan Year.

1  (b)   Only Participants who are Nonhighly Compensated 
Employees who make Elective Deferrals for that Plan 
Year.

E.  Qualified Nonelective Contributions

If selected below, the Employer may make Qualified Nonelective 
Contributions for each Plan Year (select all those applicable):

(1)   In its discretion, the Employer may make Qualified Nonelective 
Contributions on behalf of (select one):

0  (a)   all Eligible Participants.

1  (b)   only Eligible Participants who are Nonhighly 
Compensated Employees.






12
<PAGE>



(2)   Qualified Nonelective Contributions will be contributed and 
allocated to each Eligible Participant in an amount equal to 
(select one):

0  (a)         % (no more than 15%) of the Compensation of 
each Eligible Participant eligible to share in the 
allocation.

1  (b)   Such an amount determined by the Employer, which is 
needed to meet either the ADP Test or ACP Test.

(3)   At the discretion of the Employer, as needed and taken into 
account as Elective Deferrals included in the ADP Test on behalf 
of (select one):

0  (a)   all Eligible Participants.

1  (b)  only those Eligible Participants who are Nonhighly 
Compensated Employees.

F.   Elective Deferrals used in ACP Test (select one):

1  (1)   At the discretion of the Employer, Elective Deferrals may 
be used to satisfy the ACP Test.

0  (2)   Elective Deferrals may not be used to satisfy the ACP 
Test.

G.   Making and Modifying a 401(k) Election

An Eligible Employee shall be entitled to increase, decrease or resume 
his or her Elective Deferral percentage with the following frequency 
during the Plan Year (select one):

0  (1) annually
0  (2) semi-annually
0  (3) quarterly
1  (4) monthly
0  (5) other (specify):

Any such increase, decrease or resumption shall be effective as of 
the first payroll period coincident with or next following the 
first day of each period set forth above. A Participant may 
completely discontinue making Elective Deferrals at any time 
effective for the payroll period after written notice is provided 
to the Administrator.











13
<PAGE>



ARTICLE IV. Profit-Sharing Contributions and Account Allocation

A.   Profit-Sharing Contributions

If selected below, the following contributions for each Plan Year will 
be made:

Contributions to Employer Contributions Accounts (select one):

0  (a)   Such an amount, if any, as determined by the Employer.
0  (b)             % of each Participant's Compensation.


B.  Allocation of Contributions to Employer Contributions Accounts 
(select one):

0  (1)  Non-Integrated Allocation

The Employer Contributions Account of each Participant 
eligible to share in the allocation for a Plan Year shall 
be credited with a portion of the contribution, plus any 
forfeitures if forfeitures are reallocated to 
Participants, equal to the ratio that the Participant's 
Compensation for the Plan Year bears to the Compensation 
for that Plan Year of all Participants entitled to share 
in the contribution.

0  (2)   Integrated Allocation

Contributions to Employer Contributions Accounts with 
respect to a Plan Year, plus any forfeitures if 
forfeitures are reallocated to Participants, shall be 
allocated to the Employer Contributions Account of each 
eligible Participant as follows:

(a)  First, in the ratio that each such eligible 
Participant's Compensation for the Plan Year bears to 
the Compensation for that Plan Year of all eligible 
Participants but not in excess of 3% of each 
Participant's Compensation.

(b)  Second, any remaining contributions and forfeitures 
will be allocated in the ratio that each eligible 
Participant's Compensation for the Plan Year in excess 
of the Integration Level bears to all such 
Participants' excess Compensation for the Plan Year 
but not in excess of 3%.












14
<PAGE>



(c)  Third, any remaining contributions and forfeitures 
will be allocated in the ratio that the sum of each 
Participant's Compensation and Compensation in excess 
of the Integration Level bears to the sum of all 
Participants' Compensation and Compensation in excess 
of the Integration Level, but not in excess of the 
Maximum Profit-Sharing Disparity Rate (defined below).

(d)  Fourth, any remaining contributions or forfeitures 
will be allocated in the ratio that each Participant's 
Compensation for that year bears to all Participants' 
Compensation for that year.


The Maximum Profit-Sharing Disparity Rate is equal to the lesser of:


(a)  2.7% or

(b)  The applicable percentage determined in accordance 
with the following table:


If the Integration Level is
(as a % of the Taxable Wage
Base ("TWB")).              The applicable percentage is:

20% (or $10,000 if greater)
or less of the TWB                          2.7%


More than 20% (but not less than
$10,001 but not more than
80% of the TWB                             1.3%


More than 80% but not less
than 100% of the TWB                      2.4%


100% of the TWB                           2.7%











15
<PAGE>



C.	Participants Eligible for Employer Contribution Allocation

The following Participants shall be eligible for an allocation to their 
Employer Contributions Account (select all those applicable):

0  (1)  Any Participant who was employed during the Plan Year.

0  (2)  In the case of a Plan using the hourly record method for 
determining Vesting Service, any Participant who was 
credited with a Year of Service during the Plan Year.

0  (3)  Any Participant who was employed on the last day of the 
Plan Year.

0  (4)  Any Participant who was on a leave of absence on the last 
day of the Plan Year.

0  (5)  Any Participant who during the Plan Year died or became 
Disabled while an Employee or terminated employment after 
attaining Normal Retirement Age.

0  (6)  Any Participant who was credited with at least 501 Hours 
of Service whether or not employed on the last day of the 
Plan Year.

0  (7)  Any Participant who was credited with at least 1,000 
Hours of Service and was employed on the last day of the 
Plan Year.


ARTICLE V. Thrift Contributions

A.   Employee Thrift Contributions

If selected below, Employee Thrift Contributions, which are required for 
Matching Thrift Contributions, may be made by a Participant in an amount 
equal to (select one):

0  (1)  A dollar amount or a percentage of the Participant's 
Compensation which may not be less than 	% nor may not 
exceed          % of his or her Compensation.

0  (2)  An amount not less than        % of and not more than  % 
of each Participant's Compensation.












16
<PAGE>



B.   Making and Modifying an Employee Thrift Contribution Election

A Participant shall be entitled to increase, decrease or resume his or 
her Employee Thrift Contribution percentage with the following frequency 
during the Plan Year (select one):

0  (1)  annually
0  (2)  semi-annually
0  (3)  quarterly
0  (4)  monthly
0  (5)  other (specify):

Any such increase, decrease or resumption shall be effective as of the 
first payroll period coincident with or next following the first day of 
each period set forth above.  A Participant may completely discontinue 
making Employee Thrift Contributions at any time effective for the 
payroll period after written notice is provided to the Administrator.

C.  Thrift Matching Contributions

If selected below, the Employer will make Matching Thrift Contributions 
for each Plan Year (select one):

0  (1)  Discretionary Formula:

A discretionary Matching Thrift Contribution equal to such a 
dollar amount or percentage as determined by the Employer, which 
shall be allocated (select one):

0  (a)   based on the ratio of each Participant's Employee 
Thrift Contribution for the Plan Year to the total 
Employee Thrift Contributions of all Participants for 
the Plan Year. If inserted, Matching Thrift 
Contributions shall be subject to a maximum amount of 
$         for each Participant or            %of each 
Participant's Compensation.

0  (b)   in an amount not to exceed           % of each 
Participant's first       % of Compensation 
contributed as Employee Thrift Contributions for the 
Plan Year.  If any Matching Thrift Contribution 
remains, it is allocated to each such Participant in 
an amount not to exceed        % of the next         
% of each Participant's Compensation contributed as 
Employee Thrift Contributions for the Plan Year.

Any remaining Matching Thrift Contribution shall be allocated to 
each such Participant in the ratio that such Participant's 
Employee Thrift Contributions for the Plan Year bears to the 
total Employee Thrift Contributions of all such Participants for 
the Plan Year.  If inserted, Matching Thrift Contributions shall 
be subject to a maximum amount of $         for each Participant 
or         % of each Participant's Compensation.







17
<PAGE>



0  (2) Nondiscretionary Formula:

A nondiscretionary Matching Thrift Contribution for each Plan Year 
equal to (select one):

0  (a)         % of each Participant's Compensation contributed 
as Employee Thrift Contributions. If inserted, Matching 
Thrift Contributions shall be subject to a maximum amount 
of $        for each Participant or       % of each 
Participant's Compensation.

0  (b)          % of the first       % of the Participant's 
Compensation contributed as Employee Thrift Contributions 
and        % of the next       % of the Participant's 
Compensation contributed as Employee Thrift Contributions.  
If inserted, Matching Thrift Contributions shall be subject 
to a maximum amount of $         for each Participant or  % 
of each Participant's Compensation.

D.  Qualified Matching Contributions

If selected below, the Employer may make Qualified Matching 
Contributions for each Plan Year (select all those applicable):

(1) In its discretion, the Employer may make Qualified Matching 
Contributions on behalf of (select one):

0  (a)   all Participants who make Employee Thrift 
Contributions.

0  (b)   only those Participants who are Nonhighly Compensated 
Employees and who make Employee Thrift Contributions.

(2)  Qualified Matching Contributions will be contributed and 
allocated to each Participant in an amount equal to:

0  (a)           % of the Participant's Employee Thrift 
Contributions.  If inserted, Qualified Matching 
Contributions shall not exceed         % of the 
Participant's Compensation.

0  (b)   such an amount, determined by the Employer which is 
needed to meet the ACP Test.

ARTICLE VI. Participant Contributions

Participant Voluntary Nondeductible Contributions 

Participant Voluntary Nondeductible Contributions are (select one):

0  (a)  permitted.
1  (b)  not permitted.





18
<PAGE>


ARTICLE VII. Vesting


A.  Employer Contribution Accounts


(1)   A Participant shall have a vested percentage in his or her 
Profit-Sharing Contributions, Matching 401(k) Contributions 
and/or Matching Thrift Contributions, if applicable, in 
accordance with the following schedule (Select one):


Matching 401(k)
and/or Matching            Profit-sharing
Thrift contributions       contributions
<TABLE>
<CAPTION>
     <S>                       <C>      <C>
     0                         0      (a) 100% vesting immediately 
upon participation.

     0                         0      (b) 100% after          (not 
more than 5) years of Vesting 
Service.

     0                         0      (c)  Graded vesting schedule:

           %                        %   after 1 year of Vesting Service;

           %                        %   after 2 years of Vesting 
Service;

            %                       %   (not less than 20%) after 3 
years of Vesting Service;

            %                       %   (not less than 40%) after 4 
years of Vesting Service;

            %                       %   (not less than 60%) after 5 
years of Vesting Service;

            %                       %   (not less than 80%) after 6 
years of Vesting Service;
</TABLE>
100% after 7 years of Vesting Service.














19
<page



(2) Top Heavy Plan

Matching 401(k)
and/or Matching        Profit-Sharing
Thrift Contributions   Contributions

<TABLE>
<CAPTION>
Vesting Schedule (Select one):

    <S>                    <C>   <C>
    0                      0   (a)  100% vesting immediately upon 
participation.
    0                      0   (b)  100% after    (not more than 3) 
years of Vesting Service.

    0                      0   (c)  Graded vesting schedule:


           %                      %    after 1 year of Vesting Service;

           %                      %    (not less than 20%) after 2 years 
of Vesting Service;

           %                      %    (not less than 40%) after 3 years 
of Vesting Service;

           %                      %    (not less than 60%) after 4 years 
of Vesting Service;

           %                      %    (not less than 80%) after 5 years 
of Vesting Service;
</TABLE>
100% after 6 years of Vesting Service.

Top Heavy Ratio:

(a)     If the adopting Employer maintains or has ever maintained a 
qualified defined benefit plan, for purposes of establishing 
present value to compute the top-heavy ratio, any benefit shall 
be discounted only for mortality and interest based on the 
following:

Interest Rate:                  8   %
Mortality Table:         UP '84

(b)     For purposes of computing the top-heavy ratio, the valuation 
date shall be the last business day of each Plan Year.









20
<PAGE>



B.   Allocation of Forfeitures

Forfeitures shall be (select one from each applicable column):

Matching 401(k)
and/or Matching              Profit-Sharing
Thrift Contributions        Contributions

0                            0          (1) used to reduce 
Employer contributions for 
succeeding Plan Year.


0                            0         (2) allocated in the 
succeeding Plan Year in the ratio which 
the Compensation of each Participant 
for the Plan Year bears to the total 
Compensation of all Participants 
entitled to share in the contributions.  
If the Plan is integrated with Social 
Security, forfeitures shall be 
allocated in accordance with the 
formula elected by the Employer.

C.   Vesting Service

For purposes of determining Years of Service for Vesting Service [select 
(1) or (2) and/or (3)]:

1    (1)  All Years of Service shall be included.

0    (2)  Years of Service before the Participant attained age 18 
shall be excluded.

0    (3)  Service with the Employer prior to the effective date of 
the Plan shall be excluded.


ARTICLE VIII.  Deferral of Benefit Distributions,
In-Service Withdrawals and Loans


A.  Deferral of Benefit Distributions

  401(k) and/    Profit
   or Thrift     Sharing

       0          0     If this item is checked, a Participant's 
vested benefit in his or her Employer Accounts 
shall be payable as soon as practicable after 
the earlier of:  (1) the date the Participant 
terminates Employment due to Disability or (2) 
the end of the Plan Year in which a terminated 
Participant attains Early Retirement Age, if 
applicable, or Normal Retirement Age.





21
<PAGE>



B.   In-Service Distributions

1   (1)  In-service distributions may be made from any of the 
Participant's vested Accounts, at any time upon or after the 
occurrence of the following events (select all applicable):

1   (a)  a Participant's attainment of age 59-1/2.
1   (b)  due to hardships as defined in Section 5.9 of the 
Plan.

0   (2)  In-service distributions are not permitted.

C.   Loans are:

401(k) and/          Profit
or Thrift              Sharing

0                  0       (1) permitted.

1                  0       (2) not permitted.


ARTICLE IX. Group Trust

0    If this item is checked, the Employer elects to establish a Group 
Trust consisting of such Plan assets as shall from time to time be 
transferred to the Trustee pursuant to Article X of the Plan. The 
Trust Fund shall be a Group Trust consisting of assets of this Plan 
plus assets of the following plans of the Employer or of an 
Affiliate:           .


ARTICLE X. Miscellaneous


A.   Identification of Sponsor

The address and telephone number of the Sponsor's authorized 
representative is 800 Scudders Mill Road, Plainsboro, New Jersey 
08536; (609) 282-2272. This authorized representative can answer 
inquiries regarding the adoption of the Plan, the intended meaning 
of any Plan provisions, and the effect of the opinion letter.

The Sponsor will inform the adopting Employer of any amendments 
made to the Plan or the discontinuance or abandonment of the Plan.








22
<PAGE>



B.    Plan Registration

1.  Initial Registration

This Plan must be registered with the Sponsor, Merrill Lynch, 
Pierce, Fenner & Smith Incorporated, in order to be considered a 
Prototype Plan by the Sponsor. Registration is required so that 
the Sponsor is able to provide the Administrator with documents, 
forms and announcements relating to the administration of the 
Plan and with Plan amendments and other documents, all of which 
relate to administering the Plan in accordance with applicable 
law and maintaining compliance of the Plan with the law.

The Employer must complete and sign the Adoption Agreement. Upon 
receipt of the Adoption Agreement, the Plan will be registered as 
a Prototype Plan of Merrill Lynch, Pierce, Fenner & Smith 
Incorporated. The Adoption Agreement will be countersigned by an 
authorized representative and a copy of the countersigned 
Adoption Agreement will be returned to the Employer.

2.  Registration Renewal

Annual registration renewal is required in order for the Employer 
to continue to receive any and all necessary updating documents. 
There is an annual registration renewal fee in the amount set 
forth with the initial registration material. The adopting 
Employer authorizes Merrill Lynch, Pierce, Fenner & Smith 
Incorporated, to debit the account established for the Plan for 
payment of agreed upon annual fee; provided, however, if the 
assets of an account are invested solely in Participant-Directed 
Assets, a notice for this annual fee will be sent to the Employer 
annually. The Sponsor reserves the right to change this fee from 
time to time and will provide written notice in advance of any 
change.

C.   Prototype Replacement Plan

This Adoption Agreement is a replacement prototype plan for the (1) 
Merrill Lynch Special Prototype Defined Contribution Plan and Trust 
-401(k) Plan #03-004 and (2) Merrill Lynch Asset Management, Inc., 
Special Prototype Defined Contribution Plan and Trust - 401(k) Plan 
Adoption Agreement #03-004.

D.   Reliance

The adopting Employer may not rely on the opinion letter issued by 
the National Office of the Internal Revenue Service as evidence 
that this Plan is qualified under Code Section 401. In order to 
obtain reliance, the Employer must apply to the appropriate Key 
District Director of the Internal Revenue Service for a 
determination letter with respect to the Plan.









23
<PAGE>


EMPLOYER'S SIGNATURE

Name of Employer:     THE COMMERCE GROUP, INC.

By:    RANDALL BECKER
Authorized Signature


          RANDALL BECKER
          Print Name

          TREASURER
          Title


Date:   August 14, 1998



TO BE COMPLETED BY MERRILL LYNCH:

Sponsor Acceptance:

Subject to the terms and conditions of the Prototype Plan and this 
Adoption Agreement, this
Adoption Agreement is accepted by Merrill Lynch, Pierce, Fenner & Smith 
Incorporated as the
Prototype Sponsor.

Authorized
Signature:         Joseph T. Donahue      
















24
<PAGE>


TRUSTEE(S) SIGNATURE

This Trustee Acceptance is to be completed only if the Employer appoints 
one or more Trustees and does not appoint a Merrill Lynch Trust Company 
as Trustee.

The undersigned hereby accept all of the terms, conditions, and 
obligations of appointment as Trustee under the Plan. If the Employer 
has elected a Group Trust in this Adoption Agreement, the undersigned 
Trustee(s) shall be the Trustee(s) of the Group Trust.

AS TRUSTEE:

                                     (Signature)   (print or type name)


                                     (Signature)   (print or type name)


                                     (Signature)   (print or type name)


                                    (Signature)   (print or type name)


                                    (Signature)   (print or type name)


                                    (Signature)   (print or type name)



Dated:                                              ,    19       


















25
<PAGE>


THE MERRILL LYNCH TRUST COMPANIES AS TRUSTEE

This Trustee Acceptance and designation of Investment Committee are to 
be completed only when a Merrill Lynch Trust Company is appointed as 
Trustee.


To be completed by the Employer:

Designation Of Investment Committee


The Investment Committee for the Plan is (print or type names):

Name:   Randy V. Becker

Name:    Joseph A. Borski, Jr.

Name:   Gerald Fels

Name:

Name:

Name:



To be completed by Merrill Lynch Trust Company:


Acceptance By Trustee:

The undersigned hereby accept all of the terms, conditions, and 
obligations of appointment as Trustee under the Plan. If the Employer 
has elected a Group Trust in this Adoption Agreement, the undersigned 
Trustee(s) shall be the Trustee(s) of the Group Trust.


SEAL                  MERRILL LYNCH TRUST COMPANY, FSB
                      By:    Melanie Madeira                  


Dated:   September 1, 1998







26
<PAGE>


THE MERRILL LYNCH TRUST COMPANIES AS ONE OF THE TRUSTEES

This Trustee Acceptance is to be completed only if, in addition to a 
Merrill Lynch Trust Companies as Trustee, the Employer appoints an 
additional Trustee of a second trust fund.

The undersigned hereby accept all of the terms, conditions, and 
obligations of appointment as Trustee under the Plan. If the Employer 
has elected a Group Trust in this Adoption Agreement, the undersigned 
Trustee(s) shall be the Trustee(s) of the Group Trust.



                                  as TRUSTEE

                                                                       
(Signature)                                       (print or type name)


Dated:                                     ,  19  


SEAL                      MERRILL LYNCH TRUST COMPANY, FSB


By:


Dated:                          ,   19



DESIGNATION OF INVESTMENT COMMITTEE

The Investment Committee for the Plan is (print or type names):

Name:

Name:

Name:

Name:








27
<PAGE>




MERRILL LYNCH


SPECIAL


PROTOTYPE
DEFINED CONTRIBUTION PLAN




Base Plan Document #03 used in conjunction with:

Non-standardized Profit Sharing Plan with CODA
Letter Serial Number: D35928b
National Office Letter Date: 6/29/93

Non-standardized Money Purchase Pension Plan
Letter Serial Number: D359288b
National Office Letter Date: 6/29/93

Non-standardized Profit Sharing Plan
Letter Serial Number: D359289b
National Office Letter Date: 6/29/93

Non-standardized Target Benefit Plan
Letter Serial Number: D361009a
National Office Letter Date: 6/29/93



This Prototype Plan and Adoption Agreement are important legal 
instruments with legal and tax
implications for which the Sponsor, Merrill Lynch, Pierce, Fenner & 
Smith, Incorporated, does not assume
responsibility. The Employer is used to consult with its own attorney 
with regard to the adoption of this
Plan and its suitability to its circumstances.









<PAGE>


61


Internal Revenue Service                    Department of the Treasury

Plan Description: Prototype Non-standardized Profit Sharing Plan with 
CODA
FFN:  5033981603-004   Case: 9201920 EIN: 13-5674085
                                               Washington, DC: 20224
BPD:  03 Plan. 004 Letter Serial No: D359287b

                                          Person to Contact: Mr. Wolf
MERRILL LYNCH PIERCE FENNER & SMITH INC
                                      Telephone Number: (202) 622-8380
P 0 BOX 9038
                                      Refer Reply to: E:EP:Q:1
PRINCETON, NJ 08543
                                       Date: 06/29/93






Dear Applicant:

In our opinion, the amendment to the form of the plan identified above 
does not in and of itself adversely affect the plan's acceptability 
under section 401 of the Internal Revenue code. This opinion relates 
only to the amendment to the form of the plan It is not an opinion as to 
the acceptability of any other amendment or of the form of the plan as a 
whole, or as to the effect of other Federal or local statutes.

You must furnish a copy of this letter to each employer who adopts this 
plan: You are also required to send a copy of the approved form of the 
plan, any approved amendments and related documents to each Key District 
Director of Internal Revenue Service in whose jurisdiction there are 
adopting employers.

An employer who adopts the amended form of the plan after the date of 
the amendment should apply for a determination letter by filing an 
application with the Key District Director of Internal Revenue on Form 
5307, Short Form Application for Determination for Employee Benefit 
Plan.

This letter with respect to the amendment to the form of the plan does 
not affect the applicability to the plan of the continued, interim and 
extended reliance provisions of sections 13 and 17.03 of Rev. Proc. 89-
9, 1989-1 C.B. 780. The applicability of such provisions may be 
determined by reference to the initial opinion letter issued with 
respect to the plan.

If you, the sponsoring organization, have any questions concerning the 
IRS processing of this case, please call the above telephone number. 
This number is only for use of the sponsoring organization. Individual 
participants and/or adopting employers with questions concerning the 
plan should contact the sponsoring organization. The plan's adoption 
agreement must include the sponsoring organization's address and 
telephone number for inquiries by adopting employers.

If you write to the IRS regarding this plan, please provide your 
telephone number and the most convenient time for us to call in case we 
need more information. Whether you call or write, please refer to the 
Letter Serial Number and File Folder Number shown in the heading of this 
letter.

You should keep this letter as a permanent record. Please notify us if 
you modify or discontinue sponsorship of this plan.







Chief, Employee Plans Qualifications Branch
<PAGE>



61

Internal Revenue Service                 Department of the Treasury

Plan Description: Prototype Non-standardized Money Purchase Pension Plan
FFN: 50339816103-003 Case: 9201919 EIN: 13-5674085
                                         Washington, DC: 20224
BPD: 03 Plan: 003 Letter Serial No: D359288b
                                         Person to Contact: Mr. Wolf
MERRILL LYNCH PIERCE FENNER & SMITH INC
                                       Telephone Number: (202) 622-8380
P 0 BOX 9038
                                             Refer Reply to: E:EP:Q:1
PRINCETON, NJ 08543
                                                   Date: 06/29/93


Dear Applicant:


In our opinion, the amendment to the form of the plan identified above 
does not in and of itself adversely affect the plan's acceptability 
under section 401 of the Internal Revenue Code. This opinion relates 
only to the amendment to the form of the plan. It is not an opinion as 
to the acceptability of any other amendment or of the form of the plan 
as a whole. or as to the effect of other Federal or local statutes.

You must furnish a copy of this letter to each employer who adopts this 
plan: You are also required to send a copy of the approved form of the 
plan, any approved amendments and related documents to each Key District 
Director of Internal Revenue Service in whose jurisdiction there are 
adopting employers.

An employer who adopts the amended form of the plan after the date of 
the amendment should apply for a determination letter by filing an 
application with the Key District Director of Internal Revenue on Form 
5307. Short Form Application for Determination for Employee Benefit 
Plan.

This letter with respect to the amendment to the form of the plan does 
not affect the applicability to the plan of the continued, interim and 
extended reliance provisions of sections 13 and 17.03 of Rev. Proc. 89-
9, 1989-1 C.B. 780. The applicability of such provisions may be 
determined by reference to the initial opinion letter Issued with 
respect to the plan.

If you, the sponsoring organization, have any questions concerning the 
IRS processing of this case, please call the above telephone number. 
This number is only for use of the sponsoring organization. Individual 
participants and/or adopting employers with questions concerning the 
plan should contact the sponsoring organization. The plan's adoption 
agreement must include the sponsoring organization's address and 
telephone number for inquiries by adopting employers.

If you write to the IRS regarding this plan, please provide your 
telephone number and the most convenient time for us to call in case we 
need more Information. 'Whether you call or write, please refer to the 
Letter Serial Number and File Folder Number shown in the heading of this 
letter.

You should keep this letter as a permanent record. Please notify us if 
you modify or discontinue sponsorship of this plan.
















Chief, Employee Plans Qualifications Branch
<PAGE>


61


Internal Revenue Service                   Department of the Treasury

Plan Description: Prototype Non-standardized Profit Sharing Plan
                                                 Washington, DC: 20224
FFN:  50339816103-002 Case: 9201918 EIN: 13-5674085
BPD: 03 Plan: 002 Letter Serial No: D359289b Person to Contact: Mr. Wolf

MERRILL LYNCH PIERCE FENNER & SMITH INC
                                         Telephone Number (202)622-8380
P0 BOX 9038
                                          Refer Reply to: E:EP:Q:1
PRINCETON, NJ 08543
                                             Date: 06/29/93



Dear Applicant:


In our opinion, the amendment to the form of the plan identified above 
does not in and of itself adversely affect the plan's acceptability 
under section 401 of the Internal Revenue code. This opinion relates 
only to the amendment to the form of the plan. It is not an opinion as 
to the acceptability of any other amendment or of the form of the plan 
as a whole, or as to me effect of other Federal or local statutes.

You must furnish a copy of this letter to each employer who adopts this 
plan. You are also required to send a copy of the approved form of the 
plan, any approved amendments and related documents to each Key District 
Director of Internal Revenue Service in whose jurisdiction there are 
adopting employers.

An employer who adopts the amended form of the plan after the date of 
the amendment should apply for a determination letter by filing an 
application with the Key District Director of Internal Revenue on Form 
5307, Short Form Application for Determination for Employee Benefit 
Plan.

This letter with respect to the amendment to the form of the plan does 
not affect the applicability to the plan of the continued, interim and 
extended reliance provisions of sections 13 and 17.03 of Rev. Proc. 89-
9, 1989-1 C.B. 780. The applicability of such provisions may be 
determined by reference to the initial opinion letter issued with 
respect to the plan.

If you, the sponsoring organization, have any questions concerning the 
IRS processing of this case, please call the above telephone number. 
This number is only for use of the sponsoring organization. Individual 
participants and/or adopting employers with questions concerning the 
plan should contact the sponsoring organization. The plan's adoption 
agreement must include the sponsoring organization's address and 
telephone number for inquiries by adopting employers.

If you write to the IRS regarding this plan, please provide your 
telephone number and the most convenient time for us to call in case we 
need more information. Whether you call or write, please refer to the 
Letter Serial Number and File Folder Number shown in the heading of this 
letter.

You should keep this letter as a permanent record. Please notify us if 
you modify or discontinue sponsorship of this plan.


















Chief, Employee Plans Qualifications Branch
<PAGE>



61


Internal Revenue Service                  Department of the Treasury

Plan Description: Prototype Non-standardized Target Benefit Plan
FFN: 50339816103-001 Case: 8904027 EIN: 13-5674085 Washington, DC: 20224
BPD: 03 Plan: 001 Letter Serial No: D361009a
                                           Person to Contact Mr. Wolf

MERRILL LYNCH PIERCE FENNER L SMITH INC
                                      Telephone Number: (202)622-8380
P 0 BOX 9038
                                              Refer Reply to: E:EP:Q:1
PRINCETON, NJ 08543
                                                Date:   06/29/93


Dear Applicant:


In our opinion. the form of the plan identified above is acceptable 
under section 401 of the Internal Revenue Code for use by employers for 
the benefit of their employees. This opinion relates only to the 
acceptability of the form of the plan under the Internal Revenue Code. 
It is not an opinion of the effect of other Federal or local statutes.

You must furnish a copy of this letter to each employer who adopts this 
plan. You are also required to send a copy of the approved form of the 
plan, any approved amendments and related documents to each Key District 
Director of Internal Revenue Service in whose jurisdiction there are 
adopting employers.


Our opinion on the acceptability of the form of the plan is not a ruling 
or determination as to whether an employer's plan qualifies under Code 
section 401(a). Therefore, an employer adopting the form of the plan 
should apply for a determination letter by filing an application with 
the Key District Director of Internal Revenue Service on Form 5307, 
Short Form Application for Determination for Employee Benefit Plan.


If you, the sponsoring organization, have any questions concerning the 
IRS processing of this case. please. call the above telephone number. 
This number Is only for use of the sponsoring organization. Individual 
participants and/or adopting employers with questions concerning the 
plan should contact the sponsoring organization. The plan's adoption 
agreement must include the sponsoring organization's address and 
telephone number for Inquiries by adopting employers.

If you write to the IRS regarding this plan, please provide your 
telephone number and the most convenient time for us to call in case we 
need more information. Whether you call or write, please refer to the 
Letter Serial Number and File Folder Number shown in the heading of this 
letter.

You should keep this letter as a permanent record. Please notify us if 
you modify or discontinue sponsorship of this plan.




















Chief, Employee Plans Qualifications Branch
<PAGE>


TABLE OF Contents

ARTICLE I DEFINITIONS
1.1       "Account"                                                 1
1.2       "Account Balance"                                         1
1.3        "ACP Test"                                               1
1.4        "Actual Deferral Percentage"                             1
1.5        "Adjustment Factor"                                      1
1.6        "Administrator"                                          1
1.7        "Adoption Agreementt"                                    1
1.8        "ADP Test"                                               1
1.9        "Affiliate"                                              1
1.10      "Annuity Contract"                                        1
1.11      "Average Actual Deferral Percentage"                      1
1.12      "Average Contribution Percentage"                         1
1.13        "Beneficiary"                                           1
1.14        "Benefit Commencement Date"                             2
1.15        "CODA"                                                  2
1.16        "CODA Compensation"                                     2
1.17        "Code"                                                  2
1.18        "Compensation"                                          2
1.19        "Contribution Percentage"                               3
1.20        "Contribution Percentage Amounts"                       3
1.21        "Defined Benefit Plan"                                  3
1.22        "Defined Contribution Plan"                             3
1.23        "Disability"                                            3
1.24        "Early Retirement"                                      3
1.25        "Early Retirement Date"                                 3
1.26        "Earned Income"                                         3
1.27        "Elective Deferrals"                                    3
1.28        "Elective Deferrals Account"                            4
1.29        "Eligible Employee"                                     4
1.30        "Eligible Participant"                                  4
1.31        "Employee"                                              4
1.32        "Employee Thrift Contributions"                         4
1.33        "Employee Thrift Contributions Account"                 4
1.34        "Employer"                                              4
1.35        "Employer Account"                                      4
1.36         "Employer Contributions"                               4
1.37        "Employer Contributions Account"                        4
1.38        "Employment"                                            4
1.39        "Entry Date"                                            4
1.40        "ERISA"                                                 4
1.41        "Excess Aggregate Contributions"                        5
1.42        "Excess Contributions"                                  5
1.43        "Excess Elective Deferrals"                             5
1.44        "Family Member"                                         5
1.45       "401(k) Contributions Accounts"                          5


<PAGE



TABLE OF CONTENTS

1.46       "401(k) Election"                                        5
1.47       "Fully Vested Separation"                                5
1.48       "Group Trust"                                            5
1.49       "Highly Compensated Employee"                            5
1.50       "Hour of Service"                                        6
1.51       "Immediately Distributable"                              6
1.52       "Investment Manager"                                     6
1.53       "Key Employee"                                           6
1.54        "Leased Employee"                                       7
1.55        "Limitation Year"                                       7
1.56        "Master or Prototype Plan"                              7
1.57        "Matching 401(k) Contribution"                          7
1.58        "Matching 401(k) Contributions Account"                 7
1.59        "Matching Thrift Contributions"                         7
1.60        "Matching Thrift Contributions Account"                 7
1.61        "Net Profits"                                           7
1.62        "Nonhighly Compensated Employee"                        7
1.63        "Nonvested Separation"                                  7
1.64        "Normal Retirement Age"                                 7
1.65        "Owner-Employee"                                        7
1.66        "Partially Vested Separation"                           8
1.67        "Participant"                                           8
1.68        "Participant Contributions Account"                     8
1.69        "Participant-Directed Assets"                           8
1.70        "Participant Voluntary Nondeductible Contributions"     8
1.71        "Participant Voluntary Nondeductible Contributions Account"8
1.72        "Participating Affiliate                                  8
1.73        "Period of Severance"                                     8
1.74        "Plan"                                                    8
1.75        "Plan Year"                                               8
1.76        "Prototype Plan"                                          9
1.77        "Qualified Joint and Survivor Annuity"                    9
1.78        "Qualified Matching Contributions"                        9
1.79        "Qualified Matching Contributions Account"                9
1.80        "Qualified Nonelective Contributions"                     9
1.81        "Qualified Nonelective Contributions Account"             9
1.82        "Qualified Plan"                                          9
1.83        "Qualifying Employer Securities"                          9
1.84        "Rollover Contribution"                                   9
1.85        "Rollover Contributions Account"                          9
1.86        "Self-Employed Individual"                                9
1.87        "Social Security Retirement Age"                          9
1.88        "Sponsor"                                                 9
1.89        "Spouse"                                                  9
1.90        "Surviving Spouse"                                        10
1.91        "Taxable Wage Base"                                       10

<PAGE>



TABLE OF CONTENTS

1.92        "Transferred Account"                                    10
1.93        "Trust"                                                  10
1.94        "Trust Fund"                                             10
1.95        "Trustee"                                                10
1.96        "Valuation Date"                                         10
1.97        "Vesting Service"                                        10
1.98        "Years of Service"                                       10

ARTICLE II PARTICIPATION

2.1          Admission as a Participant                              10
2.2          Rollover Membership and Trust to Trust Transfer         11
2.3          Crediting of Service for Eligibility Purposes           11
2.4          Termination of Participation                            11
2.5          Limitation for Owner-Employee                           11
2.6          Corrections with Regard to Participation                12
2.7          Provision of Information                                12

ARTICLE III CONTRIBUTIONS AND ACCOUNT ALLOCATIONS

3.1          Employer Contributions and Allocations                  12
3.2          Participant Voluntary Nondeductible Contributions       13
3.3          Rollover Contributions and Trust to Trust Transfers     13
3.4         401(k) - Contributions and Account Allocations         13
3.5         Matching 401(k) Contributions                            16
3.6         Thrift Contributions                                     18
3.7         Treatment of Forfeitures                                 19
3.8         Establishing of Accounts                                 19
3.9         Limitation on Amount of Allocations                      19
3.10    Return of Employer Contributions Under Special Circumstances  24

ARTICLE IV VESTING

4.1         Determination of Vesting                                 24
4.2         Rules for Crediting Vesting Service                      24
4.3         Employer Accounts Forfeitures                            24
4.4         Top-Heavy Provisions                                     25

ARTICLE V AMOUNT AND DISTRIBUTION OF
     BENEFITS, WITHDRAWALS AND LOANS

5.1        Distribution Upon Termination of Employment                27
5.2        Amount of Benefits Upon a Fully Vested Separation          27
5.3        Amount of Benefits Upon a Partially Vested Separation      27
5.4        Amount of Benefits Upon a Nonvested Separation             27

<PAGE>



TABLE OF CONTENTS

5.5        Amount of Benefits Upon a Separation Due to Disability     27
5.6        Distribution and Restoration                               27
5.7        Withdrawals During Employment                              28
5.8        Loans                                                      28
5.9        Hardship Distributions                                     30
5.10      Limitation on Commencement of Benefits                      30
5.11      Distribution Requirements                                   30

ARTICLE VI FORMS OF PAYMENT OF RETIREMENT BENEFITS

6.1         Methods of Distribution                                   34
6.2         Election of Optional Forms                                35
6.3         Change in Form of Benefit Payments                        36
6.4         Direct Rollovers                                          36

ARTICLE VII DEATH BENEFITS

7.1        Payment of Account Balances                                37
7.2        Beneficiaries                                              37
7.3        Life Insurance                                             39

ARTICLE VIII FIDUCIARIES

8.1          Named Fiduciaries                                        40
8.2          Employment of Advisers                                   40
8.3          Multiple Fiduciary Capacities                            40
8.4          Indemnification                                          40
8.5          Payment of Expenses                                      40

ARTICLE IX PLAN ADMINISTRATION

9.1          The Administrator                                        41
9.2          Powers and Duties of the Administrator                   41
9.3          Delegation of Responsibility                             41

ARTICLE X TRUSTEE AND INVESTMENT COMMITTEE

10.1        Appointment of Trustee and Investment Committee           41
10.2        The Trust Fund                                            42
10.3        Relationship with Administrator                           42
10.4        Investment of Assets                                      42
10.5        Investment Direction, Participant-Directed Assets
               and Qualifying Employer Investments                    43
10.6        Valuation of Accounts                                     45
10.7         Insurance Contracts                                      45
10.8         The Investment Manager                                   45

<PAGE>



TABLE OF CONTENTS

10.9         Powers of Trustee                                       46
10.10       Accounting and Records                                   47
10.11       Judicial Settlement of Accounts                          47
10.12       Resignation and Removal of Trustee                       47
10.13       Group Trust                                              48

ARTICLE XI PLAN AMENDMENT OR TERMINATION

11.1        Prototype Plan Amendment                                 48
11.2        Plan Amendment                                           48
11.3        Right of the Employer to Terminate Plan                  49
11.4        Effect of Partial or Complete Termination or
              Complete Discontinuance of Contributions               49
11.5        Bankruptcy                                               50

ARTICLE XII MISCELLANEOUS PROVISIONS

12.1        Exclusive Benefit of Participants                        50
12.2        Plan Not a Contract of Employment                        50
12.3        Action by Employer                                       50
12.4        Source of Benefits                                       50
12.5        Benefits Not Assignable                                  50
12.6        Domestic Relations Orders                                51
12.7        Claims Procedure                                         51
12.8        Records and Documents; Errors                            51
12.9        Benefits Payable to Minors, Incompetents and Others      51
12.10      Plan Merger or Transfer of Assets                         51
12.11      Participating Affiliates                                  52
12.12      Controlling Law                                           52
12.13      Singular and Plural and Article and Section References    52

















<PAGE>



ARTICLE I

DEFINITIONS

As used in this Prototype Plan and in each Adoption Agreement, each of 
the following terms shall have the meaning for that term set forth in 
this Article I:

1.1    Account: A separate Elective Deferrals Account, Employee Thrift 
Contributions Account, Employer Contributions Account, Matching 4O1(k) 
Contributions Account, Matching Thrift Contributions Account, 
Participant Voluntary Nondeductible Contributions Account, Qualified 
Matching Contributions Account, Qualified Nonelective Contributions 
Account, Rollover Contribution Account, and Transferred Account, as the 
case may be.

1.2    Account Balance: The value of an Account determined as of the 
applicable Valuation Date.

1.3    ACP Test: The Contribution Percentage test that is set forth in 
Section 3.5.2 of the Plan.

1.4    Actual Deferral Percentage: The ratio (expressed as a 
percentage), of (A) Elective Deferrals made on behalf of an Eligible 
Participant for the Plan Year (including Excess Elective Deferrals of 
Highly Compensated Employees and, at the election of the Employer, 
Qualified Nonelective Contributions and/or Qualified Matching 
Contributions), but excluding (1) Excess Elective Deferrals of Nonhighly 
Compensated Employees that arise solely from Elective Deferrals made 
under the Plan or plans of the Employer or an Affiliate and (2) Elective 
Deferrals that are taken into account in the ACP Test provided the ADP 
Test is satisfied with or without the exclusion of such Elective 
Deferrals) to (B) the Participant's CODA Compensation for the Plan Year 
(whether or not the Eligible Employee was a Participant for the entire 
Plan Year). The Actual Deferral Percentage of an Eligible Participant 
who would be a Participant but for the failure to make an Elective 
Deferral is zero.

1.5    Adjustment Factor: The cost of living adjustment factor 
prescribed by the Secretary of the Treasury under Code Section 415(d) 
for years beginning after December 31, 1987, as applied to such items 
and in such manner as the Secretary shall provide.

1.6     administrator: The Employer, unless otherwise specified by duly 
authorized action by the Employer.

1.7     Adoption Agreement: The document so designated with respect to 
this Prototype Plan that is executed by the Employer, as amended from 
time to time.

1.8     ADP Test: The Average Actual Deferral Percentage test set forth 
in Section 3.4.2(B) of the Plan.

1.9      Affiliate: Any corporation or unincorporated trade or business 
(other than the Employer) while it is:

(A)  a member of a "controlled group of corporations" (within the 
meaning of Code Section 414(b)) of which the Employer is a member;

(B)  a member of any trade or business under "common control" (within 
the meaning of Code Section 414(c)) with the Employer;

(C)  a member of an "affiliated service group" (as that term is defined 
in Code Section 414(m)) which includes the Employer; or

(D)  any other entity required to be aggregated with the Employer 
pursuant to Code Section 414(o). With respect to Section 3.9, 
"Affiliate" status shall be determined in accordance with Code Section 
415(h).

1.10     Annuity Contract  An individual or group annuity contract 
issued by an insurance company providing periodic benefits, whether 
fixed, variable or both, the benefits or value of which a Participant or 
Beneficiary cannot transfer, sell, assign, discount, or pledge as 
collateral for a loan or as security for the performance of an 
obligation, or for any other purpose, to any person other than the 
issuer thereof. The terms of any annuity contract purchased and 
distributed by the Plan to a Participant or Spouse shall comply with the 
requirements of this Plan.

1.11     Average Actual Deferral Percentage: For any group of Eligible 
Participants, the average (expressed as a percentage) of the Actual 
Deferral Percentages for each of the Eligible Participants in that 
group, including those not making Elective Deferrals.

1.12    Average Contribution Percentage: For any group of Eligible 
Participants, the average (expressed as a percentage) of the 
Contribution Percentages for each of the Participants in that group, 
including those on whose behalf Matching 401(k) Contributions and/or 
Matching Thrift Contributions, if applicable, are not being made.

1.13    Beneficiary. A person or persons entitled to receive any payment 
of benefits pursuant to Article VII.

1.14     Benefit Commencement Date: The first day, determined pursuant 
to Article V, for which a Participant or Beneficiary receives or begins 
to receive payment in any form of distribution as a result of death, 
Disability, termination of Employment, Early Retirement, Plan 
termination or upon or after Normal Retirement Age or age 70-1/2.


1
<PAGE>



1.15    CODA: A cash or deferred arrangement pursuant to Code Section 
401(k) which is part of a profit sharing plan and under which an 
Eligible Participant may elect to make Elective Deferrals in accordance 
with Section 3.4.1.

1.16     CODA Compensation: Solely for purposes of determining the 
Actual Deferral Percentage and the Contribution Percentage, CODA 
Compensation shall be Compensation excluding or including "elective 
contributions" as specified in the Adoption Agreement. The preceding 
sentence shall be effective for Plan Years beginning on or after January 
1, 1989.

1.17     Code: The Internal Revenue Code of 1986, as now in effect or as 
amended from time to time. A reference to a specific provision of the 
Code shall include such provision and any applicable regulation 
pertaining thereto.

1.18     Compensation: For purposes of contributions, Compensation shall 
be defined in the Adoption Agreement and Section 3.9.1(H), subject to 
any exclusions elected under Section IAA(d) of the Adoption Agreement, 
Section 3.1.4 and the following modifications:

(A)  For a Self-Employed Individual, Compensation means his or her 
Earned Income, provided that if the Self-Employed Individual is not a 
Participant for an entire Plan Year, his or her Compensation for that 
Plan Year shall be his or her Earned Income for that Plan Year 
multiplied by a fraction the numerator of which is the number of days he 
or she is a Participant during the Plan Year and the denominator of 
which is the number of days in the Plan Year.

(B)  Compensation of each Participant taken into account under this Plan 
for any Plan Year beginning after December 21,1988 shall be limited to 
the first $200,000 as adjusted by the Adjustment Factor. In determining 
the Compensation of a Participant for purposes of this limitation, the 
rule of Code Section 414(q)(6) shall apply, except in applying such 
rules, the term "family" shall included only the Spouse of the 
Participant and any lineal descendants of the Participant who have not 
attained the age of 19 before the close of the year. If, as a result of 
the application of such rules, the adjusted $200,000 limitation is 
exceeded, (except for purposes of determining the portion of 
Compensation up to the Integration Level if this Plan is integrated with 
Social Security) the limitation shall be prorated among the affected 
Participants in proportion to each such Participant's Compensation as 
determined under this Section 1.18 prior to the application of this 
limitation. In a manner applied uniformly to all Eligible Employees, 
only Compensation during the period in which the Employee is an Eligible 
Employee may be taken into account for purposes of the nondiscrimination 
tests described in Code Section 401(k:) and 401(m).

(C)  If Compensation for any prior Plan Year is taken into account in 
determining an Employee's contributions or benefits for the current 
year, the Compensation for such prior year is subject to the applicable 
annual compensation limit in effect for that prior year. For this 
purpose, for years beginning before January 1,1990, the applicable 
annual compensation limit is $200,000.

(D)  In addition to other applicable limitations set forth in the Plan, 
and not withstanding any other provision of the Plan to the contrary, 
for Plan Years beginning on or after January 1, 1994, the annual 
compensation of each employee taken into account under the Plan shall 
not exceed the OBRA'93 annual compensation limit. The 0BRA'93 annual 
compensation limit is $150,000 as adjusted by the Commissioner for 
increases in the cost of living in accordance with Section 401 (a) (17) 
(B) of the Internal Revenue Code.

The cost of living adjustment in effect for a calendar year applies to 
any period, not exceeding 12 months, over which compensation is 
determined (determination period) beginning in such calendar year. If a 
determination period consists of fewer than 12 months, the OBRA'93 
annual compensation limit will be multiplied by a fraction the numerator 
of which is the number of months in the determination period, and the 
denominator of which is 12.

For Plan years beginning on or after January 1,1994, any reference in 
this Plan to the limitations under Section 401(a)(17) of the Code shall 
mean the OBRA'93 annual compensation limit set forth in this provision.

If Compensation for any prior determination period is taken into account 
in determining an Employee's benefits accruing, in the current Plan 
year, the Compensation for that prior determination period is subject to 
the OBRA'93 annual compensation limit in effect for that prior 
determination period. For this purpose, for prior determination periods 
beginning before the first day of the first Plan year beginning on or 
after January 1,1994, the OBRA'93 Compensation limit is $150,000.

1.19     Contribution Percentage: The ratio (expressed as a percentage) 
of the Participants Contribution Percentage Amounts to the Participant's 
CODA Compensation for the Plan Year, whether or not the Eligible 
Employee was a Participant for the entire Plan Year.

1.20     Contribution Percentage Amounts shall mean the sum of the: (A) 
Matching 401(k) Contributions; (B) Matching Thrift Contributions; (C) 
Qualified Matching Contributions (to the extent not taken into account 
for purposes of the ADP Test); ([)) Employee Thrift Contributions; and 
(E) Participant Voluntary Nondeductible Contributions, as applicable, 
made on behalf of the Participant for the Plan Year. Such Contribution 
Percentage Amounts shall not include Matching 401(k) Contributions that 
are forfeited either to correct Excess Aggregate Contributions or 
because the contributions to which they relate are Excess Elective 
Deferrals, Excess Contributions or Excess Aggregate Contributions. The 
Employer may include Qualified Nonelective Contributions in the 
Contribution Percentage Amounts, as specified in the Adoption Agreement 
Elective Deferrals may also be used in the Contribution Percentage 
Amounts so long as the ADP Test is met before the Elective Deferrals are 
used in the ACP Test and continues to be met following the exclusion of 
those Elective Deferrals that are used to meet the ACP Test, as 
specified in the Adoption Agreement. An Eligible Participant who does 
not direct an Elective Deferral or an Employee Thrift Contribution shall 
be treated as an Eligible Participant on behalf of whom no such 
contributions are made.

2
<PAGE>



1.21     Defined Benefit Plan: A plan of the type defined in Code 
Section 414(j) maintained by the Employer or Affiliate, as applicable.

1.22     Defined Contribution Plan: A plan of the type defined in Code 
Section 414(i) maintained by the Employer or Affiliate, as applicable.

1.23     Disability: Disability as defined in the Adoption Agreement. 
The permanence and degree of such impairment shall be supported by 
medical evidence.

1.24     Early Retirement: An actively employed Participant is eligible 
for Early Retirement upon satisfying the requirements set forth in the 
Adoption Agreement.

1.25     Early Retirement Date: The Participant's Benefit Commencement 
Date following his or her termination of Employment on or after 
satisfying the requirements for Early Retirement and prior to Normal 
Retirement Age.

1.26     Earned Income: The "net earnings from self-employment" within 
the meaning of Code Section 401(c)(2) of a Self-Employed Individual from 
the trade or business with respect to which the Plan is established, but 
only if the personal services of the Self-Employed Individual are a 
material income-producing factor in that trade or business. Net earnings 
will be determined without regard to items not included in gross income 
and the deductions properly allocable to or chargeable against such 
items and are to be reduced by contributions by the Employer or 
Affiliate to a Qualified Plan to the extent deductible under Code 
Section 404. Where this Plan refers to Earned Income in the context of a 
trade or business other than that with respect to which the Plan is 
adopted, the term Earned Income means such net earnings as would be 
Earned Income as defined above if that trade or business was the trade 
or business with respect to which the Plan is adopted.

Net earnings shall be determined with regard to the deduction allowed to 
the Employer by Code Section 164(f) for taxable years beginning after
December 31, 1989.

1.27     Elective Deferrals: Contributions made to the Plan during the 
Plan Year by the Employer, at the election of the Participant, in lieu 
of cash compensation and shall include contributions that are made 
pursuant to a 401(k) Election. A Participant's Elective Deferral in any 
taxable year is the sum of all Employer and Affiliate contributions 
pursuant to an election to defer under any qualified cash or deferred 
arrangement, any simplified employee pension plan or deferred 
arrangement as described in Code Section 402(h)(1)(B), any eligible 
deferred compensation plan under Code Section 457, any plan as described 
under Code Section 501(c)(18), and any Employer contributions made on 
behalf of a Participant for the purchase of an annuity under Code 
Section 403(b) pursuant to a salary reduction agreement Such 
contributions are nonforfeitable when made and are not distributable 
under the terms of the Plan to Participants or their Beneficiaries 
earlier than the earlier of:

(A)  termination from Employment, death or Disability of the 
Participant;

(B)  termination of the Plan without establishment of another Defined 
Contribution Plan by the Employer or an Affiliate;

(C)  disposition by the Employer or Affiliate to an unrelated 
corporation of substantially all of its assets used in a trade or 
business if such unrelated corporation continues to maintain this Plan 
after the disposition but only with respect to Employees who continue 
employment with the acquiring unrelated entity. The sale of 85% of the 
assets used in a trade or business will be deemed a sale of 
"substantially all" the assets used in a trade or business;

(D)  sale by the Employer or Affiliate to an unrelated entity of its 
interest in an Affiliate if such unrelated entity continues to maintain 
the Plan but only with respect to Employees who continue employment with 
such unrelated entity; or

(E)  the events specified in Part B, Article VIII of the Adoption 
Agreement

Elective Deferrals shall not include any deferrals properly distributed 
as an "Excess Amount" pursuant to Section 3.9.2.

1.28     Elective Deferrals Account: The Account established for a 
Participant pursuant to Section 3.8.1.

1.29     Eligible Employee: Those Employees specified in the Adoption 
Agreement

1.30     Eligible Participant: An Eligible Employee who has met the 
eligibility requirements set forth in the Adoption Agreement whether or 
not he or she makes Elective Deferrals and/or Employee Thrift 
Contributions.

1.31     Employee: A Self-Employed Individual, or any individual who is 
employed by the Employer in the trade or business with respect to which 
the Plan is adopted and any individual who is employed by an Affiliate. 
Each Leased Employee shall also be treated as an Employee of the 
recipient Employer. The preceding sentence shall not apply, however, to 
any leased Employee who is (A) covered by a money purchase pension plan 
maintained by the "leasing organization" referred to in Section 1.54 
which provides, with respect to such Leased Employee, a norrintegrated 
Employer contribution rate of at least 10% of Limitation Compensation, 
but including amounts contributed pursuant to a salary reduction 
agreement which are excluded from the Employee's gross income under Code 
Section 402(a)(8), Code Section 402(h) or Code Section 403(b), immediate 
participation, and full and immediate vesting and (B) such Leased 
Employees do not constitute more than 20% of the Employer's and 
Affiliates' nonhighly compensated workforce. For purposes of the Plan, 
all Employees will be treated as employed by a single employer.

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1.32     Employee Thrift Contributions: Employee nondeductible 
contributions which are required to be eligible for a Matching Thrift 
Contribution. Employee Thrift Contributions do not include Participant 
Voluntary Nondeductible Contributions.

1.33     Employee Thrift Contributions Account: The Account established 
for a Participant pursuant to Section 3.8.3.

1.34     Employer: The sole proprietorship, partnership or corporation 
that adopts the Plan by executing the Adoption Agreement. For all 
purposes relating to eligibility, participation, contributions, vesting 
and allocations, Employer includes all Participating Affiliates.

1.35     Employer Account: The Participant's Matching 401(k:) 
Contributions Account, Matching Thrift Contributions Account, Employer 
Contributions Account, Qualified Matching Contributions Account and 
Qualified Nonelective Contributions Account, as the case may be.

1.36     Employer Contributions: Any contributions made by the Employer 
for the Plan Year on behalf of a Participant in accordance with Section 
3.1 of the Plan.

1.37     Employer Contributions Account:  The Account established for a 
Participant pursuant to Section 3.8.2.

1.38     Employment: An Employee's employment or self-employment with 
the Employer, Affiliate or a "leasing organization" referred to in 
Section 1.54 or, to the extent required under Code Section 414(a)(2) or 
as otherwise specified by the Administrator on a uniform and 
nondiscriminatory basis, any predecessor of any of them. If any of them 
maintains a plan of a "predecessor employer" (within the meaning of Code 
Section 414(a)(1)) employment or self-employment with the "predecessor 
employer" will be treated as Employment Additionally, if the trade or 
business conducted by a Self-Employed Individual becomes incorporated, 
all employment with that trade or business or with any Affiliate shall 
be treated as Employment with the Employer.

1.39     Entry Date: The date on which an Eligible Employee becomes a 
Participant, as specified in the Adoption Agreement

1.40      ERISA: The Employee Retirement Income Security Act of 1974, as 
amended from time to time. Reference to a specific provision of ERISA 
shall include such provision and any applicable regulation pertaining 
thereto.

1.41     Excess Aggregate Contributions: With respect to any Plan Year, 
the excess of:

(A)  The aggregate Contribution Percentage Amounts, taken into account 
in computing the numerator of the Contribution Percentage actually made 
on behalf of Highly Compensated Employees for such Plan Year, over

(B)  The maximum Contribution Percentage Amounts permitted by the ACP 
Test (determined by reducing contributions made on behalf of Highly 
Compensated Employees in the order of their Contribution Percentages 
beginning with the highest of such percentages) Such determination shall 
be made after first determining Excess Elective Deferrals and then 
determining Excess Contributions.

1.42     Excess Contributions: With respect to any Plan Year, the 
aggregate amount of Elective Deferrals, Qualified Nonelective 
Contributions and Qualified Matching Contributions, if applicable, 
actually paid over to the Trust Fund on behalf of Highly Compensated 
Employees for such Plan Year, over the maximum amount of such 
contributions permitted by the ADP Test (determined by reducing 
contributions made on behalf of Highly Compensated Employees in order of 
the Actual Deferral Percentages, beginning with the highest of such 
percentages).

1.43     Excess Elective Deferrals: The amount of Elective Deferrals for 
a Participant's taxable year that are includible in the gross income of 
the Participant to the extent that such Elective Deferrals exceed the 
Code Section 402(g) dollar limitation and which the Participant 
allocates to this Plan pursuant to the procedure set forth in Section 
3A.2. Excess Elective Deferrals shall be treated as an Annual Addition 
pursuant to Section 3.9, unless such amounts are distributed no later 
than the first April 15th following the close of the Participant's 
taxable year.

1.44      Family Member: An individual described in Code Section 
414(q)(6) (B).

1.45     401(k) Contributions Accounts: The Participant's Elective 
Deferral Account, Qualified Nonelective Contributions Account, and/or 
Qualified Matching Contributions Account, as the case may be.

1.46     401(k) Election: The election by a Participant to make Elective 
Deferrals in accordance with Section 3.4.1.

1.47     Fully Vested Separation: Termination of Employment, by reason 
other than death, of a Participant whose vested percentage in each 
Employer Account is 100%.

1.48     Group Trust: A Trust Fund consisting of assets of any Plan 
maintained and established by the Employer or an Affiliate pursuant to 
Section 10.14.





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1.49     Highly Compensated Employee: The term Highly Compensated 
Employee includes highly compensated active Employees and highly 
compensated former employees.

(A) A highly compensated active Employee includes any Employee who 
performs service for the Employer or Affiliate during the Plan Year and 
who, during the look-back year (the twelve-month period immediately 
preceding the Plan Year):

(i) received Compensation from the Employer or Affiliate in excess of 
$75,000 (as adjusted by the Adjustment Factor);

(ii) received Compensation from the Employer or Affiliate in excess of 
$50,000 (as adjusted by the Adjustment Factor) and was a member of the 
top-paid group for such year; or

(iii) was an officer of the Employer or Affiliate and received 
Compensation during such year that is greater than 50% of the Defined 
Benefit Dollar Limitation.

(B) The term Highly Compensated Employee also includes:

(i) Employees who are both described in the preceding sentence if the 
term "Plan Year" is substituted for the term "look-back year" and the 
Employee is one of the 100 Employees who received the most Compensation 
from the Employer or Affiliate during the Plan Year; and

(ii) Employees who are 5% owners at any time during the look-back year 
or Plan Year.

(C) If no officer has received Compensation that is greater than 50% of 
the Defined Benefit Dollar Limitation in effect during either the Plan 
Year or look-back year, the highest paid officer of such year shall be 
treated as a Highly Compensated Employee.

(D) A highly compensated former employee includes any Employee who 
terminated Employment (or was deemed to have terminated) prior to the 
Plan Year, performs no service for the Employer or Affiliate during the 
Plan Year, and was a highly compensated active employee for either the 
separation year or any Plan Year ending on or after the Employee's 55th 
birthday.

(E) If an Employee is, during a Plan Year or look-back year, a Family 
Member of either (i) a 5% owner who is an active or former Employee or 
(ii) a Highly Compensated Employee who is one of the ten most highly 
compensated employees ranked on the basis of Compensation paid by the 

Employer or Affiliate during such year, then the Family Member and the 
5% owner or top-ten Highly Compensated Employee shall be aggregated. In 
such case, the Family Member and 5% owner or top-ten Highly Compensated 
Employee shall be treated as a single Employee receiving Compensation 
and plan contributions or benefits equal to the sum of such Compensation 
and contributions or benefits of the Family Member and 5% owner or -ten 
ten Highly Compensated Employee. For purposes of this section, Family 
Member includes the Spouse, lineal ascendants and descendants of the 
Employee or former employee and the spouses of such lineal ascendants 
and descendants.

(F) The determination of who is a Highly Compensated Employee, including 
the determinations of the number and identity of Employees in the top-
paid group; the top 100 Employees; the number of Employees treated as 
officers; and the Compensation that is considered will be made in 
accordance with Code Section 414(q).

1.50     Hour of Service: If the Employer elects in the Adoption 
Agreement the hourly record method, an Hour of Service shall include:

(A) Each hour for which an Employee is paid, or entitled to payment, by 
the Employer or an Affiliate for the performance of duties for the 
Employer or an Affiliate. These hours will be credited to the Employee 
for each Plan Year in which the duties are performed, or with respect to 
eligibility under Article II, the applicable computation period under 
the definition of Year of Service in which the duties are performed;

(B) Each hour for which an Employee is paid, or entitled to payment, by 
the Employer or an Affiliate due to a period of time during which no 
duties are performed (irrespective of whether Employment has terminated) 
due to vacation, holiday, illness, incapacity (including Disability), 
layoff, jury duty, military duty, or leave of absence. No more than 501 
Hours of Service will be credited under this paragraph for any single 
continuous period (whether or not such period occurs in a single 
computation period). Hours under this paragraph will be calculated and 
credited pursuant to section 2530.200b-2 of the Department of Labor 
Regulations which are incorporated herein by this reference; and

(C) Each hour for which back pay, irrespective of mitigation of damages, 
is either awarded or agreed to by the Employer or an Affiliate. The same 
Hours of Service will not be credited both under subparagraph (A) or 
subparagraph (B), as the case may be, and under this subparagraph (C). 
These hours will be credited to the Employee for the Year of Service or 
other computation period to which the award or agreement
pertains rather than the Year of Service or other computation period in 
which the award, agreement or payment is made.

If the Employer elects in the Adoption Agreement the elapsed time 
method, an Hour of Service is an hour for which an Employee is paid, or 
entitled to payment, for the performance of duties for the Employer or 
an Affiliate.

With respect to both the hourly record method and the elapsed time 
method, in addition to service with an Affiliate, Hours of Service will 
also be credited for any individual considered an Employee for purposes 
of this Plan under Code Section 414(n).

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1.51     Immediately Distributable: A Participant's Account is 
Immediately Distributable if any part of such Account could be 
distributed to the Participant or Participant's Surviving Spouse before 
the Participant attains (or would have attained if not deceased) the 
later of Normal Retirement Age or age 62.

1.52     Investment Manager: Any person appointed by the Trustee or, 
with respect to Participant-Directed Assets, by the Participant or 
Beneficiary having the power to direct the investment of such assets, to 
serve as such in accordance with Section 10.8.

1.53     Key Employee: Any Employee or former Employee (and the 
beneficiaries of such Employee) who at any time during the 
"determination period" was (A) an officer of the Employer or Affiliate, 
having an annual Compensation greater than 50% of the Defined Benefit 
Dollar Limitation for any Plan Year within the "determination 
period";(B) an owner (or considered an owner under Code Section 318) of 
one of the ten largest interests in the Employer or Affiliate if such 
individual's Compensation exceeds 100% of the dollar limitation under 
Code Section 415(c)(1)(A); (C) a "5% owner" (as defined in Code Section 
416(i)) of the Employer or Affiliate; or (D) a "1% owner" (as defined in 
Code Section 416(i)) of the Employer or Affiliate who has an annual 
Compensation of more than $150,000. Annual Compensation means 
compensation as defined in Code Section 415(c)(3), but including amounts 
contributed by the Employer pursuant to a salary reduction agreement 
which are excludible from the Employee's gross income under Code Section 
125, Code Section 402(a)(8), Code Section 402(h) or Code Section 403(b). 
The "determination period" is the Plan Year containing the 
"determination date" and the four preceding Plan Years. The 
"determination date" for the first Plan Year is the last day of that 
Plan Year, and for any subsequent Plan Year is the last day of the 
preceding Plan Year. The determination of who is a Key Employee will be 
made in accordance with Code Section 416(i).

1.54      Leased Employee: Any individual (other than an Employee of the 
recipient Employer or Affiliate) who, pursuant to an agreement between 
the Employer or Affiliate and any other person (the "leasing 
organization") has performed services for the Employer (or for the 
Employer or Affiliate and "related persons" determined in accordance 
with Code Section 414(n)(6)) on a substantially full-time basis for a 
period of at least one year, which services are of a type historically 
performed, in the business field of the recipient Employer or Affiliate, 
by employees. Contributions or benefits provided a Leased Employee by 
the leasing organization which are attributable to services performed 
for the recipient Employer or Affiliate shall be treated as provided by 
the recipient Employer.

1.55      Limitation Year: The Limitation Year as specified in the 
Adoption Agreement All Qualified Plans maintained by the Employer must 
use the same Limitation Year. If the Limitation Year is amended to a 
different 12-consecutive month period, the new Limitation Year must 
begin on a date within the Limitation Year in which the amendment is 
made.

1.56     Master or Prototype Plan: A plan the form of which is the 
subject of a favorable opinion letter from the Internal Revenue Service.

1.57      Matching 401(k) Contribution: Any contribution made by the 
Employer to this and/or any other Defined Contribution Plan for the Plan 
Year, by reason of the Participant's 401(k) Election, and allocated to a 
Participant's Matching 401(k) Contributions Account or to a comparable 
account in another Defined Contribution Plan. Matching 401(k) 
Contributions are subject to the distribution provisions applicable to 
Employer Accounts in the Plan.

1.58      Matching 401(k) Contributions Account: The Account established 
for a Participant pursuant to Section 3.8.4.

1.59     Matching Thrift Contributions: Any contribution made by the 
Employer for the Plan Year by reason of Employee Thrift Contributions. 
Matching Thrift Contributions shall be subject to the distribution 
provisions applicable to Employer Accounts in the Plan.

1.60     Matching Thrift Contributions Account: The Account established 
for a Participant pursuant to Section 3.8.5.

1.61     Net Profits: The current and accumulated profits of the 
Employer from the trade or business of the Employer with respect to 
which the Plan is established, as determined by the Employer before 
deductions for federal, state and local taxes on income and before 
contributions under the Plan or any other Qualified Plan.

1.62     Nonhighly Compensated Employee: An Employee of the Employer who 
is neither a Highly Compensated Employee nor a Family Member.

1.63     Nonvested Separation: Termination of Employment of a 
Participant whose vested percentage in each Employer Account is 0%.

1.64     Normal Retirement Age: The age specified in the Adoption 
Agreement Notwithstanding the Employer's election in the Adoption 
Agreement, if, for Plan Years beginning before January 1,1988, Normal 
Retirement Age was determined with reference to the anniversary of the 
participation commencement date (more than 5 but not to exceed 10 
years), the anniversary date for Participants who first commenced 
participation under the Plan before the first Plan Year beginning on or 
after January 1,1988, shall be the earlier of (A) the tenth anniversary 
of the date the Participant commenced participation in the Plan (or such 
anniversary as had been elected by the Employer, if less than 10) or (B) 
the fifth anniversary of the first day of the first Plan Year beginning 
on or after January 1,1988.

1.65     Owner-Employee: An individual who is a sole proprietor, if the 
Employer is a sole proprietorship, or if the Employer is a partnership, 
a partner owning more than 10% of either the capital interest or the 
profits interest in the Employer; provided that where this Plan refers 
to an Owner-Employee in the context of a trade or business other than 
the trade or business with respect to which the Plan is adopted, the 
term Owner-Employee means a person who would be an Owner-Employer as 
defined above if that other trade or business was the Employer.

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1.66     Partially Vested Separation: Termination of Employment of a 
Participant whose vested percentage in any Employer Account is less than 
100% but greater than 0%.

1.67     Participant: An Employee who has commenced, but not terminated, 
participation in the Plan as provided in Article II.

1.68     Participant Contributions Account: The Participant's 
Participant Voluntary Nondeductible Contributions Account and/or 
Employee Thrift
Contributions Account, as the case may be.

1.69     Participant-Directed Assets: The assets of an Account which are 
invested, as described in Section 10.5.1, according to the direction of 
the Participant or the Participant's Beneficiary, as the case may be, in 
either individually selected investments or in commingled funds or in 
shares of regulated investment companies.

1.70     Participant Voluntary Nondeductible Contributions: Any 
voluntary nondeductible contributions made in cash by a Participant to 
this Plan other than Employee Thrift Contributions.

1.71     Participant Voluntary Nondeductible Contributions Account: The 
Account established for a Participant pursuant to Section 3.8.6.

1.72     Participating Affiliate: Any Affiliate or any other employer 
designated as such by the Employer, and, by duly authorized action, that 
has adopted the Plan with the consent of the Employer and has not 
withdrawn therefrom.

1.73     Period of Severance: For purposes of the hourly records method, 
a Period of Severance is a period equal to the number of consecutive 
Plan Years or, with respect to eligibility, the applicable computation 
period under the definition of Year of Service, in which an Employee has 
500 Hours of Service or less. The Period of Severance shall be 
determined on the basis of Hours of Service and shall commence with the 
first Plan Year in which the Employee has 500 Hours of Service or less. 
With respect to any period of absence during which a Period of Severance 
does not commence, the Participant shall be credited with the Hours of 
Service (up to a maximum of 501 Hours of Service in a Plan Year) which 
would otherwise have been credited to him or her but for such absence, 
or if such Hours of Service cannot be determined, 8 Hours of Service for 
each day of absence.

For purposes of the elapsed time method, a Period of Severance is a 
continuous period of at least 12-consecutive months during which an 
individual's Employment is not continuing, beginning on the date an 
Employee retires, quits or is discharged or, if earlier, the first 12-
month anniversary of the date that the individual is otherwise first 
absent from service (with or without pay) for any other reason, and 
ending on the date the individual again performs an Hour of Service.

Anything in the definition thereof to the contrary notwithstanding, a 
Period of Severance shall not commence if the Participant is:

(A) On an authorized leave of absence in accordance with standard 
personnel policies applied in a nondiscriminatory manner to all 
Employees similarly situated and returns to active Employment by the 
Employer

or Affiliate immediately upon the expiration of such leave of absence;

(B) On a military leave while such Employee's re-employment rights are 
protected by law and returns to active Employment within ninety days 
after his or her discharge or release (or such longer period as may be 
prescribed by law); or

(C) Absent from work by reason of (i) the pregnancy of the Employee, 
(ii) the birth of a child of the Employee, or (iii) the placement of a 
child with the Employment in connection with the adoption of such child 
by such Employee, or (iv) the care of such child for a period beginning 
immediately following such birth or placement In determining when such a 
Participant's Period of Severance begins, the Participant will be 
credited with (i) for purposes of the elapsed time method, the 12-
consecutive month period beginning on the first anniversary of the first 
date of such absence; or (ii) for purposes of the hourly records method, 
the Hours of Service he or she would normally have had but for such 
absence, or if such Hours cannot be determined, eight Hours of Service 
for each day of such absence; provided, however, that such Hours of 
Service shall not exceed 501 and shall be credited only in the year in 
which such absence began if such crediting would prevent the Participant 
from incurring a Period of Severance in that year, or in any other case, 
shall be credited in the immediately following year.

1.74      Plan: The plan established by the Employer in the form of this 
Prototype Plan and the applicable Adoption Agreement executed by the 
Employer. The Plan shall have the name specified in the Adoption 
Agreement

1.75      Plan Year: Each 12-consecutive month period ending on the date 
s-fled in the Adoption Agreement, during any part of which the Plan is 
in effect.







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1.76      Prototype Plan: The Merrill Lynch Special Prototype Defined 
Contribution Plan set forth in this document, as amended or restated 
from time to time.

1.77     Qualified Joint and Survivor Annuity: An immediate annuity for 
the life of Participant with a survivor annuity continuing after the 
Participant's death to the Participant's Surviving Spouse for the 
Surviving Spouse's life in an amount equal to 50% of the amount of the 
annuity payable during the joint lives of the Participant and such 
Surviving Spouse and which is the actuarial equivalent of a single life 
annuity which could be provided for the Participant under an Annuity 
Contract purchased with the aggregate vested Account Balances of the 
Participant's Accounts at the Benefit Commencement Date.

1.78      Qualified Matching Contributions: Matching Contributions 
which, pursuant to the election made by the Employer, and in accordance 
with Code Section 401(m), are nonforfeitable when made and subject to 
the limitation on distribution set forth in the definition of Qualified 
Nonelective Contributions.

1.79     Qualified Matching Contributions Account: The Account 
established for a Participant pursuant to Section 3.8.7.

1.80     Qualified Nonelective Contributions: Contributions (other than 
Matching 401(k) Contributions, Qualified Matching 401(k) Contributions 
or Elective Deferrals), if any, made by the Employer which the 
Participant may not elect to receive in cash until distributed from the 
Plan, which are nonforfeitable when made, and which are not 
distributable under the terms of the Plan to Participants or their 
Beneficiaries earlier than the earlier of:

(A) termination of Employment, death, or Disability of the Participant;

(B) attainment of the age 59-1/2 by the Participant;

(C) termination of the Plan without establishment of another Defined 
Contribution Plan by the Employer or an Affiliate;

(D) disposition by the Employer or Participating Affiliate to an 
unrelated corporation of substantially all of its assets used in a trade 
or business if such unrelated corporation continues to maintain this 
Plan after the disposition but only with respect to Employees who 
continue employment with the acquiring unrelated entity. The sale of 85% 
of the assets used in a trade or business will be deemed a sale of 
"substantially all" the assets used in a trade or business;

(E) sale by the Employer to an unrelated entity of its interest in an 
Affiliate if such unrelated entity continues to maintain the Plan but 
only with respect to Employees who continue employment with such 
unrelated entity; and effective for Plan Years beginning before January 
1, 1989, upon the hardship of the Participant.

1.81    Qualified Nonelective Contributions Account: The Account 
established for a Participant pursuant to Section 3.8.7. 

1.82    Qualified Plan: A Defined Benefit Plan or Defined Contribution 
Plan.

1.83     Qualified Employer Securities: Employer securities, as that 
term is defined in ERISA Section 407(d)(5).

1.84      Rollover Contribution: A contribution described in Section 
3.4.

1.85     Rollover Contributions Account: The Account established for a 
Participant pursuant to Section 3.8.9.

1.86     Self-Employed Individual: An individual who has Earned Income 
for the Plan Year involved from the trade or business for which the Plan 
is established, or who would have had such Earned Income but for the 
fact that the trade or business with respect to which the Plan is 
established had no Net Profits for that Plan Year.

1.87     Social Security Retirement Age: Age 65 in the case of a 
Participant attaining age 62 before January 1, 2000 (i.e. born before 
January 1, 1938), age 66 for a Participant attaining age 62 after 
December 31,1999, and before January 1,2017 (i.e. born after December 
31, 1937, but before January 1, 1955), and age 67 for a Participant 
attaining age 62 after December 31, 2016 (i.e., born after December 
31,1954).

1.88     Sponsor: The mass submitter, Merrill Lynch Pierce, Fenner & 
Smith Incorporated and any successor thereto, and any other qualifying 
sponsoring organization who sponsors with the consent of the mass 
submitter, the Prototype Plan and makes the Prototype Plan available for 
adoption by Employers.

1.89     Spouse: The person married to a Participant, provided that a 
former spouse will be treated as the Spouse to the extent provided under 
a "qualified domestic relations order" (or a "domestic relations order" 
treated as such) as referred to in Section 12.6.

1.90     Surviving Spouse: The person married to a Participant on the 
earliest of:

(A) the date of the Participant's death; (B) the Participant's Benefit 
Commencement Date; or (C) the date on which an Annuity Contract is 
purchased for the Participant providing benefits under the Plan;
8
<PAGE>



Anything contained herein to the contrary notwithstanding, a former 
spouse will be treated as the Surviving Spouse to the extent provided 
under a "qualified domestic relations order" (or a "domestic relations 
order" treated as such) as referred to in Section 12.6.

1.91     Taxable Wage Base: The maximum amount of earnings which may be 
considered "wages" for the Plan Year involved under Code Section 
3121(a)(1).

1.92      Transferred Account: The Account established for a Participant 
pursuant to Section 3.8.10.

1.93      Trust: The trust established under the Plan to which Plan 
contributions are made and in which Plan assets are held.

1.94      Trust Fund: The assets of the Trust held by or in the name of 
the Trustee.

1.95     Trustee: The person appointed as Trustee pursuant to Article X 
and any successor Trustee.

1.96     Valuation Date: The last business day of each Plan Year, the 
date s-fled in the Adoption Agreement or determined pursuant to Section 
10.6, if applicable, and each other date as may be determined by the 
Administrator.

1.97     Vesting Service: The Years of Service credited to a Participant 
under Article IV for purposes of determining the Participant's vested 
percentage in any Employer Account established for the Participant.

1.98     Years of Service: If the Employer elects the hourly records 
method in the Adoption Agreement, an Employee shall be credited with one 
Year of Service for each Plan Year in which he or she has 1,000 Hours of 
Service. Solely for purposes of eligibility to participate, an Employee 
shall be credited with a Year of Service on the last day of the 12-
consecutive month period which begins on the first day on which he or 
she has an Hour of Service, if he or she has at least 1,000 Hours of 
Service in that period. If an Employee fails to be credited with a Year 
of Service on such date, he or she shall be credited with a Year of 
Service on the last day of each succeeding 12-consecutive month period.

If the Employer elects the elapsed time method in the Adoption 
Agreement, the Employee's Years of Service shall be a span of service 
equal to the sum of:

(A) the period commencing on the date the Employee first performs an 
Hour of Service and ending on the date he or she quits, retires, is 
discharged, dies, or if earlier, the 12-month anniversary of the date on 
which the Employee was otherwise first absent from service (with or 
without pay) for any other reason; and

(B) (i) if the Employee quits, retires, or is discharged, the period 
commencing on the date the Employee terminated his or her Employment and 
ending on the first date on which he or she again performs an Hour of 
Service, if such date is within 12 months of the date on which he or she 
last performed an Hour of Service; or

(ii) if the Employee is absent from work for any other reason and, 
within 12 months of the first day of such absence, the Employee quits, 
retires or is discharged, the period commencing on the first day of such 
absence and ending on the first day he or she again performs an Hour of 
Service if such day is within 12 months of the date his or her absence 
began.

With respect to both the elapsed time method and the hourly record 
method, service with a predecessor employer, determined in the manner in 
which the rules of this Plan would have credited such service had the 
Participant earned such service under the terms of this Plan, may be 
included in Years of Service, as s-fled in the Adoption Agreement.

ARTICLE II PARTICIPATION

2.1     Admission as a Participant

2.1.1     An Eligible Employee shall become a Participant on the Entry 
Date coincident with or next following the date on which he or she meets 
the eligibility requirements s-fled in the Adoption Agreement; provided, 
however that

(A) an Eligible Employee who has met the eligibility requirements as of 
the first day of the Plan Year in which the Plan is adopted as a new 
Plan shall become a Participant as of such date;

(B) an Eligible Employee who had met the eligibility requirements of a 
plan that is restated and/or amended to become this Plan shall become a 
Participant as of the date this Plan is adopted; and

(C) if selected in the Adoption Agreement, an Eligible Employee shall 
become a Participant on the effective date of the Plan providing he or 
she is an Eligible Employee on such date.




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2.1.2      An Employee who did not become a Participant on the Entry 
Date coincident with or next following the day on which he or she met 
the eligibility requirements because he or she was not then an Eligible 
Employee shall become a Participant on the first day on which he or she 
again becomes an Eligible Employee unless determined otherwise in 
accordance with Section 2.3.1 of the Plan.

2.1.3      If the Plan includes a CODA or thrift feature, in addition to 
the participation requirements set forth in Section 2.1.1, an Eligible 
Employee shall become a Participant upon filing his or her 4O1(k) 
Election or election to make Employee Thrift Contributions with the 
Administrator. An election shall not be required if the Employer has 
elected to make contributions to an Employer Account and/or Qualified 
Nonelective Contributions with respect to all Eligible Participants.

2.1.4      An individual who has ceased to be a Participant and who 
again becomes an Eligible Employee shall become a Participant 
immediately upon reemployment as an Eligible Employee unless determined 
otherwise in accordance with Section 23.1 of the Plan.

2.2      Rollover Membership and Trust to Trust Transfer

An Eligible Employee who makes a Rollover Contribution or a trust to 
trust transfer shall become a Participant as of the date of such 
contribution or transfer even if he or she had not previously become a 
Participant Such an Eligible Employee shall be a Participant only for 
the purposes of such Rollover Contribution or transfer and shall not be 
eligible to share in contributions made by the Employer until he or she 
has become a Participant in accordance with Section 2.1.

2.3       Crediting of Service for Eligibility Purposes

2.3.1     For purposes of eligibility to participate, an Eligible 
Employee or Participant without any vested interest in any Employer 
Account and without an Elective Deferrals Account who terminates 
Employment shall lose credit for his or her Years of Service prior to 
such termination of Employment if his or her Period of Severance equals 
or exceeds five years or, if greater, the aggregate number of Years of 
Service.

2.3.2     For purposes of eligibility to participate, a Participant who 
has a vested interest in any Employer Account and who terminates 
Employment shall retain credit for his or her Years of Service prior to 
such termination of Employment without regard to the length of his or 
her Period of Severance. In the event such Participant returns to 
Employment, he or she shall participate immediately.

2.3.3     A former Eligible Employee who was not a Participant who again 
becomes an Eligible Employee with no Years of Service to his or her 
credit shall be treated as a new Employee.

2.4     Termination of Participation

A Participant shall cease to be a Participant

(A) upon his or her death;

(B) upon the payment to him or her of all nonforfeitable benefits due to 
him or her under the Plan, whether directly or by the purchase of an 
Annuity Contract; or

(C) upon his or her Nonvested Separation.

2.5     Limitation for Owner-Employee

2.5.1   If the Plan provides contributions or benefits for one or more 
Owner-Employees who control the trade or business for which this Plan is 
established and who also control as an Owner-Employee or as Owner-
Employees one or more other trades or businesses, this Plan and the plan 
established for each such other trade or business must, when looked at 
as a single plan, satisfy the requirements of Code Sections 401 (a) and 
(d) with respect to the employees of this and all of such other trades 
or businesses.

2.5.2   If the Plan provides contributions or benefits for one or more 
Owner-Employees who control as an Owner-Employee or as Owner-Employees 
one or more other trades or businesses, the employees of the other 
trades or businesses must be included in a plan which satisfies the 
requirements of Code Sections 401 (a) and (d) and which provides 
contributions and benefits for the employees of such other trades or 
businesses not less favorable than the contributions and benefits 
provided for Owner-Employees under this Plan.

2.5.3    If an individual is covered as an Owner-Employee under the 
plans of two or more trades or businesses which are not controlled and 
the individual controls a trade or business, then the contributions or 
benefits of the employees under the plan of the trades or businesses 
which are controlled must be as favorable as those provided for such 
individual under the most favorable plan of the trade or business which 
is not controlled.





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2.5.4   For purposes of the preceding three subsections, an Owner-
Employee, or two or more Owner-Employees, will be considered to control 
a trade or business if the Owner-Employee, or two or more Owner-
Employees together:

(A)	own the entire interest in an unincorporated trade or business, or

(B) in the case of a partnership, own more than 50% of either the 
capital interest or the profits interest in the partnership.

For purposes of the preceding sentence, an Owner-Employee, or two or 
more Owner-Employees, shall be treated as owning any interest in a 
partnership which is owned, directly or indirectly, by a partnership 
which such Owner-Employee, or such two or more Owner-Employees, are 
considered to control within the meaning of the preceding sentence.

2.6     Corrections with Regard to Participation

2.6.1   If in any Plan Year an Eligible Employee who should be included 
as a Participant in the Plan is erroneously omitted and discovery of 
such omission is not made until after a contribution by the Employer for 
the year has been made, the Employer shall make a subsequent 
contribution with respect to the omitted Eligible Employee in the amount 
which would have contributed with respect to such Eligible Employee had 
he or she not been omitted. Such contribution shall be made whether or 
not it is deductible in whole or in part in any taxable year under 
applicable provisions of the Code. It shall be the responsibility of the 
Employer and Administrator to take any and all actions as required by 
this Section 26.1.

2.6.2   If in any Plan Year any person who should not have been included 
as a Participant in the Plan is erroneously included and discovery of 
such incorrect inclusion is not made until after a contribution for the 
year has been made, the amount contributed on behalf of such ineligible 
person shall constitute a forfeiture for the Plan Year in which the 
discovery is made. It shall be the responsibility of the Employer and 
Administrator to take any and all actions as required by this Section 
2.6.2.

2.7     Provision of Information

Each Employee shall execute such forms as may reasonably be required by 
the Administrator, and shall make available to the Administrator any 
information the Administrator may reasonably request in this regard. By 
virtue of his or her participation in this Plan, an Employee agrees, on 
his or her own behalf and on behalf of all persons who may have or claim 
any right by reason of the Employee's participation in the Plan, to be 
bound by all provisions of the Plan.

ARTICLE III

CONTRIBUTIONS AND ACCOUNT
ALLOCATIONS

3.1	Employer Contributions and Allocations

3.1.1   If the Plan is a profit-sharing plan, the Employer will 
contribute cash and/or Qualifying Employer Securities to the Trust Fund, 
in such amount, if any, as specified in the Adoption Agreement and with 
respect to Qualifying Employer Securities as is consistent with Sections 
10.4.2 and 10A.3. If the Plan is a profit-sharing plan, Net Profits may 
be necessary for an Employer to make contributions, as s-fled in the 
Adoption Agreement Employer Contributions for a Plan Year will be 
allocated no later than the last day of the Plan Year to the Employer 
Contributions Account of Participants eligible for an allocation in the 
manner s-fled in the Adoption Agreement A not-for-profit corporation may 
adopt a profit-sharing plan as an incentive plan; provided, however, 
that such a plan may not contain a CODA feature unless otherwise 
permitted by law.

3.1.2   If the Plan is a money purchase pension plan, the Employer will 
contribute cash to the Trust Fund in an amount equal to that percentage 
of the Compensation of each Participant eligible for an allocation of 
Employer contributions for that Plan Year as s-fled in the Adoption 
Agreement Employer Contributions for the Plan Year will be allocated as 
of the last day of the Plan Year to the Employer Contributions Accounts 
of Participants eligible for an allocation and entitled to share in such 
contributions in the manner s-fled in the Adoption Agreement

3.1.3    If the Plan is a target benefit plan, the Employer will 
contribute cash to the Trust Fund in an amount s-fled in the Adoption 
Agreement The amount contributed with respect to the targeted benefit of 
each Participant eligible for an allocation for that Plan Year will be 
allocated as of the last day of the Plan Year to the Participant's 
Employer Contributions Account in the manner s-fled in the Adoption 
Agreement

3.1.4   If the Employer elects in the Adoption Agreement to make 
contributions on behalf of a Participant whose Employment terminated due 
to Disability, "Compensation" shall mean, with respect to such 
Participant, the Compensation he or she would have received for the 
entire calendar  year in which the Disability occurred if he or she had 
been paid for such year at the rate at which he or she was being paid 
immediately prior to such Disability. Employer Contributions may be 
taken into account only if the Participant is a Nonhighiy Compensated 
Employee and contributions made on his or her behalf are nonforfeitable.

3.1.5    If an Employer has adopted more than one Adoption Agreement, or 
has adopted a plan pursuant to the Merrill Lynch Special Prototype 
Defined Benefit Plan and Trust, only one Adoption Agreement may be 
integrated with Social Security.


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3.1.6    For purposes of the Plan, contributions provided by the 
"leasing organization" referred to in Section 1.37 of a Leased Employee 
which are attributable to services performed for the Employer shall be 
treated as provided by the Employer.

3.2     Participant Voluntary Nondeductible Contributions

3.2.1   If elected by the Employer in the Adoption Agreement, each 
Participant while actively employed may make Participant Voluntary 
Nondeductible Contributions in cash in a dollar amount or a percentage 
of Compensation which does not, when included in the Contribution 
Percentage Amount, exceed the limitations set forth in Code Section 
401(m).

3.2.2   Participant Voluntary Nondeductible Contributions shall be made 
in accordance with rules and procedures adopted by the Administrator.

3.3     Rollover Contributions and Trust to Trust Transfers

3.3.1  Any Eligible Employee or Participant may make a Rollover 
Contribution under the Plan. A Rollover Contribution shall be in cash or 
in other property acceptable to the Trustee and shall be a contribution 
attributable to (a) a "qualified total distribution" (as defined in Code 
Section 402(a)(5)), distributed to the contributing Employee under Code 
Section 402(a)(5) from a Qualified Plan or distributed to the Employee 
under Code Section 403(a)(4) from an "employee annuity" or referred to 
in that section, or (b)a payout or distribution to the Employee referred 
to in Code Section 408(d)(3) from an "individual retirement account" or 
an "individual retirement annuity" described, respectively, in Code 
Section 408(a) or Section 408(b consisting exclusively of amounts 
attributable to "qualified total distributions" (as defined in Code 
Section 402(a)(5)) from a Qualified Plan. The Plan shall not accept a 
Rollover Contribution attributable to any accumulated deductible 
employee contributions as defined by Code Section 72(o)(5)(B). The 
Trustee may condition acceptance of a Rollover Contribution upon receipt 
of such documents as it may require. In the event that an Employee makes 
a contribution pursuant to this Section 3.3 intended to be a Rollover 
Contribution but which did not qualify as a Rollover Contribution, the 
Trustee shall distribute to the Employee as soon as practicable after 
that conclusion is reached the entire Account balance in his or her 
Rollover Contributions Account deriving from such contributions 
determined as of the valuation date coincident with or immediately 
preceding such discovery.

3.3.2   Any Eligible Employee or Participant may direct the 
Administrator to direct the Trustee to accept a transfer to the Trust 
Fund from another trust established pursuant to another Qualified Plan 
of all or any part of the assets held in such other trust. The Plan 
shall not accept a direct transfer attributable to accumulated 
deductible employee contributions as defined by Code Section 
72(o)(5)(B). The Trustee may condition acceptance of such a trust to 
trust transfer upon receipt of such documents as it may require.

3.4     Section 401(k) Contributions and Account Allocations

3.4.1     Elective Deferrals

(A) Amount of Elective Deferrals

Subject to the limitations contained in Section 3.4.2, the Employer will 
contribute cash to the Trust Fund in an amount equal to:

(i) as specified on the Participant's 401(k) Election form, the specific 
dollar amount, or the deferral percentage multiplied by each such 
Participant's Compensation; or

(ii) a bonus contribution made pursuant to Section 3.4.1 (C).

(B) The amount elected by a Participant pursuant to a 401 (k) Election 
shall be determined within the limits s-fled in the Adoption Agreement 
The 401(k) Election shall be made on a form provided by the 
Administrator but no election shall be effective prior to approval by 
the Administrator. The Administrator may reduce the amount of any 401 
(k) Election, or make such other modifications as necessary, so that the 
Plan complies with the provisions of the Code. A Participant's 401(k) 
Election shall remain in effect until modified or terminated. 
Modification or termination of a 401(k) Election shall be made at such 
time as specified in the Adoption Agreement.

(C) If elected by the Employer in the Adoption Agreement, an Eligible 
Employee may make a 401(k) Election to have an amount withheld up to the 
amount of any bonus payable for such Plan Year and direct the Employer 
to contribute the amount so withheld to his or her Elective Deferrals 
Account.

3.42   Limitation on Elective Deferrals

(A) Maximum Amount of Elective Deferrals and Distribution of Excess 
Elective Deferrals

(i) No Participant shall be permitted to have Elective Deferrals made 
under this Plan, or any other Qualified Plan maintained by the Employer, 
during any Plan Year in excess of the dollar limitation contained in 
Code Section 402(g) in effect at the beginning of the Participant's 
taxable year.




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(ii) Notwithstanding any other provision of the Plan, Excess Elective 
Deferrals made to this Plan or assigned to this Plan, plus any income 
and minus any loss allocable thereto, shall he distributed no later than 
April 15, 1988, and each April 15 thereafter, to Participants to whose 
accounts Excess Elective Deferrals were designated for the preceding 
Plan Year and who claim Excess Elective Deferrals for such taxable year. 
Excess Elective Deferrals shall be treated as Annual Additions.

(iii)  Claims.  A Participant may designate to this Plan any amount of 
his or her Elective Deferrals as Excess Elective Deferrals during his or 
her taxable year. A Participant's claim shall he in writing, shall he 
submitted to the Administrator no later than March 1, shall specify the 
Participant's Excess Elective Deferral for the preceding Plan Year, and 
shall be accompanied by the Participant's written statement that if such 
amounts are not distributed, such Excess Elective Deferral, when added 
to amounts deferred under other plans or arrangements described in Code 
Section 401(k), Code Section 408(k:), Code Section 403(b,) or Code 
Section 457, exceeds the limit imposed on the Participant by Code 
Section 402(g) for the year in which the deferral occurred. A 
Participant is deemed to notify the Administrator of any Excess Elective 
Deferrals that arise by taking into account only those Elective 
Deferrals made to this Plan and any other plans of the Employer or an 
Affiliate.

(iv) Determination of Income or Loss. Excess Elective Deferrals shall be 
adjusted for income or loss up to the date of distribution. The income 
or loss allocable to Participant's Excess Elective Deferrals is the sum 
of:
(1) the income or loss allocable to the Participant's Elective Deferrals 
Account for the Participant's taxable year multiplied by a fraction, the 
numerator of which is the Participant's Excess Elective Deferrals for 
the Participant's taxable year and the denominator of which is the 
Account Balance of the Participant's Elective Deferrals Account without 
regard to any income or loss occurring during such taxable year; and (2) 
ten percent of the amount determined under (1) multiplied by the number 
of whole calendar months between the end of the Participant's taxable 
year and the date of distribution, counting the month of distribution if 
distribution occurs after the 15th of such month.

Anything in the preceding paragraph of this Section 3.4.2(A)(iv) to the 
contrary notwithstanding, any reasonable method for computing the income 
or loss allocable to Excess Elective Deferrals may be used, provided 
that such method is used consistently for all Participants and for all 
corrective distributions under the Plan, and is used by the Plan for 
allocating income or loss to Participants' Accounts. Income or loss 
allocable to the period between the end of the taxable year and the date 
of distribution may he disregarded in determining income or loss.

(B) ADP Test

The Average Actual Deferral Percentage for Highly Compensated Employees 
for each Plan Year and the Average Actual Deferral Percentage for 
Nonhighly Compensated Employees for the same Plan Year must satisfy one 
of the following tests:

(i) The Average Actual Deferral Percentage for Eligible Participants who 
are Highly Compensated Employees for the Plan Year shall not exceed the 
Average Actual Deferral Percentage for Eligible Participants who are 
Nonhighly Compensated Employees for the Plan Year multiplied by 1.25; or

(ii) The Average Actual Deferral Percentage for Eligible Participants 
who are Highly Compensated Employees for the Plan Year shall not exceed 
the Average Actual Deferral Percentage for Eligible Participants who are 
Nonhighly Compensated Employees for the Plan Year multiplied by 2.0; 
provided that the Average Actual Deferral Percentage for Eligible 
Participants who are Highly Compensated Employees does not exceed the 
Average Actual Deferral Percentage for Participants who are Nonhighly 
Compensated Employees by more than two percentage points.

(C)  Special Actual Deferral Percentage Rules

(i) The Actual Deferral Percentage for any Eligible Participant who is a 
Highly Compensated Employee for the Plan Year and who is eligible to 
have Elective Deferrals and Qualified Matching Contributions or 
Qualified Nonelective Contributions, or both, if treated as Elective 
Deferrals for purposes of the ADP Test, allocated to his or her accounts 
under two or more plans or arrangements described in Code Section 4O1(k) 
that are maintained by the Employer shall be determined as if all such 
Elective Deferrals, Qualified Matching Contributions and Qualified 
Nonelective Contributions were made under a single arrangement. If a 
Highly Compensated Employee participates in two or more cash or deferred 
arrangements that have different plan years, all cash or deferred 
arrangements ending with or within the same calendar year shall be 
treated as a single arrangement.

(ii) In the event that this Plan satisfies the requirements of Code 
Section 401(k), Code Section 401(a)(4) or Code Section 410(b) only if 
aggregated with one or more other qualified plans, or if one or more 
other qualified plans satisfy the requirements of such Code Sections 
only if aggregated with this Plan, then this Section shall be applied by 
determining the Actual Deferral Percentage of Employees as if all such 
qualified plans were a single qualified plan. For Plan Years beginning 
after December 31,1989, plans may be aggregated in order to satisfy Code 
Section 401(k) only if they have the same plan year.









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<PAGE>



(iii) For purposes of determining the Actual Deferral Percentage of an 
Eligible Participant who is a 5% owner or one of the ten most highly 
paid Highly Compensated Employees, the Elective Deferrals (and Qualified 
Matching Contributions or Qualified Nonelective Contributions, or both 
if treated as Elective Deferrals for purposes of one of the tests 
referred to in Section 3.4.2(B)) and CODA Compensation of such 
Participant shall include the Elective Deferrals (and, if applicable, 
Qualified Matching Contributions, Qualified Nonelective Contributions) 
and CODA Compensation for the Plan Year of Family Members. Family 
Members with respect to such Highly Compensated Employees shall be 
disregarded as separate employees in determining the Actual Deferral 
Percentage both for Eligible Participants who are Nonhighly Compensated 
Employees and for Eligible Participants who are Highly Compensated 
Employees.

(iv) For purposes of determining the ADP Test, Elective Deferrals, 
Qualified Matching Contributions, and Qualified Nonelective must be made 
before the last day of the 12-month period immediately following the 
Plan Year to which such contributions relate.

(v) The Employer shall maintain records sufficient to demonstrate 
satisfaction of the ADP Test and the amount of Qualified Nonelective 
Contributions and/or Qualified Matching Contribution used in such test.

(vi) The determination and treatment of the Elective Deferrals, 
Qualified Matching Contributions, and Qualified Nonelective 
Contributions, used in the ADP Test shall satisfy such other 
requirements as may be prescribed by the Secretary of the Treasury.

(D) Distribution of Excess Contributions

(i) In General. Notwithstanding any other provision of the Plan except 
Section 3.4.2(E), Excess Contributions, plus any income and minus any 
loss allocable thereto, shall be distributed no later than the last day 
of each Plan Year beginning after December 31, 1987, to Participants to 
whose Accounts Elective Deferrals, Qualified Matching Contributions, and 
Qualified Nonelective Contributions were allocated for the preceding 
Plan Year.1  Excess Contributions of Participants who are subject to the 
Family Member aggregation rules shall be allocated among the Family 
Members in proportion to the Elective Deferrals (and amounts treated as 
Elective Deferrals) of each Family Member that is combined to determine 
the combined Actual Deferral Percentage. Excess Contributions shall be 
treated as Annual Additions.

(ii) Determination of Income or Loss. Excess Contributions shall be 
adjusted for any income or loss up to the date of distribution. The 
income or loss allocable to Excess Contributions is the sum of: (1) the 
income or loss allocable to the Participant's Elective Deferrals Account 
(and, if applicable, the Qualified Nonelective Contributions Account or 
the Qualified Matching Contributions Account or both) for the Plan Year 
multiplied by a fraction, the numerator of which is such Participant's 
Excess Contributions for the year and the denominator of which is the 
Account Balances of Participants Elective Deferrals Account, Qualified 
Nonelective Contributions Account and Qualified Matching Contributions 
Account if any of such contributions are included in the ADP Test, 
without regard to any income or loss occurring during such Plan Year; 
and

1 Distribution of Excess Contributions on or before the last day of the 
Plan Year after the Plan Year in which such excess amounts arose is 
required under Code Section 401(k)(8) if the Plan is to maintain its 
tax-qualified status. However, if such excess amounts, plus any income 
and minus any loss allocable thereto, are distributed more than 2-1/2 
months after the last day of the Plan Year in which such excess amounts 
arose, then Code Section 4979 imposes a 10% excise tax on the employer 
maintaining the plan with respect to such amounts.

(2)10% of the amount determined under (1) multiplied by the number of 
whole calendar months between the end of the Plan Year and the date of 
distribution, counting the month of distribution if distribution occurs 
after the 15th of such month.

Anything in the preceding paragraph of this Section 3.4.2(D)(ii) to the 
contrary notwithstanding, any reasonable method for computing the income 
or loss allocable to Excess Contributions may be used, provided that 
such method is used consistently for all Participants and for all 
corrective distributions under the Plan for the Plan Year, and is used 
by the Plan for allocating income or loss to Participant's Accounts. 
Income or loss allocable to the period between the end of the Plan Year 
and the date of distribution may be disregarded in determining income or 
loss.

(iii) Accounting for Excess Contributions. Amounts distributed under 
this Section 3.4.2(D) shall first be distributed from the Participant's 
Elective Deferrals Account and Qualified Matching Contributions Account 
in proportion to the Participant's Elective Deferrals and Qualified 
Matching Contributions (to the extent used in the ADP Test) for the Plan 
Year. Excess Contributions shall be distributed from the Participant's 
Qualified Nonelective Contributions Account only to the extent that such 
Excess Contributions exceed the balance in the Participant's Elective 
Deferrals Account and Qualified Matching Contributions Account.

(E) In lieu of distributing Excess Contributions pursuant to the 
preceding Section 3.4.2(D), and as s-fled in the Adoption Agreement, the 
Employer may make special Qualified Nonelective Contributions on behalf 
of Nonhighly Compensated Employees that are sufficient to satisfy the 
ADP Test

(F) In lieu of distributing Excess Contributions, the Participant may 
treat his or her Excess Contributions as an amount distributed and then 
re-contributed by such Participant Recharacterized amounts are 100% 
nonforfeitable and subject to the same distribution requirements as 
Elective Deferrals. Amounts may not be recharacterized by a Highly 
Compensated Employee to the extent that such amount in combination with 
other amounts made to the Participant's Participant Contributions 
Account would exceed any stated limit on such contributions, as 
specified in the Adoption Agreement If Excess Contributions are 
recharacterized, they must be so no later than two and one half months 
after the last day of the Plan Year in which such Excess Contributions 
arose and they are deemed to occur no earlier than the date the last 
Highly Compensated Employee is informed in writing of the amount 
recharacterized and the consequences thereof. Recharacterieed amounts 
are taxable to the Participant for the tax year in which he or she would 
have received such contributions in cash.

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(G) Under no circumstances may Elective Deferrals, Qualified Matching 
Contributions and Qualified Nonelective Contributions be contributed and 
allocated to the Trust later than the last day of the 12-month period 
immediately following the Plan Year to which such contributions relate.

3.5   Matching 401(k) Contributions

3.5.1  Amount of Matching Contributions Subject to the limitations 
contained in Sections 3.9 and 3.5.2, for each Plan Year the Employer 
will contribute in cash and/or Qualifying Employer Securities, Matching 
401(k) Contributions to the Trust Fund in an amount, if any, calculated 
by reference to the Participants' Elective Deferrals as specified in the 
Adoption Agreement.

3.51  Limitation on Contribution Percentage

(A)  ACP Test

The Average Contribution Percentage for Eligible Participants who are 
Highly Compensated Employees for the Plan Year and the Average 
Contributions Percentage for Eligible Participants who are Nonhighly 
Compensated Employees for the same Plan Year must satisfy one of the 
following tests:

(i) the Average Contribution Percentage for Eligible Participants who 
are Highly Compensated Employees for the Plan Year shall not exceed the 
Average Contribution Percentage for Eligible Participants who are 
Nonhighly Compensated Employees for the same Plan Year multiplied by 
1.25; or 

(ii) the Average Contribution Percentage for Eligible Participants who 
are Highly Compensated Employees shall not exceed the Average 
Contribution Percentage for Eligible Participants who are Nonhighly 
Compensated Employees by more than two percentage points or such lesser 
amount as the Secretary of the Treasury shall prescribe to prevent the 
multiple use of this alternative limitation with respect to any Highly 
Compensated Employee.

(B)  Special Average Contribution Percentage Rules

(i)  For purposes of this Section 3.5.2, the Contribution Percentage for 
any Eligible Participant who is a Highly Compensated Employee for the 
Plan Year and who is eligible to have Matching 401(k) Contributions or 
Matching Thrift Contributions, as the case may be (other than Qualified 
Matching Contributions), allocated to his or her account under two or 
more qualified plans described in Code Section 401 (a), or arrangements 
described in Code Section 401(k) shall be determined as if the total of 
such Contribution Percentage Amounts was made under each plan. If a 
Highly Compensated Employee participates in 2 or more cash or deferred 
arrangements that have different plan years, all cash or deferred 
arrangements ending with or within the same calendar year shall be 
treated as a single arrangement.

(ii) In the event that this Plan satisfies the requirements of Code 
Section 410(b,) only if aggregated with one or more other plans, or if 
one or more other plans satisfy the requirements of Code Section 410(b) 
only if aggregated with this Plan, then this Section 3.5.2 shall be 
applied by determining the Contribution Percentages of Employees as if 
all such plans were a single plan. For Plan Years beginning after 
December 31, 1989, plans may be aggregated in order to satisfy Code 
Section 401(m) only if they have the same plan year.

(iii) For purposes of determining the Contribution Percentage of an 
Eligible Participant who is a 5% owner or one of the 10 most highly-paid 
Highly Compensated Employees, the Contribution Percentage Amounts and 
the CODA Compensation of such Participant shall include the Contribution 
Percentage Amounts and CODA Compensation for the Plan Year of Family 
Members. Family Members with respect to Highly Compensated Employees 
shall be disregarded as separate employees in determining the 
Contribution Percentage both for Participants who are Nonhighly 
Compensated Employees and for Participants who are Highly Compensated 
Employees.

(iv) For purposes of determining the ACP Test, Matching 401(k) 
Contributions, Matching Thrift Contributions and Qualified Nonelective 
Contributions will be considered made for a Plan Year if made no later 
than the end of the 12-month period beginning on the day after the close 
of the Plan Year.

(v) The Employer shall maintain records sufficient to demonstrate 
satisfaction of the ACP Test and the amount of Qualified Nonelective 
Contributions or Qualified Matching Contributions, or both, used in such 
test.

(C) Multiple Use

If one or more Highly Compensated Employees participate in both a cash 
or deferred arrangement and a plan subject to the ACP Test and the sum 
of the Actual Deferral Percentage and the Actual Contribution Percentage 
of those Highly Compensated Employees exceeds the "aggregate limit", 
then the Actual Contribution Percentage of those Highly Compensated 
Employees will be reduced, beginning with such Highly Compensated 
Employee whose Actual Contribution Percentage is the highest, so that 
the limit is not exceeded. The amount by which each Highly Compensated 
Employee's Contribution Percentage is reduced shall be treated as an 
Excess Aggregate Contribution. The Actual Deferral Percentage and Actual 
Contribution Percentage of the Highly Compensated Employees are 
determined after any corrections required to meet the ADP Test and the 
ACP Test Multiple use does not occur if either the Average Deferral 
Percentage or Actual Contribution Percentage of the Highly Compensated 
Employees does not exceed 1.25 multiplied by the Actual Deferral 
Percentage and the Actual Contribution Percentage of the Nonhighly 
Compensated Employees.
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(i) The "aggregate limit" is the sum of (1) 125% of the greater of the 
Actual Deferral Percentage for Participants who are Nonhighly 
Compensated Employees for the Plan Year or the Actual Deferral 
Percentage for Participants who are Nonhighly Compensated Employees for 
the Plan Year beginning with or within the Plan Year and (2) the lesser 
of 200% or two plus the lesser of such Actual Deferral Percentage or 
Actual Contribution Percentage. "Lesser" is substituted for "greater" in 
"(1)," above, and "greater" is substituted for "lesser" after "two plus 
the" in "(2)" if it would result in a larger aggregate limit.

(D)  Forfeiture of Excess Aggregate Contributions

(i) In General. Notwithstanding any other provision of this Plan, Excess 
Aggregate Contributions, plus any income and minus any loss allocable 
thereto, shall be forfeited and applied to reduce subsequent Matching 
401(k) Contributions or Matching Thrift Contributions, as the case may 
be. No forfeitures arising under this Section 3.6.2(D) shall be 
allocated to the account of any Highly Compensated Employee. If not 
forfeitable, Excess Aggregate Contributions shall be distributed no 
later than the last day of each Plan Year beginning after December 
31,1987, to Participants to whose Accounts such Excess Aggregate 
Contributions were allocated for the preceding Plan Year. Excess 
Aggregate Contributions of Participants who are subject to the Family 
Member aggregation rules shall be allocated among the Family Members in 
proportion to the amounts constituting Contribution Percentage Amounts 
of each Family Member that is combined to determine the combined Actual 
Contribution Percentage. Excess Aggregate Contributions shall be treated 
as Annual Additions. Anything above to the contrary notwithstanding, any 
forfeiture or distribution under this Section 3.5.2(D)(i) shall occur 
only if sufficient Employee Thrift Contributions and/or Participant 
Voluntary Nondeductible Contributions, as the case may be, are not 
distributed from the qualified plan holding such Employee Thrift 
Contributions and/or Participant Voluntary Nondeductible Contributions, 
as the case may be.2

(ii) Determination of Income or Loss. Excess Aggregate Contributions 
shall be adjusted for any income or loss up to the date of distribution. 
The income or loss allocable to Excess Aggregate Contributions is the 
sum of: (1) the income or loss allocable to the Participant's Matching 
401(k) Contribution Account or Matching milt Contribution Account (if 
any, and if all amounts therein are not used in the ADP Test) and, if 
applicable, Qualified Nonelective Contribution Account and Elective 
Deferrals Account for the Plan Year multiplied by a fraction, the 
numerator of which is such Participant's Excess Aggregate Contributions 
for the year and the denominator of which is the Participant's Account 
Balance(s) attributable to Contribution Percentage Amounts without 
regard to any income or loss occurring during such Plan Year; and (2)10% 
of the amount determined under (1) multiplied by the number of whole 
calendar months between the end of the Plan Year and the date of 
distribution, counting the month of distribution if distribution occurs 
after the 15th of such month.

Anything in the preceding paragraph of this Section 3.5.2(D)(ii) to the 
contrary notwithstanding, any reasonable method for computing the income 
or loss allocable to Excess Aggregate Contributions may be used, 
provided that such method is used consistently for all Participants and 
for all corrective distributions under the Plan for the Plan Year, and 
is used by the Plan for allocating income or loss to Participants' 
Accounts. Income or loss allocable to the period between the end of the 
Plan Year and the date of distribution may be disregarded in determining 
income or loss.

(iii) The determination of the Excess Aggregate Contributions shall be 
made after first determining the Excess Elective Deferrals, and then 
determining the Excess Contributions.

3.5.3   For purposes of determining the ACP Test, Qualified Nonelective 
Contributions, Matching 401(k) Contributions and Matching Thrift 
Contributions will be considered made for a Plan Year if paid to the 
Trustee no later than the end of the 12-month period beginning on the 
day after the close of the Plan Year.

3.6  Thrift Contributions

3.6.1 Employee Thrift Contributions. If elected by the Employer in the 
Adoption Agreement to provide for Employee Thrift Contributions, the 
Employer will contribute cash to the Trust Fund in an amount equal to 
(A) the Employee Thrift Contribution percentage of each Participant on 
his or her Employee Thrift Contribution election form multiplied by each 
such Participant's Compensation or (B) the specific dollar amount set 
forth on the Participant's election form.

The amount elected by a Participant pursuant to a Participant's Employee 
Thrift Contribution election shall be determined within the limits s-
fled in the Adoption Agreement. Such election shall be made on a form 
provided by the Administrator but no election shall be effective prior 
to approval by the Administrator. The Administrator may reduce the 
amount of any Employee Thrift Contribution, or make such other 
modifications as necessary, so that the Plan complies with the 
provisions of the Code. A Participant's election shall remain in effect 
until modified or terminated at such times as specified in the Adoption 
Agreement.

3.6.2  Matching Thrift Contributions. Subject to the limitations 
contained in Sections 3.9 and 3.5.2, for each Plan Year the Employer 
will contribute in cash and/or Qualifying Employer Securities, Matching 
Thrift Contributions to the Trust Fund in an amount, if any, calculated 
by reference to the Participants' Employee Thrift Contributions, as 
specified in the Adoption Agreement

Matching Thrift Contributions made by the Employer will be allocated to 
the Matching Thrift Contributions Account of those Participants who have 
contributed Employee Thrift Contributions to the Plan, as specified in 
the Adoption Agreement.




16
<PAGE>



2Distribution or forfeiture of Excess Aggregate Contributions on or 
before the last day of the Plan Year after the Plan Year in which such 
excess amounts arose is required under Code Section 401(m)(6) if the 
Plan is to maintain its tax-qualified status. However, if such excess 
amounts, plus any income and minus any loss allocable thereto, are 
distributed more than 2-1/2 months after the last day of the Plan Year 
in which such excess amounts arose, then Code Section 4979 imposes a 10% 
excise tax on the employer maintaining the plan with respect to such 
amounts.

3.7  Treatment of Forfeitures

3.7.1   If the Employer has elected in the Adoption Agreement to 
reallocate forfeitures for a Plan Year among Participants, then such 
forfeitures, if any, shall be allocated as of the last day of the Plan 
Year to the Employer Accounts of those Participants who are eligible to 
share in the allocation of contributions to that particular Employer 
Account (whether or not a contribution was made for that Plan Year) for 
that Plan Year in that particular Employer Account category with respect 
to which such forfeitures are attributable. If the Plan Is a Target 
Benefit Plan, forfeitures may only be used to reduce Employer 
Contributions, in accordance with Section 3.7.2.

3.7.2   If the Employer has elected in the Adoption Agreement to use 
forfeiture to reduce contributions, then forfeitures shall be applied in 
the succeeding Plan Year to reduce Employer Contributions in that 
particular Employer Account category to which such forfeitures were 
attributable.

3.8  Establishing of Accounts

3.8.1   An Elective Deferrals Account shall be established for each 
Eligible Participant who makes a 401(k) Election to which the 
Administrator shall credit, or cause to be credited, Elective Deferrals 
allocable to each such Participant, plus earnings or losses thereon.

3.8.2   An Employer Contributions Account shall be established for each 
Participant to which the Administrator shall credit or cause to be 
credited Employer contributions pursuant to Section 3.1, and forfeitures 
attributable to such contributions, if any, plus earnings or losses 
thereon.

3.8.3   An Employee Thrift Contributions Account shall be established 
for each Participant who makes Employee Thrift Contributions to the 
Plan, to which the Administrator shall credit, or cause to be credited, 
all amounts allocable to each such Participant, plus earnings or losses 
thereon.

3.8.4    A Matching 401(k) Contributions Account shall be established 
for each Participant for whom Matching 401(k) Contributions are made, to 
which the Administrator shall credit, or cause to be credited, all such 
amounts allocable to each such Participant, plus earnings or losses 
thereon.

3.8.5    A Matching Thrift Contributions Account shall be established 
for each Participant for whom Matching Thrift Contributions are made, to 
which the Administrator shall credit, or cause to be credited, all 
amounts allocable to each such Participant, plus earnings or losses 
thereon.

3.8.6    A Participant Voluntary Nondeductible Contributions Account 
shall be established for each Participant who makes Participant 
Voluntary Nondeductible Contributions to the Plan, plus earnings or 
losses thereon.

3.8.7   A Qualified Matching Contributions Account shall be established 
for each Eligible Participant for whom Qualified Matching Contributions 
are made, to which the Administrator shall credit, or cause to be 
credited, all amounts allocable to each such Participant, plus earnings 
or losses thereon.

3.8.8   A Qualified Nonelective Contributions Account shall be 
established for each Participant for whom Qualified Nonelective 
Contributions are made, to which the Administrator shall credit, or 
cause to be credited, all amounts allocable to each such Participant, 
plus earnings or losses thereon.

3.8.9   A Rollover Contributions Account shall be established for each 
Participant who contributes to the Plan pursuant to Section 3.3 to which 
the Administrator shall credit, or cause to be credited, Rollover 
Contributions made by the Participant, plus earnings or losses thereon

3.8.10   A Transferred Contributions Account shall be established for 
each Participant for whom assets are transferred from another Qualified 
Plan, to which the Administrator shall credit, or cause to be credited, 
transferred assets, plus earnings or losses thereon.

3.9   Limitation on Amount of Allocations

3.9.1   As used in this Section 3.9, each of the following terms shall 
have the meaning for that term set forth in this Section 3.9.1.

(A)   Annual Additions means, for each Participant, the sum of the 
following amounts credited to the Participant's Accounts for the 
Limitation Year:

(i) Employer Contributions within the meaning of IRS regulation 1.4154-
6(b);

(ii) Employee Contributions;

(iii) forfeitures;


17
<PAGE>



(iv) allocation under a simplified employee pension; and

(v) any Excess Amount applied under a Defined Contribution Plan in the 
Limitation Year to reduce Employer Contributions will also be considered 
as part of the Annual Additions for such Limitation Year.

Amounts allocated after March 31, 1984, to an "individual medical 
benefit account" as defined in Code Section 415(1)(2) ("Individual 
Medical Benefit Account") which is part of a pension or annuity plan 
maintained by the Employer or Affiliate are treated as Annual Additions 
to a Defined Contribution Plan. Also, amounts derived from contributions 
paid or accrued after December 31,1985, in taxable years ending after 
that date, which are attributable to post-retirement medical benefits 
allocated to the separate account of a "key employee" as defined in Code 
Section 419A(d)(3) under a "welfare benefit fund" as defined in Code 
Section 419(e) ("Welfare Benefit Fund") maintained by the Employer or 
Affiliate, are treated as Annual Additions to a Defined Contribution 
Plan.

(B) Defined Benefit Dollar Limitation means $90,000 multiplied by the 
Adjustment Factor or such other limitation set forth in Code Section 
415(b)(1) as in effect for the Limitation Year.

(C) Defined Benefit Fraction means a fraction, the numerator of which is 
the sum of the Projected Annual Benefits of the Participant involved 
under all Defined Benefit Plans (whether or not terminated) maintained 
by the Employer or Affiliate, and the denominator of which is the lesser 
of 125% of the Defined Benefit Dollar Limitation determined for the 
Limitation Year or 140% of the Participant's Highest Average Limitation 
Compensation, including any adjustments under Code Section 415(b).

Notwithstanding the above, if the Participant was a Participant as of 
the first day of the first Limitation Year beginning after December 31, 
1986, in one or more Defined Benefit Plans maintained by the Employer or 
Affiliate which were in existence on May 5,1986, the denominator of this 
fraction will not be less than 125% of the sum of the annual benefits 
under such Plans which the Participant had accrued as of the dose of the 
last Limitation Year beginning before January 1, 1987, disregarding any 
changes in the terms and conditions of the plans after May 5,1986. The 
preceding sentence applies only if the Defined Benefit Plans 
individually and in the aggregate satisfied the requirements of Code 
Section 415 for all Limitation Years beginning before January 1, 1987.

(D)   Defined Contribution Dollar Limitation means $30,000 or if 
greater, one-fourth of the Defined Benefit Dollar Limitation as in 
effect for the Limitation Year.

(E)   Defined Contribution Fraction means a fraction, the numerator of 
which is the sum of the Annual Additions to the Participant's Account or 
Accounts under all the Defined Contribution Plans (whether or not 
terminated) maintained by the Employer or Affiliate for the current and 
all prior Limitation Years (including the Annual Additions attributable 
to the Participant's nondeductible contributions to all Defined Benefit 
Plans, whether or not terminated, maintained by the Employer or 
Affiliate and the Annual Additions attributable to all Welfare Benefit 
Funds, Individual Medical Benefit Accounts, and simplified employee 
pensions maintained by the Employer or Affiliate), and the denominator 
of which is the sum of the "maximum aggregate amounts" (as defined in 
the following sentence) for the current and all prior Limitation Years 
of service with the Employer or Affiliate (regardless of whether a 
Defined Contribution Plan was maintained by the Employer or Affiliate). 
The "maximum aggregate amount" in any Limitation Year is the lesser of 
(i) 125% of the Defined Benefit Dollar Limitation in effect under Code 
Section 415(c)(1)(A) or (ii) 35% of the Participant's Compensation for 
such year.

If the Employee was a Participant as of the first day of the first 
Limitation Year beginning after December 31, 1986, in one or more 
Defined Contribution Plans maintained by the Employer or Affiliate in 
existence on May 5,1986, the numerator of this fraction will be adjusted 
if the sum of this fraction and the Defined Benefit Fraction would 
otherwise exceed 1.0 under the terms of this Plan. Under the adjustment, 
an amount equal to the product of (A) the excess of the sum of the 
fractions over 1.0 times (B) the denominator of this fraction will be 
permanently subtracted from the numerator of this fraction. The 
adjustment is calculated using the fractions as they would be computed 
as of the later of the end of the last Limitation Year beginning before 
January 1, 1987, and disregarding any changes in the terms and 
conditions of the Plans made after May 6, 1986, but using the Code 
Section 415 limitation applicable to the first Limitation Year beginning 
on or after January 1, 1987. The Annual Addition for any Limitation Year 
beginning before January 1, 1987, shall not be recomputed to treat all 
Participant contributions as Annual Additions.

(F)  Excess Amounts means the excess of the Participant's Annual 
Additions for the Limitation Year involved over the Maximum Permissible 
Amount for that limitation Year.

(G)  Highest Average Limitation Compensation means the average 
Compensation as defined in Code Section 415(c)(3) of the Participant 
involved for that period of three consecutive Years of Service with the 
Employer or Affiliate (or if the Participant has less than three such 
Years of Service, the actual number thereof) that produces the highest 
average.

(H)  Limitation Compensation means Compensation, as defined in either 
(i), (ii) or (iii) below, as specified in the Adoption Agreement:







18
<PAGE>



(i)  Code Section 415 Safe-Harbor Compensation

For an Employee other than a Self-Employed Individual, the Employee's 
earned income, wages, salaries, and fees for professional services and 
other amounts received (without regard to whether or not an amount is 
paid in cash) for personal services actually rendered in the course of 
Employment (including, but not limited to, commissions paid salesmen, 
compensation for services on the basis of a percentage of profits, 
commissions on insurance premiums, tips, bonuses, fringe benefits, and 
reimbursements or other expense allowances under a nonaccountable plan 
(as described in Reg. 1.62-2(c)) and excluding the following:

(1) Employer contributions to a plan of deferred compensation which are 
not includible in the Employee's gross income for the taxable year in 
which contributed, or contributions under a "simplified employee 
pension" plan (within the meaning of Code Section 408(k)) to the extent 
such contributions are deductible by the Employee, or any distributions 
from a plan of deferred compensation;

(2) amounts realized from the exercise of a non-qualified stock option, 
or when restricted stock (or other property) held by the Employee either 
becomes freely "transferable" or is no longer subject to a "substantial 
risk of forfeiture" (both quoted terms within the meaning of Code 
Section 83(a));

(3) amounts realized from the sale, exchange or other disposition of 
stock acquired under a qualified stock option; and

(4) other amounts which received special tax benefits, or contributions 
made (whether or not under a salary reduction agreement) towards the 
purchase of an annuity described in Code Section 403(b) (whether or not 
the amounts are actually excludable from the gross income of the 
Employee); or For Limitation Years beginning after December 31, 1991, 
Limitation Compensation shall include only that compensation which is 
actually paid or made available during the Limitation Year.

(ii) Information required to be reported under Sections 6041 and 6051. 
("Wages, Tips and other Compensation Box" Form W-2) Limitation 
Compensation is defined as wages as defined in Code Section 3401(a) and 
all other payments of compensation to an Employee by the Employer (in 
the course of the Employer's trade or business) for which the Employer 
is required to furnish the Employee a written statement under Sections 
6041(d) and 6051(a)(3) of the Code. Compensation must be determined 
without regard to any rules under Section 3401(a) that limit the 
remuneration included in wages based on the nature or location of the 
employment or the services performed (such as the exception for 
agricultural labor in Section 3401(a)(2)).

(iii)  Code Section 3401(a) wages

Limitation Compensation is defined as wages within the meaning of Code 
Section 3401 (a) for the purposes of income tax withholding at the 
source but determined without regard to any rules that limit the 
remuneration included in wages based on the nature or location of the 
employment or the services performed (such as the exception for 
agricultural labor in Code Section 3401(a)(2)).

Without regard to the definition of Limitation Compensation elected by 
the Employer, for a Self-Employed Individual, Limitation Compensation 
means his or her Earned Income, provided that if the Self-Employed 
Individual is not a Participant for an entire Plan Year, his or her 
Limitation Compensation for that Plan Year shall be his or her Earned 
Income for that Plan Year multiplied by a fraction the numerator of 
which is the number of days he or she is a Participant during the Plan 
Year and the denominator of which is the number of days in the Plan 
Year. Additionally, Limitation Compensation for a Participant in a 
Defined Contribution Plan who is permanently and totally disabled (as 
defined in Code Section 22(e)) is the compensation such Participant 
would have received for the Limitation Year if the Participant had been 
paid at the rate of compensation paid immediately before becoming 
disabled; such imputed compensation may be taken into account only if 
the Participant is not a Highly Compensated Employee and contributions 
made on behalf of such Participant are nonforfeitable when made.

(I) Maximum Permissible Amount means the maximum Annual Addition which 
may be contributed or allocated to a Participant's Account under the 
Plan for any Limitation Year. The maximum Annual Addition shall not 
exceed the lesser of: (a) the Defined Contribution Dollar Limitation, or 
(b) 25% of the Participant's Compensation for the Limitation Year. The 
Compensation limitation referred to in ( b) shall not apply to any 
contribution for medical benefits (within the meaning of Code Sections 
401(h) or 419A(f)(2)) which is otherwise treated as an Annual Addition 
under Code Sections 415(I)(1) or 419A(d)(2). If a short Limitation Year 
is created because of an amendment changing the Limitation Year to a 
different 12-consecutive month period, the Maximum Permissible Amount 
will not exceed the Defined Contribution Dollar Limitation multiplied by 
the following fraction:

Number of months in the short Limitation Year
12


(J) Projected Annual Benefit means the annual retirement benefit 
(adjusted to an actuarially equivalent straight life annuity if such 
benefit is expressed in a form other than a straight life annuity or 
Qualified Joint and Survivor Annuity) to which the Participant would be 
entitled under the terms of a Defined Benefit Plan assuming:




19
<PAGE>



(i) the Participant continues in employment with the Employer or 
Affiliate until the Participant's "normal retirement age" under the Plan 
within the meaning of Code Section 411(a)(8) (or the Participant's 
current age, if later); and

(ii) the Participant's Limitation Compensation for the current 
Limitation Year and all other relevant factors used to determine 
benefits under the Plan will remain constant for all future limitation 
Years.

3.9.2   The provisions of this subsection 3.9.2 apply with respect to a 
Participant who does not participate in, and has never participated in, 
another Qualified Plan, a Welfare Benefit Fund or an Individual Medical 
Benefit Account or a simplified employee pension, as defined in Code 
Section 401(k), maintained by the Employer or an Affiliate, which 
provides an Annual Addition as defined in Section 3.9.1(A) of the Plan, 
other than this Plan:

(A) The amount of Annual Additions which may be credited to the 
Participant's Account for any Limitation Year will not exceed the lesser 
of the Maximum Permissible Amount or any other limitation contained in 
this Plan. If the Employer Contribution that would otherwise be 
contributed or allocated to the Participant's Account would cause the 
Annual Additions on behalf of the Participant for the Limitation Year to 
exceed the Maximum Permissible Amount with respect to that Participant 
for the limitation Year, the amount contributed or allocated will be 
reduced so that the Annual Additions on behalf of the Participant for 
the Limitation Year will equal such Maximum Permissible Amount

(B) Prior to determining the Participant's actual Limitation 
Compensation for a Limitation Year, the Employer may determine the 
Maximum Permissible Amount for the Participant for the Limitation Year 
on the basis of a reasonable estimation of the Participant's 
Compensation for that Limitation Year. Such estimated Compensation shall 
be uniformly determined for all Participants similarly situated.

(C) As soon as is administratively feasible after the end of a 
Limitation Year, the Maximum Permissible Amount for the Limitation Year 
will be determined on the basis of the Participant's actual compensation 
for the Limitation Year.

(D) If pursuant to Section 3.9.2(C) or as a result of the allocation of 
forfeitures, there is an Excess Amount with respect to the Participant 
for a Limitation Year, the Excess Amount shall be disposed of as 
follows:

(i) First, any contribution to the Participant's Elective Deferrals 
Account, Participant's Voluntary' Nondeductible Contributions Account or 
Employee Thrift Contributions Account, if applicable, and any earnings 
allocable thereto will be distributed to the Participant to the extent 
that the return thereof would reduce the Excess Amount in such 
Participant's Accounts;

(ii) If after the application of Section 3.9.2(D)(i) an Excess Amount 
still exists, and the Participant is covered by the Plan at the end of 
the Limitation Year, the remaining Excess Amount in the Participant's 
Account will be used to reduce Employer contributions (including 
allocation of any forfeitures) under this Plan for such Participant in 
the next Limitation Year, and in each succeeding Limitation Year, if 
necessary.

(iii) If after the application of Section 3.9.2(D)(i) an Excess Amount 
still exists, and the Participant is not covered by the Plan at the end 
of the Limitation Year, the Excess Amount will be held unallocated in a 
suspense account The suspense account will be applied to reduce future 
Employer contributions under this Plan for all remaining Participants in 
the next limitation Year, and in each succeeding Limitation Year, if 
necessary; provided, however, that if all or any part of the Excess 
Amount held in a suspense account is attributable to a Participant's 
Elective Deferrals, such Excess Amount shall be held unallocated in a 
suspense account to be used for such Participant in the next Limitation 
Year and each succeeding Limitation Year as an Elective Deferral if such 
Participant is covered by the Plan in the next and each succeeding 
Limitation Year, if necessary.

(iv) If a suspense account is in existence at any time during a 
Limitation Year pursuant to Section 3.9.2(D)(iii), the suspense account 
will not participate in the allocation of the Trust Fund's investment 
gains or losses to or from any other Account If a suspense account is in 
existence at any time during a particular Limitation Year, all amounts 
in the suspense account must be allocated and reallocated to 
Participants' Accounts before any Employer or Participant contributions 
may be made to the Plan for the Limitation Year. Excess Amounts, other 
than those Excess Amounts referred to in Section 3.9.2(D)(i), may not be 
distributed to Participants or Former Participants.

3.9.3  The provisions of this subsection 3.9.3 apply with respect to a 
Participant who, in addition to this Plan, is covered or has been 
covered under one or more Defined Contribution Plans which are Master or 
Prototype Plans, Welfare Benefit Funds an Individual Medical Benefit 
Account or a simplified employee pension maintained by the Employer or 
an Affiliate, which provides an Annual Addition as described in Section 
3.9.1(A) of the Plan during any Limitation Year:

(A) The Annual Additions which may be credited to a Participant's 
Accounts under this Plan for any such Limitation Year will not exceed 
the Maximum Permissible Amount reduced by the Annual Additions credited 
to the Participant's account or accounts under any other plans and 
Welfare Benefit Fund, Individual Medical Benefit Account or simplified 
employee pension for the same Limitation Year. If the Annual Additions 
with respect to the Participant under any one or more other such Defined 
Contribution Plans or Welfare Benefit Funds, Individual Medical Benefit 
Account or simplified employee pension maintained by the Employer are 
less than the Maximum Permissible Amount and the Employer Contribution 
that would otherwise be contributed or allocated to a Participant's 
Account under this Plan would cause the Annual Additions for the 
Limitation Year to exceed this limitation, the amount contributed or 
allocated shall be reduced so that the Annual Additions under all such 
plans and funds for the Limitation Year will equal the Maximum 
Permissible Amount.


20
<PAGE>



If the Annual Additions with respect to the Participant under such other 
Defined Contribution Plans and Welfare Benefit Funds, Individual Medical 
Benefit Account or simplified employee pension in the aggregate are 
equal to or greater than the Maximum Permissible Amount, no amount will 
be contributed or allocated to any of the Participant's Account under 
this Plan for the Limitation Year.

(B) Prior to determining the Participant's actual compensation for a 
Limitation Year, the Maximum Permissible Amount for a Participant may be 
determined in the manner described in Section 3.9.2(B).

(C) As soon as is administratively feasible after the end of a 
Limitation Year, the Maximum Permissible Amount for the Limitation Year 
will be determined on the basis of the Participant's actual Limitation 
Compensation for the Limitation Year.

(D) If, pursuant to subsection 3.9.3(C) above, or as a result of the 
allocation of forfeitures, a Participant's Annual Additions under this 
Plan and the Participant's Annual Additions under such other plans would 
result in an Excess Amount for a Limitation Year, the Excess Amount will 
be deemed to consist of the Annual Additions last allocated, except that 
Annual Additions attributable to simplified employee pension will be 
deemed to have been allocated first, followed by Annual Additions to a 
Welfare Benefit Fund or Individual Medical Benefit Account regardless of 
the actual allocation date.

(E) If an Excess Amount was allocated to a Participant on an allocation 
date of this Plan which coincides with an allocation date of another 
such plan, the Excess Amount attributed to this Plan will be the product 
of: (i) the total Excess Amount allocated as of such date, times

(ii) the ratio of (A) the Annual Additions allocated to the Participant 
for the Limitation Year as of such date under this Plan to (B) the total 
Annual Additions allocated to the Participant for the Limitation Year as 
of such date under this Plan and all of the other plans referred to in 
the first sentence of this Section 3.9.3.

(F) Any Excess Amount attributed to this Plan will be disposed in the 
manner described in Section 3.9.2(D).

3.9.4   If a Participant is covered under one or more Defined 
Contribution Plans, other than this Plan, maintained by the Employer or 
an Affiliate which are not Master or Prototype Plans, or Welfare Benefit 
Funds or an Individual Medical Benefit Account maintained by the 
Employer, Annual Additions which may be credited to the Participant's 
Account under this Plan for any Limitation Year shall be limited in 
accordance with the provisions of subsections 3.9:3(A) -(F) above as 
though each such other plan was a Master or Prototype Plan.

3.9.5   If the Employer maintains, or at any time maintained, a Defined 
Benefit Plan covering any Participant in this Plan, the sum of the 
Participant's Defined Benefit Fraction and Defined Contribution Fraction 
will not exceed 1.0 in any Limitation Year. If such sum would otherwise 
exceed 1.0 and if such Defined Benefit Plan does not provide for a 
reduction in benefits thereunder, Annual Additions which may be credited 
to a Participant's Account under this Plan for any Limitation Year shall 
be limited in accordance with the provisions of Section 3.9.2.

3.9.6   If required pursuant to Section 4.4.4, "100%" shall be 
substituted for "125%" wherever the latter percentage appears in this 
Section 3.9.

3.10    Return of Employer Contributions Under Special Circumstances

Notwithstanding any provision of this Plan to the contrary, upon timely 
written demand by the Employer or the Administrator to the Trustee:

(A)  Any contribution by the Employer to the Plan under a mistake of 
fact shall be returned to the Employer by the Trustee within one year 
after the payment of the contribution.

(B)  Any contribution made by the Employer incident to the determination 
by the Commissioner of Internal Revenue that the Plan is initially a 
Qualified Plan shall be returned to the Employer by the Trustee within 
one year after notification from the Internal Revenue Service that the 
Plan is not initially a Qualified Plan but only if the application for 
the qualification is made by the time prescribed by law for filing the 
Employer's return for the taxable year in which the Plan is adopted, or 
such later date as the Secretary of the Treasury may prescribe.

(C)  In the event the deduction of a contribution made by the Employer 
is disallowed under Code Section 404, such contribution (to the extent 
disallowed) must be returned to the Employer within one year of the 
disallowance of the deduction.


ARTICLE IV VESTING

4.1   Determination of Vesting

4.1.1   A Participant shall at all times have a vested percentage of 
100% in the Account Balance of each of his or her Participant 
Contributions Accounts, 401(k) Contributions Accounts, Rollover 
Contributions Account and Transferred Account.

4.1.2   A Participant shall have a vested percentage of 100% in his or 
her Account Balance of each of his or her Employer Accounts if he or she 
terminates Employment due to the attainment of Normal Retirement Age, 
Early Retirement specified in the Adoption Agreement, if elected by the 
Employer in the Adoption Agreement, or upon Disability or death.

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4.1.3   The vested percentage of a Participant in the Account Balance of 
each of his or her Employer Accounts not vested pursuant to Section 
4.1.1 or 4.1.2 shall be determined in accordance with the vesting rule 
or schedule specified in the Adoption Agreement

4.2    Rules for Crediting Vesting Service

4.2.1  Subject to Section 4.2.2, Years of Service shall be credited for 
purposes of determining a Participant's Vesting Service as specified in 
the Adoption Agreement. If the Employer maintains the plan of a 
predecessor employer, service with such predecessor employer shall be 
treated as service with the Employer for purposes of Vesting Service.

4.2.2   An Employee who terminates Employment with no vested percentage 
in an Employer Account shall, if he or she returns to Employment, have 
no credit for Vesting Service prior to such termination of Employment if 
his or her Period of Severance equals or exceeds five years.

4.2.3   Vesting Service of an Employee following a Period of Severance 
of five years or more shall not be counted for the purpose of computing 
his or her vested percentage in his or her Employer Accounts derived 
from contributions accrued prior to the Period of Severance. If 
applicable, separate records shall be maintained reflecting the 
Participant's vested rights in his or her Account Balance attributable 
to service prior to the Period of Severance and reflecting the 
Participant's vested percentage in his or her Account Balance 
attributable to service after the Period of Severance. Vesting Service 
prior to and following an Employee's Period of Severance shall be 
counted for purposes of computing his or her vested percentage in an 
Employer Account derived from contributions made after the Period of 
Severance.

4.3   Employer Accounts Forfeitures

4.3.1   Subject to Section 5.6, upon the Nonvested Separation of a 
Participant, the nonvested portion of each Employer Account of such 
Participant will be forfeited as of the date of termination of 
Employment.

Upon the Partially Vested Separation of a Participant, the nonvested 
portion of each Employer Account of such Participant will be forfeited 
as of the date of termination of Employment; provided, however, that 
such Participant receives a distribution in accordance with Section 5.6. 
If a Participant does not receive a distribution following his or her 
termination of Employment, the nonvested portion of each Employer 
Account of the Participant shall be forfeited following a Period of 
Severance of five years.

4.3.2   If the Employer elects in the Adoption Agreement to reallocate 
forfeitures, forfeitures for a Plan Year shall be allocated in 
accordance with Section 3.7.1. If the Employer elects in the Adoption 
Agreement to use forfeitures to reduce Employer contributions, 
forfeitures shall be applied in accordance with Section 3.7.2.

4.4   Top-Heavy Provisions

4.4.1   As used in this Section 4.4, each of the following terms shall 
have the meanings for that term set forth in this Section 4.4.1:

(A)  Determination Date means, for any Plan Year subsequent to the first 
Plan Year, the last day of the preceding Plan year. For the first Plan 
Year of the Plan, the last day of that year.

(B)  Permissive Aggregation Grout means the Required Aggregation Group 
of plans plus any other plan or plans of the Employer or Affiliate 
which, when considered as a group with the Required Aggregation Group, 
would continue to satisfy the requirements of Code Sections 401(a)(4) 
and 410.

(C)  Required Aggregation Group means (i) each Qualified Plan of the 
Employer or Affiliate in which at least one Key Employee participates or 
participated at any time during the determination period (regardless of 
whether the Plan has terminated), and (ii) any other qualified plan of 
the Employer or Affiliate which enables a plan described in (i) to meet 
the requirements of Code Sections 401(a)(4) or 410.

(D)  Super Top-Heavy means, for any Plan Year beginning after December 
31, 1983, the Plan if any Top-Heavy Ratio as determined under the 
definition of Top-Heavy Plan exceeds 90%.

(E)  Top-Heavy Plan means, for any Plan Year beginning after December 
31,1983, the Plan if any of the following conditions exists:

(i)  If the Top-Heavy Ratio for the Plan exceeds 60% and the Plan is not 
part of any Required Aggregation Group or Permissive Aggregation Group 
of Plans. 

(ii) If the Plan is a part of a Required Aggregation Group of plans but 
not part of a Permissive Aggregation Group and the Top-Heavy Ratio for 
the
group of plans exceeds 60%.

(iii) If the Plan is a part of a Required Aggregation Group and part of 
a Permissive Aggregation Group of plans and the Top-Heavy Ratio for the 
Permissive Aggregation Group exceeds 60%.



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(F)  Top-Heavy Ratio means

(i) If the Employer or Affiliate maintains one or more Defined 
Contribution Plans (including any Simplified Employee Pension Plan) and 
the Employer or Affiliate has never maintained any Defined Benefit Plan 
which during the five-year period ending on the Determination Date has 
or has had accrued benefits, the Top-Heavy Ratio for this Plan alone or 
for the Required or Permissive Aggregation Group as appropriate is a 
fraction, the numerator of which is the sum of the Account Balances of 
all Key Employees as of the Determination Date (including any part of 
any Account Balance distributed in the five-year period ending on the 
Determination Date), and the denominator of which is the sum of all 
Account Balances (including any part of any Account Balance distributed 
in the five-year period ending on the Determination Date), both computed 
in accordance with Code Section 416. Both the numerator and denominator 
of the Top-Heavy Ratio are increased to reflect any contribution not 
actually made as of the Determination Date, but which is required to be 
taken into account on that date under Code Section 416.
(ii) If the Employer or an Affiliate maintains one or more Defined 
Contribution Plans (including any Simplified Employee Pension Plan) and 
the Employer or an Affiliate maintains or has maintained one or more 
Defined Benefit Plans which during the five-year period ending on the 
Determination Date has or has had any accrued benefits, the Top-Heavy 
Ratio for any Required or Permissive Aggregation Group as appropriate is 
a fraction, the numerator of which is the sum of Account Balances under 
the aggregated Defined Contribution Plans for all Key Employees, 
determined in accordance with (i) above, and the present value of 
accrued benefits under the aggregated Defined Benefit Plans for all Key 
Employees as of the Determination Date, and the denominator of which is 
the sum of the Account Balances under the aggregated Defined 
Contribution Plans for all Participants, determined in accordance with 
(i) above, and the present value of accrued benefits under the Defined 
Benefit Plans for all Participants as of the Determination Date, all 
determined in accordance with Code Section 416. The accrued benefit 
under a Defined Benefit Plan in both the numerator and denominator of 
the Top-Heavy Ratio are increased for any distribution of an accrued 
benefit made in the five-year period ending on the Determination Date.

(iii) For purposes of (i) and (ii) above, the value of Account Balances 
and the present value of accrued benefits will be determined as of the 
most recent Valuation Date that falls within or ends with the 12-month 
period ending on the Determination Date, except as provided in Code 
Section 416 for the first and second Plan Years of a Defined Benefit 
Plan. The Account Balances and accrued benefits of a Participant (1) who 
is not a Key Employee but who was a Key Employee in a prior year, or (2) 
who has not been credited with at least one Hour of Service with the 
Employer or an Affiliate at any time during the five- year period ending 
on the Determination Date, will be disregarded. The calculation of the 
Top-Heavy Ratio, and the extent to which distributions, rollovers, and 
transfers are taken into account will be made in accordance with Code 
Section 416.

Elective Deferrals will not be taken into account for purposes of 
computing the Top-Heavy Ratio. When aggregating plans the value of 
Account Balances and accrued benefits will be calculated with reference 
to the Determination Dates that fall within the same calendar year.

The accrued benefit of a Participant who is not a Key Employee shall be 
determined under (A) the method, if any, that uniformly applies for 
accrual purposes under all Defined Benefit Plans or (B) if there is no 
such method, as if such benefit accrued not more rapidly than the 
slowest accrual rate permitted under the fractional rule of Code Section 
411(b,)(1)(C).

4.4.2    If the Plan is determined to be a Top-Heavy Plan or a Super 
Top-Heavy Plan as of any Determination Date after December 31, 1983, 
then the Top-Heavy vesting schedule specified in the Adoption Agreement, 
beginning with the first Plan Year commencing alter such Determination 
Date, shall apply only for those Plan Years in which the Plan continues 
to be a Top-Heavy Plan or Super Top-Heavy Plan, as the case may be

4.4.3    (A) Except as provided in Sections 4.4.3(C) and ([)), for any 
Plan Year in which the Plan is a Top- Heavy Plan, contributions and 
forfeitures allocated to the Employer Contributions Account of any 
Participant who is not a Key Employee in respect of that Plan Year shall 
not be less than the lesser of:

(i) 3% of such Participant's Limitation Compensation, or

(ii) if the Employer has no Defined Benefit Plan which designates this 
Plan to satisfy Code Section 401, the largest percentage of 
contributions and forfeitures. as a percentage of the Key Employee's 
Limitation Compensation, allocated to the Employer Contributions Account 
of any Key Employee for that year. The minimum allocation is determined 
without regard to any Social Security contribution. This minimum 
allocation shall be made even though, under other Plan provisions, the 
Participant would not otherwise be entitled to receive an allocation, or 
would have received a lesser allocation for the Plan Year because of (a) 
the Participant's failure to complete a Year of Service, (b) the 
Participant's failure to make mandatory Participant contributions to the 
Plan or (c) compensation less than a stated amount.

(B)  For purposes of computing the minimum allocation, a Participant's 
Limitation Compensation will be applied.

(C)  The provision in (A) above shall not apply to any Participant who 
was not employed by the Employer or an Affiliate on the last day of the 
Plan Year.

(D)  If the Employer or an Affiliate has executed Adoption Agreements 
covering Participants by a plan which is a profit-sharing plan and by 
another plan which is a money purchase pension plan or a target benefit 
plan, the minimum allocation specified in the preceding Section 4.4.3(A) 
shall be provided by the money purchase pension plan or by the target 
benefit plan, as the case may be. If a Participant is covered under this 
Plan and a Defined Benefit Plan maintained pursuant to Adoption 
Agreements offered by the Sponsor. the minimum allocation specified in 
the preceding Section 4.4.3(A) shall not be applicable and the 
Participant shall receive the minimum benefit specified in the Defined 
Benefit Plan.


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(E) With respect to any profit-sharing or money purchase pension plan 
which becomes Top-Heavy and is integrated with Social Security, prior to 
making the allocations specified in the Adoption Agreement, anything 
contained therein to the contrary notwithstanding, there shall be an 
allocation of the Employer Contribution to each eligible Participant's 
Employer Contribution Account in the ratio that each such Participant's 
Limitation Compensation for the Plan Year bears to the Limitation 
Compensation of all such Participants for the Plan Year, but not in 
excess of 3% of such Limitation Compensation.

4.4.4   If the Plan becomes a Top-Heavy Plan, then the maximum benefit 
which can be provided under Section 3.9 shall continue to be determined 
by applying "125%" wherever it appears in that Section and by 
substituting for "4%" for "3%" wherever that appears in Section 4.4.3. 
However, if the Plan becomes a Super Top-Heavy Plan, the maximum benefit 
which can be provided under Section 3.9 shall be determined by 
substituting "100%" for "125%" wherever the latter percentage appears 
and the 3% minimum contribution provided for in Section 4.4.4 shall 
remain unchanged.

4.4.5   Beginning with the Plan Year in which this Plan is Top-Heavy, 
one of the minimum Top-Heavy vesting schedules as s-fled in the Adoption 
Agreement will apply. The minimum vesting schedule applies to all 
benefits within the meaning of Code Section 411(a)(7) except those 
attributable to Employee contributions, including benefits accrued 
before the effective date of Code Section 416 and benefits accrued 
before the Plan became Top-Heavy. However, this Section 4.4 does not 
apply to the Account Balances of any Employee who does not have an Hour 
of Service after the Plan has initially become Top-Heavy and such 
Employee's vesting in his or her Employer Contributions Account will be 
determined without regard to this Section 4.4. The minimum allocation 
pursuant to Section 4.4.3 (to the extent required to be nonforfeitable 
under Code Section 416(b)) may not be forfeited under Code Section 
411(a)(3)(B) or Code Section 411(a)(3)(D).

ARTICLE V
AMOUNT AND DISTRIBUTION OF BENEFITS,
WITHDRAWALS AND LOANS

5.1   Distribution Upon Termination of Employment

5.1.1  Subject to Section 5.1.2, a Participant's Benefit Commencement 
Date shall be as soon as practicable following his or her Fully Vested 
Separation, Partially Vested Separation or Nonvested Separation, if 
applicable, and in accordance with Section 5.6. If the Plan includes a 
CODA feature, each 401(k) Contributions Account of a Participant shall 
be payable in accordance with the events specified in Section 1.27 of 
the Plan.

5.1.2    If specified in the Adoption Agreement, a Participant's Benefit 
Commencement Date shall be deferred until the earliest of his or her 
Normal Retirement Age, Disability, or if elected by the Employer in the 
Adoption Agreement, Early Retirement If a Participant terminates 
Employment after satisfying any service requirement for Early Retirement 
specified in the Adoption Agreement, he or she shall be entitled to 
elect to receive a distribution of his or her vested Employer Accounts 
upon satisfaction of any age requirement for Early Retirement.

5.2    Amount of Benefits Upon a Fully Vested Separation

A Participant's benefits upon his or her Fully Vested Separation for any 
reason other than Disability shall be the Account Balance of all of his 
or her Accounts determined in accordance with Section 10.6.2.

5.3    Amount of Benefits Upon a Partially Vested Separation

A Participant's benefits upon his or her Partially Vested Separation for 
any reason other than Disability shall be:
(A) the Account Balance of his or her Employer Accounts determined in 
accordance with Section 10.6.2 multiplied by his or her vested 
percentage determined pursuant to Section 4.1.3, or, if applicable, 
Section 4.4.2, plus (B) the Account Balance of his or her other Accounts 
determined in accordance with Section 10.6.2.

5.4    Amount of Benefits Upon a Nonvested Separation

A Participant's benefits upon his or her Nonvested Separation shall be 
the Account Balance of his or her Accounts other than Employer Accounts, 
if any, determined in accordance with Section 10.6.2. 

5.5    Amount of Benefits Upon a Separation Due to Disability

If a Participant terminates Employment due to a Disability, his or her 
benefit shall be the Account Balance of all of his or her Accounts 
determined as a Fully Vested Separation in accordance with Section 5.2 
and Section 10.6.2. The Benefit Commencement Date of any such 
Participant on whose behalf contributions are being made pursuant to 
Section 3.1.4 shall be as soon as practicable after the date such 
contributions cease

5.6   Distribution and Restoration

5.6.1   If, upon a Participant's termination of Employment, the vested 
Account Balance of his or her Accounts as of the applicable Valuation 
Date is equal to or less than $3,500, such Participant will receive a 
distribution of his or her entire vested benefit and the nonvested 
portion will be treated as forfeiture. If the value of a Participant's 
vested Account is zero, the Participant shall be deemed to have received 
a distribution of such vested Account.
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<PAGE>



5.6.2   If, upon a Participant's termination of Employment, the vested 
Account Balance of his or her Accounts as of the applicable Valuation 
Date exceeds $3,500, the Participant may elect, in accordance with 
Article VI, to receive a distribution of the entire vested portion of 
such Accounts and the nonvested portion, if any, will be treated as a 
forfeiture.

5.6.3   If the vested Account Balance of a Participant's Accounts as of 
the applicable Valuation Date has an aggregate value exceeding (or at 
the time of any prior distribution exceeded) $3,500, and the 
Participant's benefit is Immediately Distributable, the Participant and 
the Participant's Spouse (or where either the Participant or the Spouse 
has died, the survivor) must consent to any distribution of such benefit 
The consent of the Participant and the Participant's Spouse shall be 
obtained in writing within the 90-day period ending on the Participant's 
Benefit Commencement Date; provided, however, that if the Plan is a 
profit-sharing plan and Section 6.1.2 applies, the consent of the 
Participant's Spouse will not be required. The Administrator shall 
notify the Participant and the Participant's Spouse of the right to 
defer any distribution until the Participant's benefit is no longer 
Immediately Distributable. Such notification shall include a general 
description of the material features, and an explanation of the relative 
values of, the optional forms of benefit available under the Plan in a 
manner that would satisfy the notice requirements of Code Section 
417(a)(3), and shall be provided no less than 30 days and no more than 
90 days prior to the Benefit Commencement Date.

5.6.4   Notwithstanding the foregoing, only the Participant need consent 
to the commencement of a distribution in the form of a Qualified Joint 
and Survivor Annuity while the Participant's benefit is Immediately 
Distributable. Neither the consent of the Participant nor the 
Participant's Spouse shall be required to the extent that a distribution 
is required to satisfy Code Section 401(a)(9) or Code Section 415.

5.6.5   For purposes of determining the applicability of the foregoing 
consent requirements to distributions made before the first day of the 
first Plan Year beginning after December 31, 1988, the Participant's 
vested benefit shall not include amounts attributable to accumulated 
deductible Participant contributions within the meaning of Code Section 
72(o)(5)(B).

5.6.6   If a Participant, who after termination of Employment received a 
distribution and forfeited any portion of an Employer Account or is 
deemed to have received a distribution in accordance with Section 5.6.1, 
resumes Employment, he or she shall have the right, while an Employee, 
to repay the full amount previously distributed from such Employer 
Account. Such repayment must occur before the earlier of (i) the date on 
which he or she would have incurred a Period of Severance of five years 
commencing after the distribution or (ii) five years after the first 
date on which the Participant is subsequently reemployed. If the 
Participant makes a repayment, the Account Balance of his or her 
relevant Employer Account shall be restored to its value as of the date 
of distribution. The restored amount shall be derived from forfeitures 
during the Plan Year and, if such forfeitures are not sufficient, from a 
contribution by the Employer made as of that date (determined without 
reference to Net Profits). If an Employee who had a Nonvested Separation 
and was deemed to receive a distribution resumes Employment before a 
Period of Severance of five years, his or her Employer Account will be 
restored, upon reemployment, to the amount on the date of such deemed 
distribution.

5.7  Withdrawals During Employment

5.7.1   If the Plan is a profit-sharing plan, and if the Employer has 
elected in the Adoption Agreement to permit withdrawals during 
Employment, prior to termination of Employment, each Participant upon 
attainment of age 59-1/2 may elect to withdraw, as of the Valuation Date 
next following the receipt of an election by the Administrator, and upon 
such notice as the Administrator may require, all or any part of the 
vested Account Balance of all of his or her Accounts, as of such 
Valuation Date.

5.7.2   Notwithstanding Section 5.7.1, prior to termination of 
Employment, each Participant with a Rollover Contributions Account 
and/or a Participant Voluntary Nondeductible Contributions Account may 
elect to withdraw, as of the Valuation Date next following the receipt 
of an election by the Administrator, and upon such notice as the 
Administrator may require, all or any of such Account, as of such 
Valuation Date.

5.7.3   The Administrator may establish from time to time rules and 
procedures with respect to any withdrawals including the order of 
Accounts from which such withdrawals shall be made.

5.7.4   No forfeitures shall occur as a result of a withdrawal pursuant 
to this Section 5.7.

5.7.5   If a Participant is married at the time of such election, the 
Participant's Spouse must consent to such a withdrawal in the same 
manner as provided in Section 6.2.4; provided, however, that if the Plan 
is a profit-sharing plan and Section 6.1.2 applies, the consent of the 
Participant's Spouse will not be required.

5.8   Loans

5.8.1   If the Employer has elected in the Adoption Agreement to make 
loans available, a Participant may submit an application to the 
Administrator to borrow from any Account maintained for the Participant 
(on such terms and conditions as the Administrator shall prescribe) an 
amount which when added to the outstanding balance of all other loans to 
the Participant would not exceed the lesser of (a) $50,000 reduced by 
the excess (if any) of the highest outstanding balance of loans during 
the one year period ending on the day before the loan is made, over the 
outstanding balance of loans from the Plan on the date the loan is made, 
or (b) 50% of the vested portion of his or her Account from
which the borrowing is to be made as of the Valuation Date next 
following the receipt of his or her loan application by the 
Administrator and the expiration of such notice period as the 
Administrator may require. For this purpose, all loans from Qualified 
Plans of the Employer or an Affiliate shall be aggregated and an 
assignment or pledge of any portion of the Participant's interest in the 
Plan, and a loan, pledge or assignment with respect to any insurance 
contract purchased under the Plan, will be treated as a loan under this 
Section 5.8.1.

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<PAGE>


5.8.2   If approved, each such loan shall comply with the following 
conditions:

(A)  it shall be evidenced by a negotiable promissory note;

(B)  the rate of interest payable on the unpaid balance of such loan 
shall be a reasonable rate determined by the Administrator;

(C)  the Participant must obtain the consent of his or her Spouse, if 
any, within the 90-day period before the time an Account is used as 
security for the loan; provided, however, that if the Plan is a profit-
sharing plan that meets the requirements in Section 6.1.2 of the Plan, 
the consent of the Participants Spouse will not be required. A new 
consent is required if an Account is used for any increase in the amount 
of security. The consent shall comply with the requirements of Section 
6.2.4, but shall be deemed to meet any requirements contained in section 
6.2.4 relating to the consent of any subsequent Spouse. A new consent 
shall be required if an Account is used for renegotiation, extension, 
renewal, or other revision of the loan;

(D)  the loan, by its terms, must require repayment principal and 
interest) be amortized in level payments, not less frequently than 
quarterly, over a period not extending beyond five years from the date 
of the loan; provided, however, that if the proceeds of the loan are 
used to acquire a dwelling unit which within a reasonable time 
(determined at the time the loan is made) will be used as the principal 
residence of the Participant, the repayment schedule may be for a term 
in excess of five years; and

(E)  the loan shall be adequately secured and may be secured by no more 
than 50% of the Participant's vested interest in the Account Balance of 
his or her Accounts.

5.8.3   If a Participant or Beneficiary requests and is granted a loan, 
and the loan is made from Participant-Directed Assets, principal and 
interest payments with respect to the loan shall be credited solely to 
the Account of the borrowing Participant from which the loan was made. 
Any loss caused by nonpayment or other default on a Participant's loan 
obligations shall be charged solely to that Account Any other loan shall 
be treated as an investment of the Trust Fund and interest and principal 
payments on account thereof shall be credited to the Trust Fund. The 
Administrator shall determine the order of Accounts from which a loan 
may be made.

5.8.4   Anything herein to the contrary notwithstanding:

(A)  in the event of a default, foreclosure on the promissory note will 
not occur until a distributable event occurs under this Article V;

(B)  no loan will be made to any Owner-Employee or to any "shareholder-
Employee" of the Employer or a Participating Affiliate or with respect 
to any amounts attributable to a Rollover Contribution or a trust to 
trust transfer and relating to prior participation by such an individual 
in a Qualified Plan. For this purpose, a "shareholder-Employee" means an 
employee or officer of an electing small business i e. an "S 
corporation" as defined in Code Section 1361, who owns (or is considered 
as owning within the meaning of Code Section 318(a)(1)) on any day 
during the taxable year of such corporation, more than 5% of the 
outstanding stock of the corporation; and

(C)  loans shall not be made available to Highly Compensated Employees 
in an amount greater than the amount made available to other Employees.

5.8.5   If a valid spousal consent has been obtained in accordance with 
Section 5.8.2(C), then, notwithstanding any other provision of this 
Plan, the portion of the Participant's vested Account used as a security 
interest held by the Plan by reason of a loan outstanding to the 
Participant shall be taken into account for purposes of determining the 
amount of the Participant's benefit payable at the time of death or 
distribution; but only if the reduction is used as repayment of the 
loan. If less than 100% of the Participant's vested benefit (determined 
without regard to the preceding sentence) is payable to the Surviving 
Spouse, then the Participant's benefit shall be adjusted by first 
reducing the Participant's vested benefit by the amount of the security 
used as repayment of the loan, and then determining the benefit payable 
to the Surviving Spouse.

5.9   Hardship Distributions

5.9.1   Effective January 1, 1989, if available and elected by the 
Employer in the Adoption Agreement, a Participant may request a 
distribution due to hardship from the vested portion of his or her 
Accounts, (other than from his or her Qualified Nonelective 
Contributions Account, Qualified Matching Contributions Account or 
earnings accrued after December 31, 1988, on the Participant's Elective 
Deferrals) only if the distribution is made both due to an immediate and 
heavy financial need of the Participant and is necessary to satisfy such 
financial need.

5.9.2  A hardship distribution shall be permitted only if the 
distribution is due to:

(A)  expenses incurred or necessary for medical care described in Code 
Section 213(d) incurred by the Participant, the Participant's Spouse, or 
any dependents of the Participant (as defined in Code Section 152);

(B)  purchase (excluding mortgage payments) of a principal residence for 
the Participant;

(C)  payment of tuition and related educational fees for the next 12 
months of post-secondary education for the Participant, his or her 
Spouse, children or dependents;


26
<PAGE>



(D)  the need to prevent the eviction of the Participant from his or her 
principal residence or foreclosure on the mortgage of the Participant's 
principal residence; or

(E)  any other condition or event which the Commissioner of the Internal 
Revenue Service determines is a deemed immediate and financial need.

5.9.3   A distribution will be considered necessary to satisfy an 
immediate and heavy financial need of a Participant if all of the 
following requirements are satisfied:

(A)  the distribution will not be in excess of the amount of the 
immediate and heavy financial need of the Participant (including amounts 
necessary to pay any Federal, state or local income taxes or penalties 
reasonably anticipated to result from the distribution);

(B)  the Participant obtains all distributions, other than hardship 
distributions, and all nontaxable loans currently available under all 
plans maintained by the Employer or an Affiliate;

(C)  the Participant's Elective Deferrals, Employee Thrift Contributions 
and Participant Voluntary Nondeductible Contributions will be suspended 
for at least 12 months after receipt of the hardship distribution in 
this Plan and in all other plans maintained by the Employer or an 
Affiliate; and

(D)  the Participant may not make Elective Deferrals for the 
Participant's taxable year immediately following the taxable year of the 
hardship distribution in excess of the applicable limit under Code 
Section 402(g) for' such next taxable year less the amount of such 
Participant's Elective Deferrals for the taxable year of the 
distribution in this Plan and in all other plans maintained by the 
Employer or an Affiliate.

5.9.4   If the distribution is made from any Account other than a401(k) 
Contributions Account, a distribution due to hardship may be made 
without application of Section 5.9.3(B), 5.9.3(C), or 5.9.3(D).

5.10   Limitation on Commencement of Benefits

5.10.1   Anything in this Article V to the contrary notwithstanding, a 
Participant's Benefit Commencement Date shall in no event be later than 
the 60th day after the close of the Plan Year in which the latest of the 
following events occur:

(A)  the attainment by the Participant of his or her Normal Retirement 
Age;

(B)  the tenth anniversary of the year in which the Participant 
commenced participation in the Plan; or

(C)  the Participant's termination of Employment Notwithstanding the 
foregoing, the failure of a Participant and Spouse to consent to a 
distribution while a benefit is Immediately Distributable, shall be 
deemed to be an election to defer commencement of payment of any benefit 
sufficient to satisfy this Section.

5.10.2   If it is not possible to distribute a Participant's Accounts 
because the Administrator has been unable to locate the Participant 
after making reasonable efforts to do so, then a distribution of the 
Participant's Accounts shall be made when the Participant can be 
located.

5.11   Distribution Requirements

5.11.1   Subject to the Joint and Survivor Annuity rules set forth in 
Article VI, the requirements of this Article shall apply to any 
distribution of a Participant's interest and will take precedence over 
any inconsistent provisions of this Plan. Unless otherwise s-fled, the 
provisions of this article apply to calendar years beginning after 
December 31, 1984. As used in this Section 5.11, each of the following 
terms shall have the meaning for that term set forth in this Section 
5.11.1:

(A)  Applicable Life Expectancy. The life expectancy (or joint and last 
survivor expectancy) calculated using the attained age of the 
Participant (or designated Beneficiary) as of the Participant's (or 
designated Beneficiary's) birthday in the applicable calendar year 
reduced by one for each calendar year which has elapsed since the date 
Life Expectancy was first calculated. If Life Expectancy is being 
recalculated, the Applicable Life Expectancy shall be the Life 
Expectancy as so recalculated. The applicable calendar year shall be the 
first distribution calendar year, and if Life Expectancy is being 
recalculated such succeeding calendar year.

(B)  Designated Beneficiary. The individual who is designated as the 
Beneficiary under the Plan in accordance with Code Section 401(a)(9). In 
the event that a Participant names a trust to be a designated 
Beneficiary, such designation shall provide that, as of the later of the 
date on which the trust is named as a Beneficiary or the Participant's 
Required Beginning Date, and As of all subsequent periods during which 
the trust is named as a Beneficiary, the following requirements are met 
(i) the trust is a valid trust under state law, or would be but for the 
fact that there is no corpus; (ii) the trust is irrevocable; (iii) the 
Beneficiaries of the trust who are Beneficiaries with respect to the 
trust's interest in the Participant's benefits are identifiable from the 
trust instrument within the meaning of Code Section 401(a)(9); and (iv) 
a copy of the trust is provided to the Plan.

(C)  Distribution Calendar Year. A calendar year for which a minimum 
distribution is required. For distributions beginning before the 
Participant's death, the first Distribution Calendar Year is the 
calendar year immediately preceding the calendar year which contains the 
Participant's Required Beginning Date. For distributions beginning after 
the Participant's death, the first Distribution Calendar Year is the 
calendar year in which distributions are required to begin pursuant to 
Section 7.2.
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(D)  Life Expectancy. Life Expectancy and joint and last survivor 
expectancy are computed by use of the expected return multiples in 
Tables V and VI of section 1.72-9 of the regulations issued under the 
Code.

Unless otherwise elected by the Participant (or Spouse, in the case of 
distributions described in Section 7.2) by the time distributions are 
required to begin, Life Expectancies shall not be recalculated annually. 
Such election shall be irrevocable as to the Participant or Spouse and 
shall apply to all subsequent years. The Life Expectancy of a nonspouse 
Beneficiary may not be recalculated.

(E) Required Beginning Date.

(i)  General rule. The Required Beginning Date of a Participant is the 
first day of April of the calendar year following the calendar year in 
which the Participant attains age 70-1/2.

(ii)  Transitional rule. The Required Beginning Date of a Participant 
who attains age 70-1/2 before January 1, 1988, shall be determined in 
accordance with (1) or (2) below:

(1)  Non-5% owners. The Required Beginning Date of a Participant who is 
not a "5% owner" as defined in (iii) below is the first day of April of 
the calendar year following the calendar year in which the later of 
retirement or attainment of age 70-1/2 occurs.

(2)  5% owners. The Required Beginning Date of a Participant who is a 5% 
owner during any year beginning after December 31, 1979, is the first 
day of April following the later of:

(a)  the calendar year in which the Participant attains age 70-1/2; or

(b)  the earlier of the calendar year with or within which ends the Plan 
Year in which the Participant becomes a 5% owner, or the calendar year 
in which the Participant retires.

The Required Beginning Date of a Participant who is not a 5% owner who 
attains age 70-1/2 during 1988 and who has not retired as of January 1, 
1989, is April 1, 1990.

(iii)  5% owner. A Participant is treated as a 5% owner for purposes of 
this Section 5.11 if such Participant is a 5% owner as defined in Code 
Section 416(i) (determined in accordance with section 416 but without 
regard to whether the plan is top-heavy) at any time during the Plan 
Year ending with or within the calendar year in which such owner attains 
age 66-1/2 or any subsequent Plan Year

(iv)  Once distributions have begun to a 5% owner under this Section 
5.11, they must continue to be distributed, even if the Participant 
ceases to be a 5% owner in a subsequent year.

5.11.2   All distributions required under this Section 5.11 shall be 
determined and made in accordance with the Income Tax Regulations under 
Code Section 401(a)(9), including the minimum distribution incidental 
benefit requirement of section 1.401(a)(9),-2 of the regulations issued 
under the Code. The entire interest of a Participant must be distributed 
or begin to be distributed no later than the Participant's Required 
Beginning Date.

5.11.3   Limits on Distribution Periods. As of the first Distribution 
Calendar Year, distributions, if not made in a lump sum, may only be 
made over one of the following periods (or a combination thereof):

(A)  the life of the Participant;

(B)  the life of the Participant and a Designated Beneficiary;

(C)  a period certain not extending beyond the Life Expectancy of the 
Participant; or

(D)  a period certain not extending beyond the joint and last survivor 
expectancy of the Participant and a Designated Beneficiary.

For calendar years beginning before January 1, 1989, if the 
Participant's Spouse is not the Designated Beneficiary, the method of 
distribution selected must assure that at least 50% of the present value 
of the amount available for distribution is paid within the Life 
Expectancy of the Participant

5.11A   Determination of Amount to be Distributed Each Year. (A) If the 
Participant's interest is to be paid in the form of annuity 
distributions under the Plan (whether directly or in the form of an 
annuity purchased from an insurance company) payments under the annuity 
shall satisfy the following requirements:

(i)  the annuity distributions must be paid in periodic payments made at 
intervals not longer than one year;



28
<PAGE>



(ii) the distribution period must be over a life (or lives) or over a 
period certain not longer than a Life Expectancy (or joint life and last 
survivor expectancy) described in Code Section 401(a)(9)(A)(ii) or Code 
Section 401(a)(9)(B)(iii), whichever is applicable;

(iii)  Life Expectancy (or joint life and last survivor expectancy) for 
purposes of determining the period certain shall be determined without 
recalculation of Life Expectancy;

(iv)  once payments have begun over a period certain, the period certain 
may not be lengthened even if the period certain is shorter than the 
maximum permitted;

(v)  payments must either be nonincreasing or increase only as follows:

(1)  with any percentage increase in a s-fled and generally recognized 
cost-of-living index;

(2)  to the extent of the reduction to the amount of the Participant's 
payments to provide for a survivor benefit upon death, but only if the 
Beneficiary whose life was being used to determine the distribution 
period described in Section 5.11.4(A)(iii) dies and the payments 
continue otherwise in accordance with that section over the life of the 
Participant;

(3)  to provide cash refunds of Employee contributions upon the 
Participant's death; or

(4)  because of an increase in benefits under the Plan.

(vi)  If the annuity is a life annuity (or a life annuity with a period 
certain not exceeding 20 years), the amount which must be distributed on 
or before the Participant's Required Beginning Date (or, in the case of 
distributions after the death of the Participant, the date distributions 
are required to begin pursuant to Section 7.2) shall be the payment 
which is required for one payment interval. The second payment need not 
be made until the end of the next payment interval even if that payment 
interval ends in the next calendar year. Payment intervals are the 
periods for which payments are received, e.g. bimonthly, monthly, semi-
annually, or annually.

If the annuity is a period certain annuity without a life contingency 
(or is a life annuity with a period certain exceeding 20 years) periodic 
payments for each distribution calendar year shall be combined and 
treated as an annual amount. The amount which must be distributed by the 
Participant's Required Beginning Date (or, in the case of distributions 
after the death of the Participant, the date distributions are required 
to begin pursuant to Section 7.2) is the annual amount for the first 
Distribution Calendar Year. The annual amount for other Distribution 
Calendar Years, including the annual amount for the calendar year in 
which the Participant's Required Beginning Date (or the date 
distributions are required to begin pursuant to Section 7.2) occurs, 
must be distributed on or before December 31 of the calendar year for 
which the distribution is required.

(B)   Annuities purchased after December 31, 1988, are subject to the 
following additional conditions:

(i)  Unless the Participant's Spouse is the Designated Beneficiary, if 
the Participant's interest is being distributed in the form of a period 
certain annuity without a life contingency, the period certain as of the 
beginning of the first Distribution Calendar Year may not exceed the 
applicable period determined using the table set forth in Q&A A-5 of 
section 1.401(a)(9)-2 of the regulations issued under the Code.

(ii)  If the Participant's interest is being distributed in the form of 
a joint and survivor annuity for the joint lives of the Participant and 
a nonspouse Beneficiary, annuity payments to be made on or after the 
Participant's Required Beginning Date to the Designated Beneficiary 
after the Participant's death must not at any time exceed the applicable 
percentage of the annuity payment for such period that would have been 
payable to the Participant using the table set forth in Q&A A-6 of 
section 1.401(a)(9)-2 of the regulations under the Code.

(C)   Transitional Rule. If payments under an annuity which complies 
with Section 5.11.4(A) begin prior to January 1, 1989, the minimum 
distribution requirements in effect as of July 27, 1987, shall apply to 
distributions from this Plan, regardless of whether the annuity form of 
payment is irrevocable. This transitional rule also applies to deferred 
annuity contracts distributed to or owned by the Participant prior to 
January 1, 1989, unless additional contributions are made under the Plan 
by the Employer or Affiliate with respect to such contract.

(D)   If the form of distribution is an annuity made in accordance with 
Section 5.11.4, any additional benefits accruing to the Participant 
after his or her Required Beginning Date shall be distributed as a 
separate and identifiable component of the annuity beginning with the 
first payment interval ending in the calendar year immediately following 
the calendar year in which such amount accrues.

(E)   Any part of the Participant's interest which is in the form of an 
individual account shall be distributed in a manner satisfying the 
requirements of Code Section 401(a)(9).

5.11.5   Transitional Rule: Section 242 Election. Notwithstanding the 
other requirements of this Article and subject to the Joint and Survivor 
Annuity rules set forth in Article VI, distribution on behalf of any 
Employee, including a 5% owner, may be made in accordance with all of 
the following requirements (regardless of when such distribution 
commences):

(A)  the distribution by the trust is one which would not have 
disqualified such trust under Code Section 401(a)(9) as in effect prior 
to amendment by the Deficit Reduction Act of 1984;

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<PAGE>



(B)  the distribution is in accordance with a method of distribution 
designated by the Employee whose interest in the trust is being 
distributed or, if the Employee is deceased, by a Beneficiary of such 
Employee;

(C)  such designation was in writing, was signed by the Employee or the 
Beneficiary, and was made before January 1, 1984;

(D)  the Employee had accrued a benefit under the Plan as of December 
31, 1983; and

(E)  the method of distribution designated by the Employee or the 
Beneficiary specifies the time at which distribution will commence, the 
period over which distributions will be made, and in the case of any 
distribution upon the Employee's death, the Beneficiaries of the 
Employee listed in order of priority.

A distribution upon death will not be covered by this transitional rule 
unless the information in the designation contains the required 
information described above with respect to the distributions to be made 
upon the death of the Employee.

For any distribution which commences before January 1, 1984, but 
continues after December 31, 1983, the Employee, or the Beneficiary, to 
whom such distribution is being made, will be presumed to have 
designated the method of distribution under which the distribution is 
being made if the method of distribution was specified in writing and 
the distribution satisfies the requirements in subsections 5.11.5(A) 
and(E).

If a designation is revoked any subsequent distribution must satisfy the 
requirements of Code Section 401(a)(9). If a designation is revoked 
subsequent to the date distributions are required to begin, the trust 
must distribute by the end of the calendar year following the calendar 
year in which the revocation occurs the total amount not yet distributed 
to satisfy Code Section 401(a)(9) but for the Section 242(b)(2) 
election. For calendar years beginning after December 31, 1988, such 
distributions must meet the minimum distribution incidental benefit 
requirements in section 1.401(a)(9)-2 of the regulations issued under 
the Code. Any changes in the designation will be considered to be a 
revocation of the designation.  However, the mere substitution or 
addition of another Beneficiary (one not named in the designation) under 
the designation will not be considered to be a revocation of the 
designation, so long as such substitution or addition does not alter the 
period over which distributions are to be made under the designation, 
directly or indirectly (for example, by altering the relevant measuring 
life). In the case in which an amount is transferred or rolled over from 
one plan to another plan, the rules in Q&A J-2 and Q&A J-3 of section 
1.401(a)(9)-1 of the regulations issued under the Code.

ARTICLE VI
FORMS OF PAYMENT OF RETIREMENT
BENEFITS

6.1   Methods of Distribution

6.1.1   If the Plan is a money purchase pension plan or a target benefit 
plan, a Participant's benefit shall be payable in the normal form of a 
Qualified Joint and Survivor Annuity if the Participant is married on 
his or her Benefit Commencement Date and in the normal form of an 
immediate annuity for the life of the Participant if the Participant is 
not married on that date. A Participant who terminated Employment on or 
after satisfying the requirements for Early Retirement may elect to have 
his or her Qualified Joint and Survivor Annuity distributed upon 
attainment of such Early Retirement. If the Plan is a profit-sharing 
plan that satisfies the requirements set forth in Section 6.1.2, a 
Participant's Accounts shall only be payable in the normal form of a 
lump-sum distribution in accordance with Section 6.1.1(B) below. A 
Participant in a money purchase pension plan, a target benefit plan, or 
a profit-sharing plan that does not satisfy the requirements set forth 
in Section 6.1.2, may at any time after attaining age 35 and prior to 
his or her Benefit Commencement Date elect, in accordance with Section 
6.2, any of the following optional forms of payment instead of the 
normal form:

(A)  An Annuity Contract payable as:

(i)  a single life annuity;

(ii)  a joint and 50% survivor annuity with a contingent annuitant;

(iii)  a joint and 100% survivor annuity with a contingent annuitant;

(iv) an annuity for the life of the Participant with 120 monthly 
payments certain;

(B)  A lump-sum distribution in cash or in kind, or part in cash and 
part in kind; or

(C)  In installments payable in cash or in kind, or part in cash and 
part in kind over a period not in excess of that required to comply with 
Section 5.11.4.

Anything in this Section 6.1.1 to the contrary notwithstanding, if the 
value of a Participant's vested Account as of the applicable Valuation 
Date is $3,500 or less, his or her benefit shall be paid in the form of 
a lump-sum distribution and no optional form of benefit payment shall be 
available.


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<PAGE>



6.1.2   If the Plan is a profit-sharing plan then: (A) the Participant 
cannot elect payments in the form of a Life annuity (this Section 6.1.2 
shall not apply if a life annuity form is an optional form preserved 
under Code Section 411(d)(6)); (B) on the death of the Participant, the 
Participant's benefits will be paid to his or her Surviving Spouse, if 
any, or, if his or her Surviving Spouse has already consented in a 
manner conforming to an election under Section 6.2.4, then to the 
Participant's Beneficiary; and (C) the normal form of benefit shall be a 
lump-sum and Sections 6.2.1, 6.2.2 and 6.2.4 shall not be applied by the 
Administrator. A Participant in such a profit-sharing plan may also 
elect to receive his or her benefit in the form of installments in 
accordance with Section 6.1.1(C) of the Plan. This Section 6.1.2 shall 
not apply, however, with respect to the Participant if it is determined 
that the Plan is a direct or indirect transferee of a defined benefit 
plan, a money purchase pension plan (including a target benefit plan) or 
a stock bonus or profit-sharing plan which is subject to the survivor 
annuity requirements of Code Sections 401(a)(11) and 417. In addition, 
this Section 6.1.2 shall not apply unless the Participant's Surviving 
Spouse, if any, is the Beneficiary of (i) the proceeds of any insurance 
on the Participant's life purchased by Employer contributions or (ii) 
forfeitures allocated to the Participant's Employer Account or unless 
the Participant's Surviving Spouse has consented to the Participant's 
designation of another Beneficiary as referred to in subsection (C) of 
this Section 6.1.2.

6.1.3   The following transitional rules shall apply for those 
Participants entitled to but not receiving benefits as of August 23, 
1984:

(A)  Any living Participant not receiving benefits on August 23, 1984, 
who would otherwise not receive the benefits prescribed by Section 6.1 
must be given the opportunity to elect to have Section 6.1 apply if such 
Participant is credited with at least one Hour of Service under this 
Plan or a predecessor plan in a Plan Year beginning on or after January 
1, 1976, and such Participant had at least 10 Years of Service when he 
or she terminated from Employment.

(B)  Any living Participant not receiving benefits on August 23, 1984, 
who was credited with at least one Hour of Service under this Plan or a 
predecessor plan on or after September 2, 1974, and who is not otherwise 
credited with an Hour of Service in a Plan Year beginning on or after 
January 1, 1976, must be given the opportunity to have his or her 
benefits paid in accordance with this Section 6.1.3(D).

(C)   The respective opportunities to elect (as described in these 
Sections 6.1.3(A) and (B)) must be afforded to the appropriate 
Participants during the period commencing on August 23, 1984, and ending 
on such Participant's Benefit Commencement Date.

(D)  Any Participant who has elected pursuant to this Section 6.1.3(B) 
and any Participant who does not elect under this Section 6.1.3(A) or 
who meets the requirements of this Section 6.1.3(A) except that such 
Participant does not have at least ten Years of Service when he or she 
terminates from Employment, shall have his or her benefits distributed 
in accordance with all of the following requirements if benefits would 
have been payable in the form of a single life annuity:

(1)   Automatic Qualified Joint and Survivor Annuity

If benefits in the form of a single life annuity become payable to a 
married Participant who:

(a)  begins to receive payments on or after Normal Retirement Age; or

(b)  dies on or after Normal Retirement Age while in active Employment; 
or

(c)  begins to receive payments on or after the "Qualified Early 
Retirement Age", as that term is defined in Section 6.1.3(D)(3)(a); or

(d)  terminates from Employment on or after attaining Normal Retirement 
Age (or Qualified Early Retirement Age) and after satisfying the 
eligibility requirement for the payment of benefits under the Plan and 
thereafter dies before his or her Benefit Commencement Date; then such 
benefits will be received in the form of a Qualified Joint and Survivor 
Annuity, unless the Participant has elected otherwise during the 
election period which begins at least six months before the Participant 
attains Qualified Early Retirement Age and ends no earlier than 90 days 
before his or her Benefit Commencement Date. Any election hereunder will 
be in writing and may be changed by the Participant at any time.

(2)   Election of early survivor annuity

A Participant who is employed after attaining the Qualified Early 
Retirement Age will be given the opportunity to elect, beginning on the 
later of (1) the 90th day before he or she attains his or her Qualified 
Early Retirement Age, or (2) the date on which participation begins, and 
ending on the date he or she terminates Employment, to have a survivor 
annuity payable on death. If the Participant elects the survivor 
annuity, payments under such annuity must not be less than the payments 
which would have been made to the Spouse under the Qualified Joint and 
Survivor Annuity if the Participant had retired on the day before his or 
her death. Any election under this provision will be in writing and may 
be changed by the Participant at any time.

(3)   Qualified Earl Retirement Age

(a)  For purposes of this section 6.1.3, Qualified Early Retirement Age 
is the latest of:

(i)  the earliest date, under the Plan, on which the Participant may 
elect to receive retirement benefits,


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<PAGE>



(iii)  the first day of the 120th month beginning before the Participant 
reaches Normal Retirement Age, or

(iii)  the date the Participant begins participation.

(b)   Qualified Joint and Survivor Annuity is an annuity for the life of 
the Participant with a survivor annuity for the life of the Spouse as 
described in Section 1.77.

6.2    Election of Optional Forms

6.2.1   By notice to the Administrator at any time prior to a 
Participant's date of death and beginning on the first day of the Plan 
Year in which the Participant attains age 35, the Participant may elect, 
in writing, not to receive the normal form of benefit payment otherwise 
applicable and to receive instead an optional form of benefit payment 
provided for in Section 6A.1. If the Participant separates from 
Employment prior to the first day of the Plan Year in which the 
Participant attains age 35, the Participant may make such election 
beginning on the date he or she separates from Employment.  This Section 
6.2.1 shall not be applicable if Section 6.1.2 applies to a Participant.

6.2.2   Within a reasonable period, but in any event no less than 30 and 
no more than 90 days prior to each Participant's Benefit Commencement 
Date, the Administrator shall provide to each Participant a written 
explanation of the terms and conditions of a Qualified Joint and 
Survivor Annuity. Such written explanation shall consist of:

(A)  the terms and conditions of the Qualified Joint and Survivor 
Annuity;

(B)  the Participant's right to make, and the effect of, an election to 
waive the Qualified Joint and Survivor Annuity;

(C)  the rights of the Participant's Spouse under Section 6.2.4;

(D)  the right to make, and the effect of, a revocation of a previous 
election to waive the Qualified Joint and Survivor Annuity; and

(E) the relative values of the various optional forms of benefit under 
the Plan.

The Administrator may, on a uniform and nondiscriminatory basis, provide 
for such other notices, information or election periods or take such 
other action as the Administrator considers necessary or appropriate to 
implement the provisions of this Section 6.2.2.

6.2.3   A Participant may revoke his or her election to take an optional 
form of benefit, and elect a different form of benefit, at any time 
prior to the Participant's Benefit Commencement Date.

6.2.4   The election of an optional benefit by a Participant after 
December 31, 1984, must also be a waiver of a Qualified Joint and 
Survivor Annuity by the Participant. Any waiver of a Qualified Joint and 
Survivor Annuity shall not be effective unless (A) the Participant's 
Spouse consents in writing; (B) the election designates a specific 
alternate Beneficiary, including any class of Beneficiaries or any 
contingent Beneficiaries which may not be changed without spousal 
consent (or the Spouse expressly permits designations by the Participant 
without any further spousal consent); (C) the Spouse's consent to the 
waiver is witnessed by a Plan representative or notary public; and (D) 
the Spouse's consent acknowledges the effect of the election. 
Additionally, a Participant's waiver of the Qualified Joint and Survivor 
Annuity will not be effective unless the election designates a form of 
benefit payment which may not be changed without spousal consent or the 
Spouse expressly permits designations without any further spousal 
consent. Notwithstanding this consent requirement, if the Participant 
establishes to the satisfaction of a Plan representative that such 
written consent may not be obtained because there is no Spouse or the 
Spouse cannot be located, the election will be deemed effective. Any 
consent necessary under this provision will not be valid with respect to 
any other Spouse. A consent that permits designations by the Participant 
without any requirement of further consent by such Spouse must 
acknowledge that the Spouse has the right to limit consent to a specific 
Beneficiary, and a specific form of benefit, where applicable, and that 
the Spouse voluntarily elects to relinquish either or both of such 
rights. Additionally, a revocation of a prior waiver may be made by a 
Participant without the consent of the Spouse at any time before his or 
her Benefit Commencement Date. The number of revocations shall not be 
limited. Any new waiver will require a new consent by the electing 
Participant's Spouse. No consent obtained under this provision shall be 
valid unless the Participant has received notice as provided in this 
Section.

6.2.5   The election of an optional form of benefit which contemplates 
the payment of an annuity shall not be given effect if any person who 
would receive benefits under the annuity dies before the Benefit 
Commencement Date.

6.3   Change in Form of Benefit Payments

Any former Employee whose payments are being deferred or who is 
receiving installment payments may request acceleration or other 
modification of the form of benefit distribution, subject: to Code 
Section 401(a)(9), provided that any necessary consent to such change 
required pursuant to Section 6.2.4 is obtained from the Employee's 
Spouse. This Section 6.3 shall not apply to any Employee who becomes a 
Participant on or after January 1, 1989 or to Plans adopted after that 
date.




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<PAGE>



6.4   Direct Rollovers

6.4.1   The provisions of this Section 6.4 apply only to distributions 
made on or after January 1, 1993.

6.4.2    Notwithstanding any provision of the Plan to the contrary that 
would otherwise limit a Distributee's election under this Section 6.4, a 
Distributee may elect, at the time and in the manner prescribed by the 
Administrator, to have any portion of an Eligible Rollover Distribution 
paid directly to an Eligible Retirement Plan specified by the 
Distributee in a Direct Rollover.

6.4.3   Definitions - All terms used in this Section 6.4 shall have the 
meaning set forth below:

(A)  Eligible Rollover Distribution: An Eligible Rollover Distribution 
is any distribution of all or any portion of the balance to the credit 
of the Distributee, except, that an Eligible Rollover Distribution does 
not include: any distribution that is one of a series of substantially 
equal periodic payments (not less frequently than annually) made for the 
life (or life expectancy) of the Distributee or the joint lives (or 
joint life expectancies) of the Distributee and the Distributee's 
designated beneficiary, or for a specified period of ten years or more; 
any distribution to the extent such distribution is required under Code 
Section 401(a)(9); and the portion of any distribution that is not 
includible in gross income (determined without regard to the exclusion 
for net unrealized appreciation with respect to employer securities).

(B)  Eligible Retirement Plan: An Eligible Retirement Plan is an 
individual retirement account described in Code Section 408(a), an 
individual retirement annuity described in Code Section 408(b), an 
annuity plan described in Code Section 403(a), or a qualified trust 
described in Code Section 401 (a) that accepts the Distributee's 
Eligible Rollover Distribution. However, in the case of an Eligible 
Rollover Distribution to the Surviving Spouse, an Eligible Retirement 
Plan is an individual retirement account or individual retirement 
annuity.

(C)  Distributee: A Distributee includes an Employee or former Employee. 
In addition, the Employee's or former Employee's Surviving Spouse and 
the Employee's or former Employee's Spouse or former Spouse who is the 
alternate payee under a qualified domestic relations order, as defined 
in Code Section 414(p), are Distributees with regard to the interest of 
the Spouse or former Spouse.

(D)  Direct Rollover: A Direct Rollover is a payment by the Plan to the 
Eligible Retirement Plan specified by the Distributee.

ARTICLE VII
Death Benefits

7.1   Payment of Account Balances

7.1.1   The benefits payable to the Beneficiary of a Participant who 
dies while an Employee shall be the Account Balance of all of his or her 
Accounts including, if applicable, the proceeds of any life insurance 
contract in effect on the Participant's life in accordance with Section 
7.3. The benefits payable to the Beneficiary of a Participant who dies 
after terminating Employment shall be the vested Account Balance of all 
of his or her Accounts. Except as otherwise provided in this Article 
VII, a Beneficiary may request that he or she be paid his or her 
benefits as soon as practicable after the Participant's death.

7.1.2   If a Participant dies before distribution of his or her entire 
interest in the Plan has been completed, the remaining interest shall, 
subject to Section 7.2.5, be distributed to the Participant's 
Beneficiary in the form, at the time and from among the methods 
specified in Section 6.1.1 as elected by the Beneficiary in writing 
filed with the Administrator. If an election is not received by the 
Administrator within 90 days following the date the Administrator is 
notified of the Participant's death, the distribution shall be made, if 
to a Surviving Spouse, in accordance with Section 7.2.5(B), and, if to 
some other Beneficiary, to the Beneficiary in a lump-sum.

7.1.3   The value of the benefits payable to a Beneficiary shall be 
determined in accordance with Section 10.6.2. If the value of such death 
benefit is $3,500 or less, distribution of such benefit shall be made in 
a lump-sum as soon as practicable following the death of the 
Participant.

7.2   Beneficiaries

7.2.1   The Administrator shall provide each Participant, within the 
period described in Section 7.2.1(A) for such Participant, a written 
explanation of the death benefit in such terms and in such a manner as 
would be comparable to the explanation provided for meeting the 
requirements applicable to a Qualified Joint and Survivor Annuity. This 
Section 7.2.1 shall not be applicable if Section 6.1.2 applies to a 
Participant

(A)  The period for providing a written explanation of the death benefit 
for a Participant ends on the latest of the following to occur:

(i)  the period beginning with the first day of the Plan Year in which 
the Participant attains age 32 and ending with the close of the Plan 
Year preceding the Plan Year in which the Participant attains age 35;

(ii)  a reasonable period ending after the Employee becomes a 
Participant; or

(iii) a reasonable period ending after Code Section 417 first applies to 
the Participant.


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Notwithstanding the foregoing, notice must be provided within a 
reasonable period ending after termination of Employment in case of a 
Participant who terminates Employment before attaining age 35 and who 
has a vested interest in his or her Account

(B)  For purposes of the preceding paragraph, a reasonable period ending 
after the enumerated events described in (ii) and (iii) is the end of 
the two-year period beginning one year prior to the date the applicable 
event occurs and ending one year after that date. A Participant who has 
a vested interest in his or her Account and who terminates Employment 
before the Plan in which age 35 is attained, shall be provided such 
notice within the two-year period beginning one year prior to and ending 
one year after termination. If such a Participant returns to Employment, 
the applicable period for such Participant shall be redetermined.

7.2.2   A Participant shall designate one or more Beneficiaries to whom 
amounts due after his or her death, other than under the Qualified Joint 
and Survivor Annuity, shall be paid. In the event a Participant fails to 
make a proper designation or in the event that no designated Beneficiary 
survives the Participant, the Participant's Beneficiary shall be the 
Participant's Surviving Spouse, or if the Participant has no Surviving 
Spouse, the legal representative of the Participant's estate, as an 
asset of that estate. A Participant's Beneficiary shall not have any 
right to benefits under the Plan unless he or she shall survive the 
Participant.

7.2.3   Any designation of a Beneficiary incorporated into an Annuity 
Contract or insurance contract shall be governed by the terms of such 
Annuity Contract or insurance contract Any other designation of a 
Beneficiary must be filed with the Administrator, in a time and manner 
designated by such Administrator, in order to be effective. Any such 
designation of a Beneficiary may be revoked by filing a later 
designation
or an instrument of revocation with the Administrator, in a time and 
manner designated by the Administrator.

7.2.4   Effective after December 31, 1984, a married Participant whose 
designation of a Beneficiary is someone other than his or her Spouse, 
including a Beneficiary referred to in the first sentence of Section or 
the change of any such Beneficiary to a new Beneficiary other than the 
Participant's Spouse, shall not be valid unless made in writing and 
consented to by the Participant's Spouse in such terms and in such a 
manner as would be comparable to the consent provided for a waiver of 
the Qualified Joint and Survivor Annuity. The Spouse's consent to such 
designation must be made in the manner described in Section 6.2.4.

7.2.5   Notwithstanding any other provision of the Plan to the contrary:

(A)  If the Participant dies after his or her Benefit Commencement Date, 
but before distribution of his or her benefit has been completed, the 
remaining portion of such benefit may continue in the form and over the 
period in which the distributions were being made, but in any event must 
continue to be made at least as rapidly as under the method of 
distribution being used prior to the Participant's death.

(B)  If the Participant dies leaving a Surviving Spouse before his or 
her Benefit Commencement Date, the Participant's benefit shall be 
payable to the Participant's Surviving Spouse in the form of an annuity 
for the life of the Surviving Spouse. The preceding sentence shall not 
apply if, within 90 days following the date the Administrator is 
notified of the Participant's death, his or her Surviving Spouse elects, 
by written notice to the Administrator, any other form of benefit 
payment specified in Section 6.1.1, or the such Surviving Spouse has 
already consented in a manner described in Section 6.2.4 to a 
distribution to an alternate Beneficiary designated by the Participant. 
If the Plan is a profit-sharing plan which meets the requirements of 
Section 6.1.2., the Surviving Spouse shall receive his or her 
distribution in the form of a lump-sum unless she or he elects within 90 
days following the date the Administrator is notified of the 
Participant's death, any other form of benefit payment specified in 
Section 6.1.1, or the Participant's Surviving Spouse has already 
consented in a manner described in Section 6.2.4 to a distribution to an 
alternate Beneficiary designated by the Participant. If the 
Participant's benefit is $3,500 or less, distribution shall be made in 
the form of a lump-sum comprised of the assets in the Account 
immediately prior to the distribution if the Account consists of 
Participant-Directed Assets. If the Account does not consist of 
Participant-Directed Assets, the distribution shall be in cash. If the 
Participant's benefit is distributable in the form of an annuity for the 
life of the Surviving Spouse, the Surviving Spouse may elect to have 
such annuity distributed immediately.

(C)  If the Participant dies before his or her Benefit Commencement 
Date, the distribution of the Participant's entire interest shall be 
completed by December 31 of the calendar year containing the fifth 
anniversary of the Participant's death except to the extent that an 
election is made by the designated Beneficiary involved to receive 
distributions in accordance with (i) or (ii) of this subsection (C) 
below.

(i)  if any portion of the Participant's interest is payable to a 
designated Beneficiary who is an individual, distributions may be made 
in substantially equal installments over the life or Life Expectancy, as 
defined in Section 5.11.1(D), of the designated Beneficiary commencing 
on or before December 31 of the calendar year immediately following the 
calendar year of the Participant's death;

(ii) if the designated Beneficiary is the Participant's Surviving 
Spouse, the date distributions are required to begin in accordance with 
(i) of this subsection (C) shall not be earlier than the later of 
December 31 of the calendar year in which the Participant died and 
December 31 of the calendar year in which the Participant would have 
attained age 65; and

(iii) if the Surviving Spouse dies before payments begin subsequent 
distributions shall be made as if the Surviving Spouse had been the 
Participant.





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<PAGE>



(D)  For purposes of this Section 7.2.5, distribution of a Participant's 
interest is considered to begin on the Participant's Required Beginning 
Date, as defined in Section 5.11.1(E). If distribution in the form of an 
annuity irrevocably commences to the Participant before such Required 
Beginning Date, the date distribution is considered to begin is the date 
distribution actually commences.

(E)  For purposes of this Section 7.2.5, any amount paid to a child of 
the Participant will be treated as if it had been paid to the 
Participant's Surviving Spouse if the amount becomes payable to such 
Surviving Spouse when the child reaches the age of majority.

(F)  If the Participant has not made an election pursuant to this 
Section 7.2.5 by the time of his or her death, the Participant's 
designated Beneficiary must elect the method of distribution no later 
than the earlier of (i) December 31 of the calendar year in which 
distributions would be required to begin under this Section or (ii) 
December 31 of the calendar year which contains the fifth anniversary of 
the date of death of the Participant. If the Participant has no 
designated Beneficiary, or if the designated Beneficiary does not elect 
a method of distribution, distribution of the Participant's entire 
interest must be completed by December 31 of the calendar year 
containing the fifth anniversary of the Participant's death.

7.3   Life Insurance

7.3.1   With the consent of the Administrator and upon such notice as 
the Administrator may require, a Participant may direct that a portion 
of his or her Account be used to pay premiums on life insurance on the 
Participant's life; provided, however, that (a) the aggregate premiums 
paid on ordinary life insurance must be less than 50% of the aggregate 
contributions allocated to the Participant's Employer Accounts, (b) the 
aggregate premiums paid on term life insurance contracts, universal life 
insurance contracts and all other life insurance contracts which are not 
ordinary life insurance may not exceed 25% of the aggregate 
contributions allocated to the Participant's Employer Account, and (c) 
the sum of one-half of the premiums paid on ordinary life insurance and 
the total of all other life insurance premiums may not exceed 25% of the 
aggregate contributions allocated to the Employer Account of the 
Participant. For purposes of these limitations, ordinary life insurance 
contracts are contracts with both non-decreasing death benefits and non-
increasing premiums.

7.3.2   The Trustee shall be the owner of each life insurance contract 
purchased under this Section 7.3 and the proceeds of each such contract 
shall be payable to the Trustee, provided that all benefits, rights and 
privileges under each contract on the life of a Participant which are 
available while the Participant is living shall be exercised by the 
Trustee only upon and in accordance with the written instructions of the 
Participant. The proceeds of all such insurance on the life of a 
Participant shall be paid over by the Trustee to the Participant's 
Beneficiary in accordance with this Article VII. Under no circumstances 
shall the Trustee retain any part of the proceeds.

7.3.3   Any dividends or credits earned on a life insurance contract 
shall be applied when received in reduction of any premiums thereon, or, 
if no premiums are due, applied to increase the proceeds of the 
insurance contract.

7.3.4    If a Participant is found by the Administrator to be insurable 
only at a substandard premium rate, the policy shall provide a reduced 
death benefit using the same premium as would be required if the 
Participant were a standard risk, the amount of the death benefit being 
determined in accordance with the amount of the rating.

7.3.5   The cash surrender value of an insurance contract to the extent 
deriving from Employer or Participant contributions, if any, shall be 
included, respectively, in the Account Balance of the Account from which 
the premiums were paid. Any death benefits under an insurance contract 
payable before the Participant's termination of Employment will be paid 
to the Trustee for addition to the relevant Account of the Participant 
for distribution in accordance with Section 7.1.

7.3.6   Any other provisions herein to the contrary notwithstanding, the 
purchase of life insurance for any Participant shall be subject to such 
minimum premium requirements as the Trustee may determine from time to 
time.

7.3.7   Premiums on life insurance contracts on a Participant's life 
shall be paid by the Trustee, unless directed otherwise by the 
Participant, first from cash in the Participant's Employer Accounts to 
the extent thereof, and then from cash in the Participant's Participant 
Contributions Accounts, if any, to the extent thereof. If there is 
insufficient cash in either Account to pay premiums due, the Trustee 
shall notify the Participant of this fact. If the Participant does not 
thereafter instruct the Trustee to sell sufficient assets in an Account 
of the Participant to pay premiums due on a timely basis, the Trustee 
shall not be obligated to take any further action with respect to any 
life insurance contract on the Participant's life, whether as regards 
continuing insurance on a paid-up basis, effecting a reduction of the 
insurance in force, or otherwise, except at the direction of the 
Participant.

7.3.8   Prior to such time as a Participant becomes entitled to receive 
a distribution of any benefits under this Plan for any reason other than 
the Participant's death, the Trustee shall, pursuant to the written 
direction of the Participant delivered to the Administrator within such 
period of time as is acceptable to the Administrator, either convert all 
life insurance contracts on the Participant's life into cash or an 
annuity to provide current or future retirement income to the 
Participant or distribute the contracts to the Participant as a part of 
a benefit distribution; provided, however, that:

(A)  the contracts shall not be distributed unless, if the Participant 
is married at the time the distribution of the contracts is to be made, 
and the Plan is a money purchase pension plan, a target benefit plan or 
a profit-sharing plan to which Section 6.1.2 does not apply, the 
Participant's Spouse at that time consents to a distribution in the 
manner prescribed by Section 6.2.4; and



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<PAGE>



(B)  if the cash value of any contracts at the time they become 
distributable to a Participant exceeds a Participant's vested interest 
in his or her Employer Accounts at that time, the Participant shall be 
entitled to receive a distribution of such contracts only if the 
Participant promptly pays such excess in cash to the Trust Fund.

Life insurance contracts on a Participant's life shall not continue to 
be maintained under the Plan following the Participant's termination of 
Employment or after Employer contributions have ceased.

If a Participant on whose life an insurance contract is held does not 
make a timely and proper direction regarding the contract under this 
Section 
7.3.8, the Participant shall be deemed to have directed that the 
contract be converted into cash to be distributed in the manner in which 
the Participant's benefit is to be distributed.

7.3.9   Anything contained herein to the contrary notwithstanding, in 
the event of any conflict between the terms of the Plan and the terms of 
any insurance contract purchased under this Section 7.3, the provisions 
of the Plan shall control.

ARTICLE VIII
FIDUCIARIES

8.1   Named Fiduciaries

8.1.1   The Administrator shall be a "named fiduciary" of the Plan, as 
that term is defined in ERISA Section 402(a)(2), with authority to 
control and manage the operation and administration of the Plan, other 
than authority to manage and control Plan assets. The Administrator 
shall also be the "administrator" and "plan administrator" with respect 
to the Plan, as those terms are defined in ERISA Section 3(16)(A) and in 
Code Section 414(g), respectively.

8.1.2   The Trustee, or Investment Committee if appointed by the 
Employer, shall be a "named fiduciary" of the Plan, as that term is 
defined in ERISA Section 402(a)(2), with authority to manage and control 
all Trust Fund assets and to select an Investment Manager or Investment 
Managers. If Merrill Lynch Trust Company is the Trustee, it shall be a 
nondiscretionary trustee; an Investment Committee shall be appointed and 
shall be the Employer, who may also remove such Investment Committee; 
and the Investment Committee shall be the "named fiduciary" with respect 
to Trust Fund assets. Anything in this Section 8.1.2. to the contrary 
notwithstanding, with respect to Participant-Directed Assets, the 
Participant or Beneficiary having the power to direct the investment of 
such assets shall be the "named fiduciary" with respect thereto.

8.1.3   The Trustee, or Investment Committee if appointed by the 
Employer, shall have the power to make and deal with any investment of 
the Trust Fund permitted in Section 10.4, except Participant-Directed 
Assets or assets for which an Investment Manager has such power, in any 
manner which it deems advisable and shall also:

(A)  establish and carry out a funding policy and method consistent with 
the objectives of the Plan and the requirements of ERISA;

(B)  have the power to select Annuity Contracts, if applicable;

(C)  have the power to determine, if applicable, what investments 
specified in Section 10.4, including, without limitation, Qualified 
Employer Securities and regulated investment company shares, are 
available as Participant-Directed Assets; and

(D)  have all the rights, powers, duties and obligations granted or 
imposed upon it elsewhere in the Plan.

8.2   Employment of Advisers

A "named fiduciary", with respect to the Plan (as defined in ERISA 
Section 402(a)(2)) and any "fiduciary" (as defined in ERISA Section 
3(4)) appointed by such a "named fiduciary", may employ one or more 
persons to render advice with regard to any responsibility of such 
"named fiduciary or "fiduciary" under the Plan.

8.3   Multiple Fiduciary Capacities

Any "named fiduciary" with respect to the Plan (as defined in ERISA 
Section 402(a)(2)) and any other "fiduciary" (as defined in ERISA 
Section 3(4)) with respect to the Plan may serve in more than one 
fiduciary capacity.

8.4    Indemnification

To the extent not prohibited by state or federal law, the Employer 
agrees to, and shall indemnify and save harmless, as the case may be, 
each Administrator (if a person other than the Employer), Trustee, 
Investment Committee and/or any Employee, officer or director of the 
Employer, or an Affiliate, from all claims for liability, loss, damage 
or expense (including payment of reasonable expenses in connection with 
the defense against any such claim) which result from any exercise or 
failure to exercise any of the indemnified person's responsibilities 
with respect to the Plan, other than by reason of gross negligence.


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<PAGE>



8.5   Payment of Expenses

8.5.1   All Plan expenses including without limitation, expenses and 
fees (including fees for legal services rendered and fees to the 
Trustee) of the Sponsor, Administrator, Investment Manager, Trustee, and 
any insurance company, shall be charged against and withdrawn from the 
Trust Fund; provided, however, the Employer may pay any of such expenses 
or reimburse the Trust Fund for any payment.

8.5.2   All transactional costs or charges imposed or incurred (if any) 
for Participant-Directed Assets shall be charged to the Account of the 
directing Participant or Beneficiary. Transactional costs and charges 
shall include, but shall not be limited to, charges for the acquisition 
or sale or exchange of Participant-Directed Assets, brokerage 
commissions, service charges and professional fees.

8.5.3   Any taxes which may be imposed upon the Trust Fund or the income 
therefrom shall be deducted from and charged against the Trust Fund.

ARTICLE IX
PLAN ADMINISTRATION

9.1   The Administrator

9.1.1   The Employer may appoint one or more persons as Administrator, 
who may also be removed by the Employer. If any individual is appointed 
as Administrator, and the individual is an Employee, the individual, 
will be considered to have resigned as Administrator if he or she 
terminates Employment and at least one other person continues to serve 
as Administrator. Employees shall receive no compensation for their 
services rendered to or as Administrator.

9.1.2   If more than one person is designated as Administrator, the 
Administrator shall act by a majority of its members at the time in 
office and such action may be taken either by a vote at a meeting or in 
writing without a meeting. However, if less than three members are 
appointed, the Administrators shall act only upon the unanimous consent 
of its members. An Administrator who is also a Participant shall not 
vote or act upon any matter relating to himself or herself, unless such 
person is the sole Administrator.

9.1.3   The Administrator may authorize in writing any person to execute 
any document or documents on the Administrator's behalf, and any 
interested person, upon receipt of notice of such authorization directed 
to it, may thereafter accept and rely upon any document executed by such 
authorized person until the Administrator shall deliver to such 
interested person a written revocation of such authorization.

9.2   Powers and Duties of the Administrator

9.2.1  The Administrator shall have the power to construe the Plan and 
to determine all questions of fact or interpretation that may arise 
thereunder, and any such construction or determination shall be 
conclusively binding upon all persons interested in the Plan.

9.2.2   The Administrator shall have the power to promulgate such rules 
and procedures, to maintain or cause to be maintained such records and 
to issue such forms as it shall deem necessary and proper for the 
administration of the Plan.

9.2.3   Subject to the terms of the Plan, the Administrator shall 
determine the time and manner in which all elections authorized by the 
Plan shall be made or revoked.

9.2.4   The Administrator shall have all the rights, powers, duties and 
obligations granted to or imposed upon it elsewhere in the Plan.

9.2.5   The Administrator shall exercise all of its responsibilities in 
a uniform and nondiscriminatory manner.

9.3   Delegation of Responsibility

The Administrator may designate persons, including persons other than 
"named fiduciaries" (as defined in ERISA Section 402(a)(2)) to carry out 
the specified responsibilities of the Administrator and shall not be 
liable for any act or omission of a person so designated.

ARTICLE X
TRUSTEE AND INVESTMENT COMMITTEE

10.1   Appointment of Trustee and Investment Committee

10.1.1   The Employer shall appoint one or more persons as a Trustee who 
shall serve as such for all or a portion of the Trust Fund. By executing 
the Adoption Agreement: (i) the Employer represents that all necessary 
action has been taken for the appointment of the Trustee; (ii) the 
Trustee acknowledges that it accepts such appointment; and (iii) both 
the Employer and the Trustee agree to act in accordance with the Trust 
provisions contained in this Article X.




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<PAGE>


10.1.2   An Employee appointed as Trustee or to the Investment Committee 
shall receive no compensation for services rendered in such capacity and 
will be considered to have resigned if he or she terminates Employment 
and at least one other person continues to act as Trustee or as the 
Investment Committee, as the case may be. If Merrill Lynch Trust Company 
is the Trustee, the Employer shall appoint an Investment Committee, and 
Merrill Lynch Trust Company shall be a nondiscretionary trustee.

10.1.3    If more than one person is acting as the Trustee, or as an 
Investment Committee, such Trustee, or Investment Committee, shall act 
by a majority of the persons at the time so acting and such action may 
be taken either by a vote at a meeting or in writing without a meeting. 
If less than three members are serving, the Trustee, or Investment 
Committee, shall act only upon the unanimous consent of those serving. 
The Trustee, or Investment Committee, may authorize in writing any 
person to execute any document or documents on its behalf, and any 
interested person, upon receipt of notice of such authorization directed 
to it may thereafter accept and rely upon any document executed by such 
authorized person until the Trustee, or Investment Committee, shall 
deliver to such interested person a written revocation of such 
authorization.

10.2   The Trust Fund

The Trustee shall receive such sums of money or other property 
acceptable to the Trustee which shall from time to time be paid or 
delivered to the Trustee under the Plan. The Trustee shall hold in the 
Trust Fund all such assets, without distinction between principal and 
income, together with all property purchased therewith and the proceeds 
thereof and the earnings and income thereon The Trustee shall not be 
responsible for, or have any duty to enforce, the collection of any 
contributions or assets to be paid or transferred to it, or for 
verifying whether contributions or transfers to it are allowable under 
the Plan, nor shall the Trustee be responsible for the adequacy of the 
Trust Fund to meet or discharge liabilities under the Plan.

10.2.1   The Trustee shall receive in cash or other assets acceptable to 
the Trustee, so long as such assets received do not constitute a 
prohibited transaction, all contributions paid or delivered to it which 
are allocable under the Plan and to the Trust Fund and all transfers 
paid or delivered under the Plan to the Trust Fund from a predecessor 
trustee or another trust (including a trust forming part of another plan 
qualified under Code Section 401 (a); provided, however, that the 
Trustee shall not be obligated to receive any such contribution or 
transfer unless prior thereto or coincident therewith, as the Trustee 
may specify, the Trustee has received such reconciliation, allocation, 
investment or other information concerning, or such direction, 
contribution or representation with respect to, the contribution or 
transfer or the source thereof as the Trustee may require. The Trustee 
shall have no duty or authority to (a) require any contributions or 
transfers to be made under the Plan or to the Trustee,(b) compute any 
amount to be contributed or transferred under the Plan to the Trustee, 
or (c) determine whether amounts received by the Trustee comply with the 
Plan.

10.2.2   The Trust Fund shall consist of all money and other property 
received by the Trustee pursuant to Section 10.2, increased by any 
income or gains on or increment in such assets and decreased by any 
investment loss or expense, benefit or disbursement paid pursuant to the 
Plan.

10.3    Relationship with Administrator

10.3.1   Neither the Trustee, nor the Investment Committee, if any, 
shall be responsible in any respect for the administration of the Plan. 
Payments of money or property from the Trust Fund shall be made by the 
Trustee upon direction from the Administrator or its designee. Payments 
by the Trustee shall be transmitted to the Administrator or its designee 
for delivery to the proper payees or to payee addresses supplied by the 
Administrator or its designee, and the Trustee's obligation to make such 
payments shall be satisfied upon such transmittal. The Trustee shall 
have no obligation to determine the identity of persons entitled to 
payments under the Plan or their addresses.

10.3.2   Directions from or on behalf of the Administrator or its 
designee shall be communicated to the Trustee or the Trustee's designee 
for that purpose only in a manner and in accordance with procedures 
acceptable to the Trustee. The Trustee's designee shall not, however, be 
empowered to implement any such directions except in accordance with 
procedures acceptable to the Trustee. The Trustee shall have no 
liability for following any such directions or failing to act in the 
absence of any such directions. The Trustee shall have no liability for 
the acts or omissions of any person making or failing to make any 
direction under the Plan or the provisions of this Article X nor any 
duty or obligation to review any such direction, act or omission.

10.3.3   If a dispute arises over the propriety of the Trustee making 
any payment from the Trust Fund, the Trustee may withhold the payment 
until the dispute has been resolved by a court of competent jurisdiction 
or settled by the parties to the dispute. The Trustee may consult legal 
counsel and shall be fully protected in acting upon the advice of 
counsel.

10.4    Investment of Assets

10.4.1   Except as provided in Section 10.4.2, investments of the Trust 
Fund shall be made in the following, but only if compatible with the 
Sponsor's administrative and operational requirement and framework:

(A)  shares of any regulated investment company managed in whole or in 
part by the Sponsor or any affiliate of the Sponsor;






38
<PAGE>



(B)  any property purchased through the Sponsor or any affiliate of the 
Sponsor, whether or not productive of income or consisting of wasting 
assets, including, without limitation by specification, governmental 
corporate or personal obligations, trust and participation certificates, 
leaseholds, fee titles, mortgages and other interests in realty, 
preferred and common stocks, convertible stocks and securities, shares 
of regulated investment companies, certificates of deposit, put and call 
options and other option contracts of any type, foreign or domestic, 
whether or not traded of an exchange, futures contracts and options on 
futures contracts traded on or subject to the rules of an exchange which 
has been designated as a contract market by the Commodity Futures 
Trading Commission, an independent U.S. government agency, contracts 
relating to the lending of property, evidences of indebtedness or 
ownership in foreign corporations or other enterprises, or indebtedness 
of foreign governments, group trust participations, limited or general 
partnership interests, insurance contracts, annuity contracts, any other 
evidences of indebtedness or ownership including oil, mineral or gas 
properties, royalty interests or rights (including equipment pertaining 
thereto); and

(C)   Qualifying Employer Securities or "qualifying employer real 
properties" (as that term is defined in ERISA Section 407(d) to the 
extent permitted in Section 10.4.3).


10.4.2   (A) Up to 25% or with the written consent of the Sponsor or its 
representative, an additional percentage of each Plan Year's 
contributions may be invested in property as specified in Section 
10.4.1(B) acquired through a person other than the Sponsor or an 
affiliate of the Sponsor.

(B)  Except as permitted by Section 10.4.2 and except as may result from 
a Rollover Contribution or a trust to trust transfer, without the 
written consent of the Sponsor or its representative, property may not 
be acquired through a person other than the Sponsor or an affiliate of 
the Sponsor if following such acquisitions the value of the property so 
acquired would exceed 25% of the value of the Trust Fund.

10.4.3   In its sole discretion, the Investment Committee, or Trustee if 
there is no Investment Committee:

(A)  may permit the investment of up to 10% of the Trust Fund in 
Qualifying Employer Securities or "qualifying employer real property" 
(as that term is defined in ERISA Section 407(d)), to the extent such 
investment is compatible with the Sponsor's administrative and 
operational requirements and framework; and

(B)  may determine, subject to Section 10.4.2, that a percentage of 
assets in excess of 10% of the Trust Fund may be invested in Qualifying 
Employer Securities or "qualifying employer real property" by a profit-
sharing plan.

10.4.4   This Plan will be recognized as a Prototype Plan by the Sponsor 
only by complying with the provisions of this Section 10.4.

10.5   Investment Direction, Participant-Directed Assets and Qualifying 
Employer Investments

10.5.1   The Trustee, or Investment Committee if appointed, shall manage 
the investment of the Trust Fund except insofar as (a) an Investment 
Manager has authority to manage Trust assets, or (b) Participant-
Directed Assets are permitted as specified in the Adoption Agreement. 
Except as required by ERISA, if an Investment Committee is acting, the 
Trustee shall invest the Trust Fund as directed by the Investment 
Committee, an Investment Manager or a Participant or Beneficiary, as the 
case may be, and the Trustee shall have no discretionary control over, 
nor any other discretion regarding, the investment or reinvestment of 
any asset of the Trust Participant-Directed Assets shall be invested in 
accordance with the direction of the Participant or, in the event of the 
Participant's death before an Account is fully paid out, the 
Participant's Beneficiary with respect to the assets involved; provided, 
however, that Participant-Directed Assets may not be invested in 
"collectibles" (as defined in Code Section 408(m)(2)). If there are 
Participant-Directed Assets, the investment of these assets shall be 
made in accordance with such rules and procedures established by the 
Administrator which must be consistent with the rules and procedures of 
the Sponsor or its affiliate, as the case may be.

10.5.2   With respect to Participant-Directed Assets, neither the 
Administrator, the Investment Committee nor the Trustee shall:

(A)  make any investments or dispose of any investments without the 
direction of the Participant or Beneficiary for whom the Participant-
Directed Assets are maintained, except as provided in Section 8.5 so as 
to pay fees or expenses of the Plan;

(B)  be responsible for reviewing any investment direction with respect 
to Participant-Directed Assets or for making recommendations on 
acquiring, retaining or disposing of any assets or otherwise regarding 
any assets;

(C)  have any duty to determine whether any investment is an authorized 
or proper one; or

(D)  be liable for following any investment direction or for any losses, 
taxes or other consequences incurred as a consequence of investments 
selected by any Participant or Beneficiary or for holding assets 
uninvested until it receives proper instructions.

10.5.3   If Participant-Directed Assets are permitted, a list of the 
Participants and Beneficiaries and such information concerning them as 
the Trustee may specify shall be provided by the Employer or the 
Administrator to the Trustee and/or such person as are necessary for the 
implementation of the directions in accordance with the procedure 
acceptable to the Trustee.




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10.5.4    It is understood that the Trustee may, from time to time, have 
on hand funds which are received as contributions or transfers to the 
Trust Fund which are awaiting investment or funds from the sale of Trust 
Fund assets which are awaiting reinvestment Absent receipt by the 
Trustee of a direction from the proper person for the investment or 
reinvestment of such funds or otherwise prior to the application of 
funds in implementation of such a direction, the Trustee shall cause 
such funds to be invested in shares of such money market fund or other 
short term investment vehicle as the Trustee, or Investment Committee if 
appointed, may specify for this purpose from time to time. Any such 
investment fund may be sponsored, managed or distributed by the Sponsor 
or an affiliate of the Sponsor.

10.5.5   Directions for the investment or reinvestment of Trust assets 
of a type referred to in Section 10.4 from the Investment Committee, an 
Investment Manager or a Participant or Beneficiary, as the case may be, 
shall. in a manner and in accordance with procedures acceptable to the 
Trustee, be communicated to and implemented by, as the case may be, the 
Trustee, the Trustee's designee or, with the Trustee's consent and if an 
Investment Committee is operating, a broker/dealer designated for the 
purpose by the Investment Committee. Communication of any such direction 
to such a designee or broker/dealer shall conclusively be deemed an 
authorization to the designee or broker/dealer to implement the 
direction even though coming from a person other than the Trustee. The 
Trustee shall have no liability for its or any other person's following 
such directions or failing to act in the absence of any such directions. 
The Trustee shall have no liability for the acts or omissions of any 
person directing the investment or reinvestment of Trust Fund assets or 
making or failing to make any direction referred to in Section 10.5.6.

10.5.6   The voting and other rights in securities or other assets held 
in the Trust shall be exercised by the Trustee provided, however, that 
if an Investment Committee is appointed, the Trustee shall act as 
directed by such person who at the time has the right to direct the 
investment or reinvestment of the security or other asset involved.

10.5.7   With respect to any Qualifying Employer Securities allocated to 
an Account, each Participant shall be entitled to direct the Trustee in 
writing as to the manner in which Qualifying Employer Securities are to 
be voted.

10.5.8   With respect to any Qualifying Employer Securities allocated to 
an Account, each Participant shall be entitled to direct the Trustee in 
writing as to the manner in which to respond to a tender or exchange 
offer or other decisions with respect to the Qualifying Employer 
Securities. The Administrator shall utilize its best efforts to timely 
distribute or cause to be distributed to each Participant such 
information received from the Trustee as will be distributed to 
shareholders of the Employer in connection with any such tender or 
exchange offer or other similar matter or any vote referred to in 
Section 10.5.7.

10.5.9   If an Investment Committee is appointed, notwithstanding any 
provision hereof to the contrary, in the event the person with the right 
to direct a voting or other decision with respect to any security, 
Qualifying Employer Securities, or other asset held in the Trust does 
not communicate any decision on the matter to the Trustee or the 
Trustee's designee by the time prescribed by the Trustee or the 
Trustee's designee for that purpose or if the Trustee notifies the 
Investment Committee, if applicable, either that it does not have 
precise information as to the securities, Qualifying Employer 
Securities, or other assets involved allocated on the applicable record 
date to the accounts of all Participants and Beneficiaries or that time 
constraints make it unlikely that Participant, Beneficiary or Investment 
Manager direction, as the case may be, can be received on a timely 
basis, the decision shall be the responsibility of the Investment 
Committee and shall be communicated to the Trustee on a timely basis. In 
the event an Investment Committee with any right under the Plan to 
direct a voting or other decision with respect to any security, 
Qualifying Employer Securities, or other asset held in the Trust, does 
not communicate any decision on the matter to the Trustee or the 
Trustee's designee by the time prescribed by the Trustee for that 
purpose, the Trustee may, at the cost of the Employer, retain an 
Investment Manager with full discretion to make the decision. Except as 
required by ERISA, the Trustee shall (a) follow all directions above 
referred to in this Section and (b) shall have no duty to exercise 
voting or other rights relating to any such security, Qualifying 
Employer Security or other asset.

10.5.10   The Administrator shall establish, or cause to be established, 
a procedure acceptable to the Trustee for the timely dissemination to 
each person entitled to direct the Trustee or its designee as to a 
voting or other decision called for thereby or referred to therein of 
all proxy and other materials bearing on the decision.

10.5.11   Any person authorized to direct the investment of Trust assets 
may, if the Trustee and the Investment Committee, if applicable, so 
permit, direct the Trustee to invest such assets in a common or 
collective trust maintained by the Trustee for the investment of assets 
of qualified trusts under section 401(a) of the Code, individual 
retirement accounts under section 408(a) of the Code and plans or 
governmental units described in section 818(a)(6) of the Code. The 
documents governing any such common or collective trust fund maintained 
by the Trustee, and in which Trust assets have been invested, are hereby 
incorporated into this Article X by reference.

10.6   Valuation of Accounts

10.6.1   A Participant's Accounts shall be valued at fair market value 
on each Valuation Date. Subject to Section 10.6.2(A), as of each 
Valuation Date, the earnings and losses and expenses of the Trust Fund 
shall be allocated to each Participant Account in the ratio that such 
Account Balance in that category of Accounts bears to all Account 
Balances in that category. With respect to Participant-Directed Assets, 
the earnings and losses and expenses (including transactional expenses 
pursuant to Section 8.5.2) of such Participant-Directed Assets shall be 
allocated to the Account the Participant or Beneficiary having authority 
to direct the investment of the assets in his or her Account.





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10.6.2   The Valuation Date with respect to any distributions 
(including, without limitation, loan distributions and purchase of 
annuities) from any Account upon the occurrence of a Benefit 
Commencement Date or otherwise, shall be:

(A)  with respect to Participant-Directed Asset, the date as of which 
the Account distribution is made; and

(B)  with respect to other assets, the Valuation Date immediately 
preceding the Benefit Commencement Date, if applicable, or immediately 
preceding the proposed date of any other distribution from an Account.

With respect to any contribution allocable to an Account which has not 
been made as of a Valuation Date determined pursuant to this Section 
10.6.2, the principal amount of such contribution distributable because 
of the occurrence of a Benefit Commencement Date shall be distributed as 
soon as practicable after the date paid to the Trust Fund.

10.6.3   The assets of the Trust shall be valued at fair market value as 
determined by the Trustee based upon such sources of information as it 
may deem reliable, including, but not limited to, stock market 
quotations, statistical evaluation services, newspapers of general 
circulation, financial publications, advice from investment counselors 
or brokerage firms, or any combination of sources. The reasonable costs 
incurred in establishing values of the Trust Fund shall be a charge 
against the Trust Fund, unless paid by the Employer.

When the Trustee is unable to arrive at a value based upon information 
from independent sources, it may rely upon information from the 
Employer, Administrator, Investment Committee, appraisers or other 
sources, and shall not incur any liability for inaccurate valuation 
based in good faith upon such information.

10.7   Insurance Contracts

The Trustee, if an Investment Committee is not appointed, Investment 
Committee, or Participant or Beneficiary with respect to Participant-
Directed Assets, may appoint one or more insurance companies to hold 
assets of the Plan, and may direct, subject to Section 7.3, the purchase 
of insurance contracts or policies from one or more insurance companies 
with assets of the Plan. Neither the Investment Committee, Trustee nor 
the Administrator shall be liable for the validity of any such contract 
or policy, the failure of any insurance company to make any payments or 
for any act or omission of an insurance company with respect to any 
duties delegated to any insurance company.

10.8   The Investment Manager

10.8.1   The Trustee, if an Investment Committee is not appointed, 
Investment Committee, or the Participant or Beneficiary with respect to 
Participant-Directed Assets, may, by an instrument in writing, appoint 
one or more Investment Managers, who may be an affiliate of the Merrill 
Lynch Trust Company, to direct the Trustee in the investment of all or a 
specified portion of the assets of the Trust in property specified in 
Section 10.4. Any such Investment Manager shall be directed by the 
Trustee, if an Investment Committee is not appointed, Investment 
Committee, Participant or Beneficiary, as the case may be, to act in 
accordance with the procedures referred to in Section 10.5.5. If 
appointed, the Investment Committee shall notify the Trustee in writing 
before the effectiveness of the appointment or removal of any Investment 
Manager. If there is more than one Investment Manager whose appointment 
is effective under the Plan at any one time, the Trustee shall, upon 
written instructions from the Investment Committee, Participant or 
Beneficiary, establish separate funds for control by each such 
Investment Manager. The funds shall consist of those Trust Fund assets 
designated by the Investment Committee, Participant or Beneficiary.

10.8.2   Each person appointed as an Investment Manager shall be:

(A)  an investment adviser registered under the Investment Advisers Act 
of 1940,

(B)  a bank as defined in that Act, or

(C)  an insurance company qualified to manage, acquire or dispose of any 
asset of the Plan under the laws of more than one state.

10.8.3   Each Investment Manager shall acknowledge in writing that it is 
a "fiduciary" (as defined in ERISA Section 3(21)) with respect to the 
Plan. The Trustee, or the Investment Committee if appointed, shall enter 
into an agreement with each Investment Manager specifying the duties and 
compensation of such Investment Manager and the other terms and 
conditions under which such Investment Manager shall be retained. 
Neither the Trustee nor the Investment Committee, if appointed, shall be 
liable for any act or omission of any Investment Manager and shall not 
be liable for following the advice of any Investment Manager with 
respect to any duties delegated to any Investment Manager.

10.8.4    The Trustee, or Investment Committee if appointed, or the 
Participant or Beneficiary, if applicable with respect to Participant-
Directed Assets, shall have the power to determine the amount of Trust 
Fund assets to be invested pursuant to the direction of a designated 
Investment Manager and to set investment objectives and guidelines for 
the Investment Manager.






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<PAGE>



10.8.5   Second Trust Fund. The Employer may appoint a second trustee 
under the Plan with respect to assets which the Employer desires to 
contribute or have transferred to the Trust Fund, but which the other 
Trustee does not choose to accept provided, however, that if a Merrill 
Lynch Trust Company is a Trustee, its consent (which consent may be 
evidenced by its acceptance of its appointment as Trustee) shall be 
required. In the event and upon the effectiveness of the acceptance of 
the second Trustee's appointment, the Employer shall be deemed to have 
created two trust funds under the Plan, each with its own Trustee, each 
governed separately by this Article X. Each Trustee under such an 
arrangement shall, however, discharge its duties and responsibilities 
solely with respect to those assets of the Trust delivered into its 
possession and except pursuant to ERISA, shall have no duties, 
responsibilities or obligations with respect to property of the other 
Trust nor any liability for the acts or omissions of the other Trustee. 
As a condition to its consent to the appointment of a second trustee, 
the Merrill Lynch Trust Company shall assure that recordkeeping, 
distribution and reporting procedures are established on a coordinated 
basis between it and the second trustee as considered necessary or 
appropriate with respect to the Trusts.

10.9    Powers of Trustee

10.9.1   At the direction of the person authorized to direct such action 
as referred to in Section 10.5.1, but limited to those assets or 
categories of assets acceptable to the Trustee as referred to in Section 
10.4, or at its own discretion if no such person is so authorized, the 
Trustee, or the Trustee's designee or a broker/dealer as referred to in 
Section 10.5.5, is authorized and empowered:

(A)  To invest and reinvest the Trust Fund, together with the income 
therefrom, in assets specified in Section 10.4;

(B)  To deposit or invest all or any part of the assets of the Trust in 
savings accounts or certificates of deposit or other deposits in a bank 
or savings and loan association or other depository institution, 
including the Trustee or any of its affiliates, provided with respect to 
such deposits with the Trustee or an affiliate the' deposits bear a 
reasonable interest rate;

(C)  To hold, manage, improve, repair and control all property, real or 
personal, forming part of the Trust Fund; to sell, convey, transfer, 
exchange, partition, lease for any term, even extending beyond the 
duration of this Trust, and otherwise dispose of the same from time to 
time;

(D)  To have, respecting securities, all the rights, powers and 
privileges of an owner, including the power to give proxies, pay 
assessments and other sums deemed by the Trustee necessary for the 
protection of the Trust Fund; to vote any corporate stock either in 
person or by proxy, with or without power of substitution, for any 
purpose; to participate in voting trusts, pooling agreements, 
foreclosures, reorganizations, consolidations, mergers and liquidations, 
and in connection therewith to deposit securities with or transfer title 
to any protective or other committee; to exercise or sell stock 
subscriptions or conversion rights; and, regardless of any limitation 
elsewhere in this instrument relative to investments by the Trustee, to 
accept and retain as an investment any securities or other property 
received through the exercise of any of the foregoing powers;

(E)  Subject to Section 10.5.4 hereof, to hold in cash, without 
liability for interest, such portion of the Trust Fund which it is 
directed to so hold pending investments, or payment of expenses, or the 
distribution of benefits;

(F)  To take such actions as may be necessary or desirable to protect 
the Trust from loss due to the default on mortgages held in the Trust 
including the appointment of agents or trustees in such other 
jurisdictions as may seem desirable, to transfer property to such agents 
or trustees, to grant to such agents such powers as are necessary or 
desirable to protect the Trust Fund, to direct such agent or trustee, or 
to delegate such power to direct, and to remove such agent or trustee;

(G)  To settle, compromise or abandon all claims and demands in favor of 
or against the Trust Fund;

(H)  To invest in any common or collective trust fund of the type 
referred to in Section 10.5.8 hereof maintained by the Trustee;

(I)  To exercise all of the further rights, powers, options and 
privileges granted, provided for, or vested in trustees generally under 
the laws of the State of New Jersey, so that the powers conferred upon 
the Trustee herein shall not be in limitation of any authority conferred 
by law, but shall be in addition thereto;

(J)  To borrow money from any source and to execute promissory notes, 
mortgages or other obligations and to pledge or mortgage any trust 
assets as security, subject to applicable requirements of the Code and 
ERISA; and

(K)  To maintain accounts at, execute transactions through, and lend on 
an adequately secured basis stocks, bonds or other securities to, any 
brokerage or other firm, including any firm which is an affiliate of the 
Trustee.

10.9.2   To the extent necessary or which it deems appropriate to 
implement its powers under Section 10.9.1 or otherwise to fulfill any of 
its duties and responsibilities as trustee of the Trust Fund, the 
Trustee shall have the following additional powers and authority:

(A)  to register securities, or any other property, in its name or in 
the name of any nominee, including the name of any affiliate or the 
nominee name designated by any affiliate, with or without indication of 
the capacity in which property shall be held, or to hold securities in 
bearer form and to deposit any securities or other property in a 
depository or clearing corporation;



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<PAGE>



(B)  to designate and engage the services of, and to delegate powers and 
responsibilities to, such agents, representatives, advisers, counsel and 
accountants as the Trustee considers necessary or appropriate, any of 
whom may be an affiliate of the Trustee or a person who renders services 
to such an affiliate, and, as a part of its expenses under this Trust 
Agreement, to pay their reasonable expenses and compensation;

(C)  to make, execute and deliver, as Trustee, any and all deeds, 
leases, mortgages, conveyances, waivers, releases or other instruments 
in writing necessary or appropriate for the accomplishment of any of the 
powers listed in this Trust Agreement; and

(D)  generally to do all other acts which the Trustee deems necessary or 
appropriate for the protection of the Trust Fund.

10.9.3    The Trustee shall have no duties or responsibilities other 
than those specified in the Plan.

10.10   Accounting and Records

10.10.1   The Trustee shall maintain or cause to be maintained accurate 
records and accounts of all Trust transactions and assets. The records 
and accounts shall be available at reasonable times during normal 
business hours for inspection or audit by the Administrator, Investment 
Committee, if appointed, or any person designated for the purpose by 
either of them.

10.10.2   Within 90 days following the close of each fiscal year of the 
Plan or the effective date of the removal or resignation of the Trustee, 
the Trustee shall file with the Administrator a written accounting 
setting forth all transactions since the end of the period covered by 
the last previous accounting. The accounting shall include a listing of 
the assets of the Trust showing the value of such assets at the close of 
the period covered by the accounting. On direction of the Administrator, 
and if previously agreed to by the Trustee, the Trustee shall submit to 
the Administrator interim valuations, reports or other information 
pertaining to the Trust

The Administrator may approve the accounting by written approval 
delivered to the Trustee or by failure to deliver written objections to 
the Trustee within 60 days after receipt of the accounting. Any such 
approval shall be binding on the Employer, the Administrator, the 
Investment Committee and, to the extent permitted by ERISA, all other 
persons.

10.11   Judicial Settlement of Accounts

The Trustee can apply to a court of competent jurisdiction at any time 
for judicial settlement of any matter involving the Plan including 
judicial settlement of the Group Trustee's account If it does so, the 
Trustee must give the Administrator the opportunity to participate in 
the court proceedings, but the Trustee can also involve other persons. 
Any expenses the Trustee incurs in legal proceedings involving the Plan, 
including attorney's fees, are chargeable to the Trust Fund as an 
administrative expense. Any judgment or decree which may be entered in 
such a proceeding, shall, subject to the provision of ERISA, be 
conclusive upon all persons having or claiming to have any interest in 
the Trust Fund or under any Plan.

10.12   Resignation and Removal of Trustee

10.12.1   The Trustee may resign at any time upon at least 30 days' 
written notice to the Employer.

10.2.2   The Employer may remove the Trustee upon at least 30 days' 
written notice to the Trustee.

10.2.3   Upon resignation or removal of the Trustee, the Employer shall 
appoint a successor trustee. Upon failure of the Employer to appoint, or 
the failure of the effectiveness of the appointment by the Employer of, 
a successor trustee by the effective date of the resignation or removal, 
the Trustee may apply to any court of competent jurisdiction for the 
appointment of a successor.

Promptly after receipt by the Trustee of notice of the effectiveness of 
the appointment of the successor trustee: (a) the Trustee shall deliver 
to the successor trustee such records as may be reasonably requested to 
enable the successor trustee to properly administer the Trust Fund and 
all property of the Trust after deducting therefrom such amounts as the 
Trustee deems necessary to provide for expenses, taxes, compensation or 
other amounts due to or by the Trustee not paid by the Employer prior to 
the delivery; and (b) except if the second Trustee is removed or 
resigns, the Plan will no longer be considered a prototype plan.

10.12.4   Upon resignation or removal of the Trustee, the Trustee shall 
have the right to a settlement of its account, which settlement shall be 
made, at the Trustee's option, either by an agreement of settlement 
between the Trustee and the Employer or by a judicial settlement in an 
action instituted by the Trustee. The Employer shall bear the cost of 
any such judicial settlement, including reasonable attorneys fees.

10.12.5   The Trustee shall not be obligated to transfer Trust assets 
until the Trustee is provided assurance by the Employer satisfactory to 
the Trustee that all fees and expenses reasonably anticipated will be 
paid.

10.12.6   Upon settlement of the account and transfer of the Trust Fund 
to the successor trustee, all rights and privileges under the Trust 
Agreement shall vest in the successor trustee and all responsibility and 
liability of the Trustee with respect to the Trust and assets thereof 
shall, except as otherwise required by ERISA, terminate subject only to 
the requirement that the Trustee execute all necessary documents to 
transfer the Trust assets to the successor trustee.

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10.13    Group Trust

10.13.1    If elected by the Employer in the Adoption Agreement, the 
Trustee shall be the Trustee for this Plan and for each other qualified 
plan specified in the Adoption Agreement; provided, however, that such 
other qualified plan is in effect pursuant to an Adoption Agreement 
under this Prototype Plan. Any reference to Trustee and to the Trust 
Fund in this Plan shall mean the Trustee as the trustee of a Group Trust 
consisting of the assets of each such plan. The Plan and each other 
qualified plan specified in the Adoption Agreement shall be deemed to 
join in and adopt the Trust as the trust for each such plan. By 
executing the Adoption Agreement, the Trustee accepts designation as 
Trustee of this Group Trust.

10.13.2   The Trustee shall establish and maintain such accounting 
records for each of the Plans as shall be necessary to reflect the 
interest in the Group Trust applicable at any time or from time to time 
to each Plan. No part of the corpus or income of the Group Trust 
allocable to an individual Plan may be used for or diverted to any 
purposes other than for the exclusive benefit of Participants and their 
Beneficiaries entitled to benefits under that Plan. The allocable 
interest of a Plan in the Group Trust may not be assigned.

ARTICLE XI
PLAN AMENDMENT OR TERMINATION

11.1   Prototype Plan Amendment

11.1.1   The mass submitter, Merrill Lynch, Pierce, Fenner & Smith 
Incorporated and any successor thereto, may amend any part of the 
Prototype Plan. For purposes of sponsoring organization amendments, the 
mass submitter shall be recognized as the agent of the sponsoring 
organization. If the sponsoring organization does not adopt the 
amendments made by the mass submitter, it will no longer be identical to 
or a minor modifier of the mass submitter plan.

11.1.2   An Employer shall have the right at any. time, by an instrument 
in writing, effective retroactively or otherwise, to (A) change the 
choice of options in the Adoption Agreement, in whole or in part; (B) 
add overriding language in the Adoption Agreement when such language is 
needed to satisfy Code Section 415 or Code Section 416 because of the 
required aggregation of multiple plans; and (C) add certain model 
amendments published by the Internal Revenue Service which specifically 
provide that their adoption will not cause the Plan to be treated as 
individually designed. No such amendment, however, shall have any of the 
effects specified in Section 11.2.1. If the adopting Employer amends the 
Plan or nonelective portions of the Adoption Agreement except as 
previously provided, it will no longer participate in the Prototype 
Plan, but will be considered to have an individually designed plan for 
purposes of qualification under Code Section 401 (a). In the event the 
Employer is switching from an individually designed plan or from one 
prototype plan to another, a list of the Section "411 (d)(6) protected 
benefits" that must be preserved may be attached, and such a list would 
not be considered an amendment to the plan.

11.1.3   This Plan will be recognized as a Prototype Plan by the Sponsor 
only by complying with the registration requirements as specified in the 
Adoption Agreement.

11.2   Plan Amendment

11.2.1   Except as provided in Section 11.2.2, no amendment pursuant to 
Section 11.1 shall:

(A)  authorize any part of the Trust Fund to be used for, or diverted 
to, purposes other than for the exclusive benefit of Participants or 
their Beneficiaries;

(B)  decrease the accrued benefits of any Participant or his or her 
Beneficiary under the Plan; An amendment which has the effect of (1) 
eliminating or reducing an Early Retirement benefit or a retirement-type 
subsidy, or (2) eliminating an optional form of benefit payment, with 
respect to benefits attributable to service before the amendment shall 
be treated as reducing accrued benefits. In the case of a retirement-
type subsidy, the preceding sentence shall apply only with respect to a 
Participant who satisfies (either before or after the amendment) the 
preamendment conditions for the subsidy. In general, a retirement-type 
subsidy is a subsidy that continues after retirement, but does not 
include a qualified disability benefit, a medical benefit, a social 
security supplement, a death benefit (including life insurance), or a 
plant shutdown benefit (that does not continue after retirement age).

(C)  reduce the vested percentage of any Participant determined without 
regard to such amendment as of the later of the date such amendment is 
adopted or the date it becomes effective;

(D)  eliminate an optional form of benefit distribution with respect to 
benefits attributable to service before the amendment; or

(E)  change the vesting schedule, or in any way amend the Plan to either 
directly or indirectly affect the computation of a Participant's vested 
percentage, unless each Participant having not less than 3 years of 
Vesting Service is permitted to elect, within a reasonable period 
specified by the Administrator after the adoption of such amendment, to 
have his or her vested percentage computed without regard to such 
amendment

For Participants who do not have at least one Hour of Service in any 
Plan Year beginning after December 31, 1988, the preceding sentence 
shall be applied by substituting "5 Years of Vesting Service" for" 3 
Years of Vesting Service" where such language appears. The period during 
which the election may be made shall commence with the date the 
amendment is adopted and shall end on the later of:

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(i)  60 days after the amendment is adopted;
(ii)  60 days after the amendment becomes effective; or
(iii) 60 days after the Participant is issued written notice by the 
Administrator.

11.2.2   Anything contained in this Section 11.2 to the contrary 
notwithstanding, a Participant's benefit may be reduced to the extent 
permitted under Code Section 412(c)(8).

11.3   Right of the Employer to Terminate Plan

11.3.1   The Employer intends and expects that from year to year it will 
be able to and will deem it advisable to continue this Plan in effect 
and to make contributions as herein provided. The Employer reserves the 
right, however, to terminate the Plan with respect to its Employees at 
any time by an instrument in writing delivered to the Administrator and 
the Trustee, or to completely discontinue its contributions thereto at 
any time.

11.3.2   The Plan will also terminate: (A) if the Employer is a sole 
proprietorship, upon the death of the sole proprietor; (B) if the 
Employer is a partnership, upon termination of the partnership; (C) if 
the Employer is judicially declared bankrupt or insolvent; (D) upon the 
sale or other disposition of all or substantially all of the assets of 
the business; or (E) upon any other termination of the business. Any 
successor to or purchaser of the Employer's trade or business, after any 
event specified in the prior sentence, may continue the Plan, in which 
case the successor or purchaser will thereafter be considered the 
Employer for purposes of the Plan. Such a successor or purchaser shall 
execute an appropriate Adoption Agreement if and when requested by the 
Administrator.

11.3.3   Anything contained herein to the contrary notwithstanding, if 
the Employer fails to attain or retain qualification of the Plan under 
Code Section 401(a), the Plan will not participate in this Prototype 
Plan and will, instead, be considered an individually designed plan for 
purposes of such qualification.

11.4   Effect of Partial or Complete Termination or Complete 
Discontinuance of Contributions

11.4.1   Determination of Date of Complete or Partial Termination. The 
date of complete or partial termination shall be established by the 
Administrator in accordance with the directions of the Employer (if then 
in existence) in accordance with applicable law.

11.4.2   Effect of Termination.

(A)  As of the date of a partial termination of the Plan:
(i)  the accrued benefit of each affected Participant, to the extent 
funded, shall become nonforfeitable;

(ii)  no affected Participant shall be granted credit based on Hours of 
Service after such date;

(iii)  Compensation paid to affected Participants after such date shall 
not be taken into account; and

(iv)  no contributions by affected Participants shall be required or 
permitted.

(B)  As of the date of the complete termination of the Plan or of a 
complete discontinuance of contributions:

(i)  the accrued benefit of each affected Participant to the extent 
funded, shall become nonforfeitable;

(ii)  no affected Participant shall be granted credit based on Hours of 
Service after such date;

(iii)  Compensation paid after such date shall not be taken into 
account;

(iv)  no contributions by affected Participants shall be required or 
permitted;

(v)  no Eligible Employee shall become a Participant after such date; 
and

(vi)  except as may otherwise be required by applicable law, all 
obligations of the Employer and Participating Affiliates to fund the 
Plan shall terminate.

(C)  All other provisions of the Plan shall remain in effect unless 
otherwise amended.








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Upon the complete discontinuance of profit-sharing contributions under 
the Plan, at the Employer's election, either the Trust Fund shall 
continue to be held and distributed as if the Plan had not been 
terminated (in which case such Plan shall continue to be subject to all 
requirements under Title I of ERISA, and qualification requirements 
under the Code) or any and all assets remaining in the Trust Fund as of 
the date of such termination or discontinuance, together with any 
earnings subsequently accruing thereon, shall be distributed by the 
Trustee to the Participants at the Administrator's direction. Upon the 
complete termination of the Plan, the Trust Fund shall be distributed to 
Participants within one year after the date of termination. If the Plan 
does not offer an annuity option (purchased from a commercial provider) 
and if the Employer or any Affiliate does not maintain another Defined 
Contribution Plan (other than an employee stock ownership plan as 
defined in Code Section 4975(e)(7)), the Participant's benefit may, 
without the Participant's consent, be distributed to the Participant. 
However, if any Affiliate maintains another Defined Contribution Plan 
(other than an employee stock ownership plan as defined in Code Section 
4975(e)(7)), then the Participant's Account(s) will be transferred, 
without the Participant's consent, to the other plan if the Participant 
does not consent to an immediate distribution. Distributions shall be 
made in compliance with the applicable provisions, including 
restrictions, of Articles VI and VII. The Trust Fund shall continue in 
effect until all distributions therefrom are complete. Upon the 
completion of such distributions, the Trustee shall be relieved from all 
further liability with respect to all amounts so paid or distributed.

11.5   Bankruptcy

In the event that the Employer shall at any time be judicially declared 
bankrupt or insolvent without any provisions being made for the 
continuation of this Plan, the Plan shall be completely terminated in 
accordance with this Article XI.

ARTICLE XII
MISCELLANEOUS PROVISIONS

12.1   Exclusive Benefit of Participants

Notwithstanding anything in the Plan to the contrary, the Trust Fund 
shall be held for the benefit of all persons who shall be entitled to 
receive payments under the Plan. Subject to Section 3.10, it shall be 
prohibited at any time for any part of the Trust Fund (other than such 
part as is required to pay expenses) to be used for, or diverted to, 
purposes other than for the exclusive benefit of Participants or their 
Beneficiaries.

12.2   Plan Not a Contract of Employment

The Plan is not a contract of Employment, and the terms of Employment of 
any Employee shall not be affected in any way by the Plan or related 
instruments except as specifically provided therein.

12.2   Action by Employer

Any action by an Employer which is a corporation shall be taken by the 
board of directors of the corporation or any person or persons duly 
empowered to exercise the powers of the corporation with respect to the 
Plan. In the case of an Employer which is a partnership, action shall be 
taken by any general partner of the partnership, and in the case of an 
Employer which is a sole proprietorship, action shall be taken by the 
sole proprietor.

12.4   Source of Benefits

Benefits under the Plan shall be paid or provided for solely from the 
Trust Fund, and neither the Employer, any Participating Affiliate, the 
Trustee, the Administrator, nor any Investment Manager or insurance 
company shall assume any liability under the Plan therefor.

12.5   Benefits Not Assignable

Benefits provided under the Plan may not be assigned or alienated, 
either voluntarily or involuntarily. In the event that a Participant or 
Beneficiary becomes individually liable with respect to any expenses 
listed in Section 8.5, the provision of Section 401(a)(3) of the Code 
shall be applicable with respect to any claim the Plan may have against 
the Participant or Beneficiary individually with respect to such 
expenses. The preceding sentence shall also apply to the creation, 
assignment or recognition of a right to any benefit payable with respect 
to a Participant pursuant to a "domestic relations order" (as defined in 
Code Section 414(p)) unless such order is determined by the 
Administrator to be a "qualified domestic relations order" (as defined 
in Code Section 414(p)) or, in the case of a "domestic relations order" 
entered before January 1, 1985, if either payment of benefits pursuant 
to the order has commenced as of that date or the Administrator decides 
to treat such order as a qualified domestic relations order" within the 
meaning of Code Section 414(p) even if it does not otherwise qualify as 
such.

12.6   Domestic Relations Orders

Any other provision of the Plan to the contrary notwithstanding, the 
Administrator shall have all powers necessary with respect to the Plan 
for the proper operation of Code Section 414(p) with respect to 
"qualified domestic relations orders" (or "domestic relations order" 
treated as such) referred to in Section 12.5, including, but not limited 
to, the power to establish all necessary or appropriate procedures, to 
authorize the establishment of new accounts with such assets and subject 
to such investment control by the Administrator as the Administrator may 
deem appropriate, and the Administrator may decide upon and direct 
appropriate distributions therefrom.

46
<PAGE>



12.7   Claims Procedure

In the event that a claim by a Participant, Beneficiary, or other person 
for benefits under the Plan is denied, the Administrator will so notify 
the claimant, giving the reasons for the denial. This notice will also 
refer to the specific provisions of the Plan on which the denial was 
based, will specify whether any additional information is needed from 
the Participant or Beneficiary and will explain the review procedure.

Within 60 days after receiving the denial, the claimant may submit, 
directly or through a duly authorized representative, a written request 
for reconsideration of the application to the Administrator. Documents 
or records relied on by the claimant should be filed with the request. 
The person making the request may review relevant documents and submit 
issues and additional comments in writing.

The Administrator will review the claim within 60 days (or 120 days if a 
hearing is held because special circumstances exist) and provide a 
written response to the appeal. The response will explain the reasons 
for the decision and will refer to the Plan provisions on which the 
decision is based. The decision of the Administrator is the final one 
under this claims procedure.

12.8    Records and Documents; Errors

Participants and Beneficiaries must supply the Administrator with such 
personal history data as may be required by the Administrator in the 
operation of the Plan. Proof of age, when required, must be established 
by evidence satisfactory to the Administrator, and the records of the 
Employer and Participating Affiliates concerning length of service and 
compensation may be accepted by the Administrator as conclusive for the 
purposes of the Plan. Should any error in the records maintained under 
the Plan result in any Participant or Beneficiary receiving from the 
Plan more or less than he or she would have been entitled to receive had 
the records been correct, the Administrator, in its discretion, may 
correct such error and, as far as practicable, may adjust benefits in 
such manner that the aggregate value of the benefit under the Plan shall 
be the amount to which such Participant or Beneficiary was properly 
entitled.

12.9   Benefits Payable to Minors, Incompetents and Others

In the event any benefit is payable to a minor or to a Participant or 
Beneficiary declared incompetent by a court having jurisdiction over 
such matters and a guardian, committee, conservator or other legal 
representative of the estate of such a person is appointed, benefits to 
which he or she is entitled shall be paid to the legally appointed 
person. The receipt by any such person to whom any such payment on 
behalf of any Participant or Beneficiary is made shall be a sufficient 
discharge therefor.

12.10   Plan Merger or Transfer of Assets

12.10.1   The merger or consolidation of the Employer with any other 
person, or the transfer of the assets of the Employer to any other 
person, or the merger of the Plan with any other plan shall not 
constitute a termination of the Plan if provision is made for the 
continuation of the Plan.

12.10.2   The Plan may not merge or consolidate with, or transfer any 
assets or liabilities to, any other plan, unless each Participant would 
(if the Plan had then terminated) receive a benefit immediately after 
the merger, consolidation or transfer which is equal to or greater than 
the benefit he or she would have been entitled to receive immediately 
before the merger, consolidation or transfer (if the Plan had then 
terminated). Any merger or consolidation shall not constitute a 
termination of a Plan or require the acceleration of vesting of 
Participants' Account Balances.

12.11.1   Participating Affiliates

12.11.1   With the consent of the Employer and by duly authorized 
action, any Affiliate may adopt the Plan. Such Affiliate shall determine 
the classes of its Employees who shall be Eligible Employees and the 
amount of its contribution to the Plan on behalf of such Employees.

12.11.2   With the consent of the Employer and by duly authorized 
action, a Participating Affiliate may terminate its participation in the 
Plan or withdraw from the Plan. Any such withdrawal shall be deemed an 
adoption by such Participating Affiliate of a plan and trust identical 
to the Plan and the Trust, except that all references to the Employer 
shall be deemed to refer to such Participating Affiliate. At such time 
and in such manner as the Employer directs, the assets of the Trust 
allocable to Employees of such Participating Affiliate shall be 
transferred to the trust deemed adopted by such Participating Affiliate.

12.11.4   A Participating Affiliate shall have no power with respect to 
the Plan except as specifically provided herein.

12.12   Controlling Law

The Plan is intended to qualify under Code Section 401 (a) and to comply 
with ERISA, and its terms shall be interpreted accordingly. Otherwise, 
to the extent not preempted by ERISA, the laws of the State of New York 
shall control the interpretation and performance of the terms of the 
Plan.






47
<PAGE>



12.13   Singular and Plural and Article and Section References

As used in the Plan, the singular includes the plural, and the plural 
includes the singular, unless qualified by the context. Titles of 
Articles and Sections of the Plan are for convenience of reference only 
and are to be disregarded in applying the provisions of the Plan. Any 
reference in this Prototype Plan to an Article or Section is to the 
Article or Section 50 specified of the Prototype Plan, unless otherwise 
indicated.
47
<PAGE>





August 27, 1998



The Commerce Group, Inc.
211 Main Street
Webster, MA    01570



Ladies and Gentlemen:

Reference is made to the Registration Statement on Form S-8 (the 
"Registration Statement") which The Commerce Group, Inc. (the 
"Company") is filing concurrently herewith the Securities and Exchange 
Commission under the Securities Act of 1933, as amended (the 
"Securities Act"), with respect to an indeterminate number of shares of 
common stock, $0.50 par value per share (the "Common Stock"), issuable 
pursuant to the Company's 401(k) Plan.

I have acted a legal counsel for the Company in connection with 
adoption of the Plan, I am familiar with the Company's Articles of 
Organization and By-laws, both as amended to date, and have examined 
such other documents as I deemed necessary for this opinion.  Based 
upon the foregoing, I am of the opinion that when issued and paid for 
in compliance with the terms of the Plan, the shares of Common Stock 
referred to the above will be duly and validly issued, fully paid and 
non-assessable.

I understand that this opinion letter is to be used in connection with 
the Registration Statement and hereby consent to the filing of this 
opinion letter with and as a part of the Registration Statement and of 
any amendments thereto.  It is understood that this opinion letter is 
to be used in connection with the offer and sale of the aforesaid 
shares only while the Registration Statement, as it may be amended from 
time to time as contemplated by Section 10(a)(3) of the Securities Act, 
is effective under the Securities Act.


Very truly yours,




Regan P. Remillard, Esquire
General Counsel
The Commerce Group, Inc.
<PAGE>








Consent of Independent Auditors




We consent to the incorporation by reference in this Registration 
Statement (Form S-8) pertaining to The Commerce Group, Inc. 401(k) 
Salary Savings Plan of our report dated January 23, 1998, with respect 
to the consolidated financial statements of The Commerce Group, Inc. and 
Subsidiaries incorporated by reference in its Annual Report (Form 10-K) 
for the year ended December 31, 1997 and the related financial statement 
schedules included therein, filed with the Securities and Exchange 
Commission.



ERNST & YOUNG LLP



August 27, 1998
Boston, Massachusetts


<PAGE>



CONSENT OF INDEPENDENT ACCOUNTANTS



We consent to the incorporation by reference in this Registration 
Statement of The Commerce Group, Inc. (the "Company") on Form S-8 of our 
report dated January 24, 1997, on our audits of the consolidated 
financial statements and our audits of the consolidated financial 
statement schedules of The Commerce Group, Inc. as of December 31, 1996 
and for the years ended December 31, 1996 and 1995 which reports are 
included or incorporated by reference in the Annual Report on Form 10-K 
of the Company for the year ended December 31, 1997.




							PricewaterhouseCoopers LLP




Boston, Massachusetts 
August 27, 1998
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 343733}]
{"company-data": {"conformed-name": "COMMERCE GROUP INC /MA", "cik": "0000811612", "assigned-sic": "6331", "irs-number": "042599931", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62367", "film-number": "98699333"}, "business-address": {"street1": "211 MAIN ST", "city": "WEBSTER", "state": "MA", "zip": "01570", "phone": "5089439000"}, "mail-address": {"street1": "211 MAIN STREET", "street2": "211 MAIN STREET", "city": "WEBSTER", "state": "MA", "zip": "01570"}}
As filed with the Securities and Exchange Commission on            
                                        Registration No.           

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

THE COMMERCE GROUP, INC.
(Exact name of registrant as specified in its charter)

     Massachusetts                                       04-2599931
   (State or other                                     (IRS Employer
    jurisdiction                                      Identification
   of Incorporation)                                        No.)

     211 Main Street       Webster, Massachusetts              01570
 (Address of principal executive offices)                  (Zip Code)

THE COMMERCE GROUP, INC. 401 (k) PLAN
(Full title of plan)

RANDALL V. BECKER,
TREASURER AND CHIEF ACCOUNTING OFFICER
THE COMMERCE GROUP, INC.
211 MAIN STREET
WEBSTER, MA 01570
(508) 943-9000
(Name, address and telephone
number of agent for service)

CALCULATION OF REGISTRATION FEE
Proposed maximum     Proposed maximum     Amount of 
Title of securities   Amount being    offering price    aggregated offering   registration
to be registered(1)   registered(1)    per share(2  )         price(2)             fee

Common Stock,           1,585,166        $28.3125           $44,880,012          $13,240
$0.50 par value per share
(1)  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.

(2)   Estimated solely for purposes of calculating the registration fee; 
based upon the price at which The Commerce 
Group, Inc. stock currently is being offered to the public in a 
best efforts offering.

(Page 1 of 8 pages; exhibit index on page 8)
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3   Incorporation of Documents by Reference

	The following documents previously filed with the Securities and 
Exchange Commission (the "Commission") by The Commerce Group, Inc. (the 
"Registrant") (SEC File No. 0-16882) are incorporated herein by 
reference and made a part hereof as of the respective dates of filing of 
such documents:

		(1)  The Registrant's Annual Report on Form 10-K for the  
fiscal  year ended
 December 31, 1997;

		(2)  The Registrant's Quarterly Report on Form 10-Q filed 
with the Commission 
for the three month periods ended March 31, 1998 and 
June 30, 1998, respectively;

		(3)  The  description  of  the  Common  Stock  of the 
Registrant contained in the Registrant's Registration 
Statement on Form 8-A, filed with the Commission on 
April 27, 1988, pursuant to Section 12 of the Exchange 
Act, including any amendments or reports filed for the 
purpose of updating such description; and

	All documents which may be filed by the Registrant with the 
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 
Exchange Act subsequent to the date hereof and prior to the filing of a 
post-effective amendment which indicates that all securities offered 
hereunder have been sold or which deregisters all securities then 
remaining unsold, shall also be deemed to be incorporated herein by 
reference and to be made a part hereof from the date of filing of such 
documents.

ITEM 4   Description of Securities

	Not Applicable.

ITEM 5   Interests of Named Experts and Counsel

	Regan P. Remillard, General Counsel and Director of the 
Registrant, has rendered the legal opinion as to the validity of the 
Registrant's common stock.  Mr. Remillard is the son of the President 
and Chief Executive Officer of the Registrant.  Mr. Remillard is a 
stockholder of the Registrant (and is entitled to participate in the 
Plan).

ITEM 6   Indemnification of Directors and Officers

	The Company is a Massachusetts corporation.  Section 67 of the 
Massachusetts Business Corporation Law provides that, to the extent 
specified in or authorized by a corporation's Articles of Organization, 
a by-law adopted by the stockholders, or a stockholder vote, or for 
persons who are not directors, officers, employees, by a director vote, 
under certain conditions, a corporation may indemnify its directors, 
officers, employees and other agents, and persons who serve at its 
request as directors, officers, employees, or other agents of another 
organization, or who serve at its request in any capacity with respect 
to any matter as to which such a person shall have been adjudicated in 
any proceeding not to have acted in good faith in the reasonable belief 
that his action was in the best interest of the corporation or, to the 
extent to that such matter relates to service with respect to an 
employee benefit plan, in the best interests of the participants or 
beneficiaries of such employee benefit plan.

(Page 2 of 8 pages; exhibit index on page 8)
ITEM 6   Indemnification of Directors and Officers (Continued)

Section 67 further provides that such indemnification may include 
payment by the corporation of the expenses incurred in defending an 
action or proceeding in advance of the final disposition of such action 
or proceeding if the person to whom advances are made agrees to repay 
them if he or she is not ultimately entitled to indemnification.  The 
promise to repay may be accepted by the corporation without reference to 
the final availability of the person to repay.  Any other rights such 
person may have to indemnification shall not be limited by the absence 
of an express provision providing for indemnification.  A person may 
purchase and maintain on behalf of the persons it has the power to 
indemnify liability insurance, whether or not the corporation would have 
the power to indemnify such persons under the statute against such 
liability.

	Article XI of the Company's By-Laws provides, in effect, that each 
director, officer, former director, former officer and each person who 
served at the request of the Company as a director, officer, partner, 
trustee, employee, agent, or nominee or any other entity shall be 
indemnified to the maximum extent permitted by law.  Article XI has 
received the requisite stockholder approval under Section 67 of the 
Massachusetts Business Corporation Law.

	Article VI of the Company's Articles of Organization eliminates 
the monetary liability of directors for certain breaches of fiduciary 
duty to the full extent now or hereafter permitted by the Massachusetts 
Business Corporation Law.  A director is not liable to the Company or 
its stockholders for any monetary damages for negligence or gross 
negligence in exercising his or her business judgment.  This provision 
does not change the standard of a director's duty of care and does not 
limit or eliminate the right of the Company or any stockholder to seek 
an injunction or any other non-monetary relief in the event of a breach 
of a director's duty of care.  A director will continue to be held 
liable for monetary damages for a breach of the duty of loyalty, bad 
faith, intentional misconduct, a knowing violation of law, an improper 
personal benefit and authorizing dividends, stock redemptions or 
repurchase, or loans to directors or officers which violate the 
Massachusetts Business Corporation Law.

	The Company has obtained director and officer liability insurance.

ITEM 7   Exemption from Registration Claimed

	Not Applicable.

ITEM 8   Exhibits

	See the Exhibit Index Attached hereto.

	The Internal Revenue Service (the "IRS") has determined that the 
prototype plan from which the Plan is adopted is, in form, a tax-
qualified employee benefit plan meeting the requirements of Section 
401(a) of the Internal Revenue Code of 1986, as amended.  (A copy of the 
IRS determination letter is included herewith as part of Exhibit 1)  
Recently, certain amendments to the Plan have been adopted.  The 
undersigned Registrant hereby undertakes to submit the Plan, as amended, 
to the IRS in a timely manner and to make those changes, if any, 
required by the IRS in order for the Plan to qualify as a tax-qualified 
employee benefit plan meeting the requirements of Section 401(a) of the 
Internal Revenue Code of 1986, as amended.

(Page 3 of 8 pages; exhibit index on page 8)
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 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.

	(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 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.

	(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.

	(4)	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 Securities Exchange Act of 1934 (and, where applicable, 
each filing of an employee benefit plan's annual report 
pursuant to Section 15(d) of the Securities Exchange Act of 
1934) 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.

(b)	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 foregoing 
provisions, 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.

(Page 4 of 8 pages; exhibit index on page 8)
SIGNATURES

	The Registrant   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 Webster, 
State of Massachusetts, on the 21st day of August, 1998.

                                              THE COMMERCE GROUP, INC.

						By     ARTHUR J. REMILLARD, JR.
							  Arthur J. Remillard, Jr.
							President, Chief Executive
							   Officer and Director

	Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities indicated on the 21st day of August, 1998.

	Signature						Title

ARTHUR J. REMILLARD, JR.			President, Chief Executive 
Officer and 
(Arthur J. Remillard, Jr.)		Director

GERALD FELS					Executive Vice President, Chief
(Gerald Fels)					Financial Officer and Director

ARTHUR J. REMILLARD, III			Senior Vice President - 
Policyholder 
(Arthur J. Remillard, III)		Benefits, Assistant Clerk and 
Director

REGAN P. REMILLARD				Senior Vice President, General 
Counsel
(Regan P. Remillard)			President of Commerce West Insurance
							Company and Director

JOHN W. SPILLANE				Clerk and Director
(John W. Spillane)

RANDALL V. BECKER				Treasurer and Chief Accounting 
Officer
(Randall V. Becker)

(Page 5 of 8 pages; exhibit index on page 8)
Signature						Title

HERMAN F. BECKER				Director
(Herman F. Becker)

JOSEPH A. BORSKI, JR.			Director
(Joseph A. Borski, Jr.)

ERIC G. BULTER					Director
(Eric G. Butler)

HENRY J. CAMOSSE				Director
(Henry J. Camosse)

DAVID R. GRENON				Director
(David R. Grenon)

ROBERT W. HARRIS				Director
(Robert W. Harris)

ROBERT S. HOWLAND				Director
(Robert W. Howland)

JOHN J. KUNKEL					Director
(John J. Kunkel)

RAYMOND J. LAURING				Director
(Raymond J. Lauring)

ROGER E. LAVOIE				Director
(Roger E. Lavoie)

NORMAND R. MAROIS				Director
(Normand R. Marois)

SURYAKANT M. PATEL				Director
(Suryakant M. Patel)

(Page 6 of 8 pages; exhibit index on page 8)
Signature						Title

							Director
(Antranig A. Sahagian)

GURBACHAN SINGH				Director
(Gurbachan Singh)

	The Plan   Pursuant to the requirements of the Securities Act of 
1933, the trustee has duly caused this registration statement to be 
signed on its behalf by the undersigned, thereunto duly authorized, in 
the City of Webster, State of Massachusetts, on the 21st day of August 
1998.

                             THE COMMERCE GROUP, INC.
                              401(k) PLAN

				By   	RANDALL V. BECKER
					     Randall V. Becker
					Treasurer and Chief Accounting Officer

(Page 7 of 8 pages; exhibit index on page 8)
EXHIBITS

1.	The Plan

2.	Opinion of The Commerce Group, Inc. General Counsel

3.	Consent of Ernst & Young LLP

4.	Consent of PricewaterhouseCoopers LLP

(Page 8 of 8 pages; exhibit index on page 8)
________________________________________________________

MERRILL LYNCH

----------------
SPECIAL
---------------

PROTOTYPE DEFINED
CONTRIBUTION PLAN
ADOPTION AGREEMENT

________________________________________________________

401(k) PLAN

EMPLOYEE THRIFT PLAN 
PROFIT-SHARING PLAN

Letter Serial Number: D359287b
National Office Letter Date: 6/29/93

This Prototype Plan and Adoption Agreement are important legal 
instruments with legal and tax implications for which the Sponsor, 
Merrill Lynch, Pierce, Fenner & Smith, Incorporated, does not assume 
responsibility. The Employer is urged to consult with its own attorney 
with regard to the adoption of this Plan and its suitability to its 
circumstances.
Adoption of Plan

The Employer named below hereby establishes or restates a profit-sharing 
plan that includes a 
1 401(k), 0 profit-sharing and/or 0 thrift plan feature (the "Plan") 
by adopting the Merrill Lynch Special Prototype Defined Contribution 
Plan and Trust as modified by the terms and provisions of this Adoption 
Agreement.

Employer and Plan Information

Employer Name:*             The Commerce Group, Inc.

Business Address:          211 Main Street

                                         Webster, MA 01570

Telephone Number:       (508) 943-9000

Employer Taxpayer ID Number:  04-2599931

Employer Taxable Year ends on:  December 31st

Plan Name:                   The Commerce Group, Inc.
                                     401k Plan

Plan Number:             002

Effective Date of Adoption     401(k)     Profit Sharing         Thrift
     or Restatement:     09/01/98             /    /              /    /

Original Effective Date:  /   /              /    /              /    /

If this Plan is a continuation or an amendment of a prior plan, all 
optional forms of benefits provided in the prior plan must be provided 
under this Plan to any Participant who had an account balance, whether 
or not vested, in the prior plan.

*    If there are any Participating Affiliates in this Plan, list below 
the proper name of each Participating Affiliate. 

           Commerce Holdings, Inc.; The Commerce Insurance Co.;
            Citation Insurance Co.; Commerce West Insurance Co.;.
            Bay Finance Co.; Clark-Prout Insurance Agency.

2
ARTICLE I. Definitions

A.   "Compensation"

(1)  With respect to each Participant, except as provided below. 
Compensation shall mean the (select all those applicable for each 
column):

401(k) and/        Profit
  or Thrift         Sharing

         1                0      (a) amount reported in the "Wages 
Tips and Other Compensation" Box on Form W-2 for 
the applicable period selected in Item 5 below.

         0               0      (b) compensation for Code Section 415 
safe-harbor purposes (as defined in Section 
3.9.1 (H)(i) of basic plan document #03) for the 
applicable period selected in Item 5 below.

         0               0      (c) amount reported pursuant to Code 
Section 3401(a) for the applicable period 
selected in Item 5 below.

         0               0      (d) all amounts received (under 
options (a) (b) or (c) above) for personal 
services rendered to the Employer but excluding 
(select one):

                                    0   overtime
                                    0   bonuses
                                    0   commissions
                                    0   amounts in excess of $
                                    0   other (specify)         .

(2)  Treatment of Elective Contributions (select one):

       1    (a)  For purposes of contributions, Compensation shall 
include Elective Deferrals and amounts excludable from the 
gross income of the Employee under Code Section 125, Code 
Section 402(e)(3), Code Section 402(h) or Code Section 
403(b) ("elective contributions").

       0     (b)  For purposes of contributions, Compensation shall not 
include "elective contributions."

(3)  CODA Compensation (select one):

       1       (a)  For purposes of the ADP and ACP Tests, Compensation 
shall include "elective contributions."

       0       (b)  For purposes of the ADP and ACP Tests, Compensation 
shall not include "elective contributions."

3
C.   "Early Retirement" is (select one):

0    (1)   not permitted.

1    (2)   permitted if a Participant terminates Employment before 
Normal Retirement Age and has (select one):

                0   (a) attained age             
                1  (b) attained age    55    and completed   5  Years 
of Service
                0  (c) attained age            and completed Years of 
Service as a Participant.

D.   "Eligible Employees" (select one):

         1   (1)   All Employees are eligible to participate in the 
Plan.

         0   (2)   The following Employees are not eligible to 
participate in the Plan (select all those applicable):

                  0 (a)  Employees included in a unit of Employees 
covered by a collective bargaining agreement between the 
Employer or a Participating Affiliate and the Employee 
representatives (not including any organization more 
than half of whose members are Employees who are owners, 
officers, or executives of the Employer or Participating 
Affiliate) in the negotiation of which retirement 
benefits were the subject of good faith bargaining, 
unless the bargaining agreement provides for 
participation in the Plan.

                  0 (b)  non-resident aliens who received no earned 
income from the Employer or a Participating Affiliate 
which constitutes income from sources within the United 
States.

                  0 (c)  Employees of an Affiliate.

                  0 (d)  Employees employed in or by the following 
specified division, plant, location, job category or 
other identifiable individual or group of Employees:	

5
E.   "Entry Date" Entry Date shall mean (select as applicable):

401(k)
and/or      Profit
Thrift      Sharing

   0         0        (1)  If the initial Plan Year is less than 
twelve months, the            day of            and 
thereafter:

   0         0        (2)  the first day of the Plan Year following 
the date the Employee meets the eligibility 
requirements.  If the Employer elects this option (2) 
establishing only one Entry Date, the eligibility "age 
and service" requirements elected in Article II must 
be no more than age 20-1/2 and 6 months of service.

   1         0        (3)  the first day of the month following the 
date the Employee meets the eligibility requirements.

   0         0        (4)  the first day of the Plan Year and the 
first day of the seventh month of the Plan Year 
following the date the Employee meets the eligibility 
requirements.

   0         0        (5)  the first day of the Plan Year, the first 
day of the fourth month of the Plan Year, the first 
day of the seventh month of the Plan Year, and the 
first day of the tenth month of the Plan Year 
following the date the Employee meets the eligibility 
requirements.

   0         0        (6)  other:  provided that the Entry Date or 
Dates selected are no later than any of the options 
above.

F.   "Hours of Service"

Hours of Service for the purpose of determining a Participant's Period 
of Severance and Year of Service shall be determined on the basis of the 
method specified below:

           (1)     Eligibility Service: For purposes of determining 
whether a Participant has satisfied the eligibility 
requirements, the following method shall be used (select 
one):

401(k)
and/or          Profit
Thrift          Sharing

   1            0      (a) elapsed time method

   0            0      (b) hourly records method

6
(2)     Vesting Service: A Participant's nonforfeitable interest shall 
be determined on the basis of the method specified below (select 
one):

          0     (a)     elapsed time method
          0     (b)     hourly records method
          1     (c)     If this item (c) is checked, the Plan only 
provides for contributions that are always 100% vested 
and this item (2) will not apply.

(3)     Hourly Records:  For the purpose of determining Hours of Service 
under the hourly record method (select one):

0     (a)     only actual hours for which an Employee is paid or 
entitled to payment shall be counted.

0      (b)    an Employee shall be credited with 45 Hours of 
Service if such Employee would be credited with at least 
1 Hour of Service during the week.

G.   "Integration Level"

1   (1)    This Plan is not integrated with Social Security.

0   (2)    This Plan is integrated with Social Security.  The 
Integration Level shall be (select one):

0   (a)   the Taxable Wage Base.
0   (b)   $_____ (a dollar amount less than the Taxable 
Wage Base).
0   (c)   _____% of the Taxable Wage Base (not to exceed 
100%).
0   (d)   the greater of $10,000 or 20% of the Taxable 
Wage Base.

H.   "Limitation Compensation"

For purposes of Code Section 415, Limitation Compensation shall be 
compensation as determined for purposes of (select one):

0    (1)     Code Section 415 Safe-Harbor as defined in Section 
3.9.1(H)(i) of basic plan document #03.

0    (2)     the "Wages, Tips and Other Compensation" Box on 
Form W-2.

1    (3)     Code Section 3401(a) Federal Income Tax 
Withholding.

I.   "Limitation Year"
For purposes of Code Section 415, the Limitation Year shall be (select 
one):

1    (1)    the Plan Year.
0    (2)   the twelve consecutive month period ending on the
      day of the month of.

7
J.   "Net Profits" are (select one):

1    (1)    not necessary for any contribution.

0    (2)   necessary for (select all those applicable):

0  (a)     Profit-Sharing Contributions.
0  (b)     Matching 401(k) Contributions.
0  (c)     Matching Thrift Contributions.

K.   "Normal Retirement Age"

Normal Retirement Age shall be (select one):

1   (1)   attainment of age  65  (not more than 65) by the 
Participant.

0   (2)   attainment of age      (not more than 65) by the 
Participant or the 
               anniversary (not more than the 5th) of 
the first day of the Plan Year in which the Eligible 
Employee became a Participant, whichever is later.

0   (3)   attainment of age       (not more than 65) by the 
Participant or the
       anniversary (not more than the 5th) of the first 
day on which the Eligible Employee performed an Hour of 
Service, whichever is later.

L.   "Participant Directed Assets" are:

        401(k) and/       Profit
          or Thrift        Sharing

               1                 0        (1) permitted.

               0                 0         (2) not permitted.

M.   "Plan Year"

The Plan Year shall end on the 31st day of December.

N.   "Predecessor Service"

Predecessor service will be credited (select one):

1    (1)     only as required by the Plan.

0    (2)    to include, in addition to the Plan requirements and 
subject to the limitations set forth below, service with 
the following predecessor employer(s) determined as if 
such predecessors were the Employer:           .

8
Service with such predecessor employer applies [select either or both 
(a) and/or (b); (c) is only available in addition to (a) and/or (b)]:

0   (a) for purposes of eligibility to participate;
0   (b) for purposes of vesting;
0   (c) except for the following service:          .

0.   "Valuation Date"

Valuation Date shall mean (select one for each column, as applicable):
401(k) and/      Profit
or Thrift          Sharing

0               0      (1)  the last business day of each month.

0               0      (2)  the last business day of each quarter 
within the Plan Year.

0               0      (3)  the last business day of each semi-
annual period within the Plan Year.

0               0      (4)  the last business day of the Plan 
Year.

1               0      (5) other:  daily basis.

ARTICLE II.  Participation
Participation Requirements

An Eligible Employee must meet the following requirements to become a 
Participant (select one or more for each column, as applicable):

401(k) and/        Profit
or Thrift            Sharing

0               0     (1)  Performance of one Hour of Service.

0               0     (2)  Attainment of age        (maximum 20 
1/2) and completion of        (not more than 1/2) 
Years of Service. If this item is selected, no 
Hours of Service shall be counted.

1               0     (3)  Attainment of age  21  (maximum 21) and 
completion of 1/4 Year(s) of Service.  If more 
than one Year of Service is selected, the 
immediate 100% vesting schedule must be selected 
in Article VII of this Adoption Agreement.

9
401(k) and/        Profit
or Thrift            Sharing

0             0       (4)  Attainment of age         (maximum 21) 
and completion of       Year(s)of Service. If more 
than one Year of Service is         selected, the 
immediate 100% vesting schedule must be selected in 
Article VII of this Adoption Agreement.

0             0       (5)  Each Employee who is an Eligible 
Employee on        will be deemed to have 
satisfied the participation requirements on the 
effective date without regard to such Eligible 
Employee's actual age and/or service.

ARTICLE 111. 401(k) Contributions and Account Allocation

A.   Elective Deferrals

If selected below, a Participant's Elective Deferrals will be (select 
all applicable):

1     (1)  a dollar amount or a percentage of Compensation, as 
specified by the Participant on his or her 401(k) Election 
form, which may not exceed 15 % of his or her 
Compensation.

0     (2)  with respect to bonuses, such dollar amount or 
percentage as specified by the Participant on his or her 
401(k) Election form with respect to such bonus.

B.   Matching 401(k) Contributions

If selected below, the Employer may make Matching 401(k) Contributions 
for each Plan Year (select one):

0     (1)  Discretionary Formula:

Discretionary Matching 401(k) Contribution equal to such a dollar 
amount or percentage of Elective Deferrals, as determined by the 
Employer, which shall be allocated (select one):

0  (a)  based on the ratio of each Participant's Elective Deferral 
for the Plan Year to the total Elective Deferrals of all 
Participants for the Plan Year. If inserted, Matching 401(k) 
Contributions shall be subject to a          maximum amount 
of $         for each Participant or        % of each 
Participant's Compensation.

10
0  (b)  in an amount not to exceed         % of each Participant's 
first        % of Compensation contributed as Elective 
Deferrals for the Plan Year.  If any Matching 401(k) 
Contribution remains, it is allocated to each such 
Participant in an amount not to xceed     % of the next
     % of each Participant's Compensation contributed as 
Elective Deferrals for the Plan Year.

Any remaining Matching 401(k) Contribution shall be allocated to each 
such Participant in the ratio that such Participant's Elective 
Deferral for the Plan Year bears to the total Elective Deferrals of 
all such Participants for the Plan Year.  If inserted, Matching 
401(k) Contributions shall be subject to a maximum amount of $     
for each Participant or        % of each Participant's Compensation.

0   (2)  Nondiscretionary Formula:

A nondiscretionary Matching 401(k) Contribution for each Plan Year 
equal to (select one):

0   (a)         % of each Participant's Compensation contributed 
as Elective Deferrals.  If inserted, Matching 401(k) 
Contributions shall be subject to a maximum amount of $   
for each Participant or       % of each Participant's 
Compensation.

0   (b)         % of the first       % of the Participant's 
Compensation contributed as Elective Deferrals and      % of 
the next       % of the Participant's Compensation 
contributed as Elective Deferrals. If inserted, Matching 
401(k) Contributions shall be subject to a maximum amount of 
$      for each Participant or       % of each Participant's 
Compensation.

C.   Participants Eligible for Matching 401(k) Contribution Allocation

The following Participants shall be eligible for an allocation to their 
Matching 401(k) Contributions Account (select all those applicable):

0   (1)  Any Participant who makes Elective Deferrals.

0   (2)  Any Participant who satisfies those requirements elected 
by the Employer for an allocation to his or her Employer 
Contributions Account as provided in Article IV Section C.

0   (3)  Solely with respect to a Plan in which Matching 401(k) 
Contributions are made quarterly (or on any other regular 
interval that is more frequent than annually) any 
Participant whose 401(k) Election is in effect throughout 
such entire quarter (or other interval).         (quarterly, 
monthly or semi-annual)

11
D.	Qualified Matching Contributions

If selected below, the Employer may make Qualified Matching 
Contributions for each Plan Year (select all those applicable):

(1)   In its discretion, the Employer may make Qualified Matching 
Contributions on behalf of (select one):

0  (a)  all Participants who make Elective Deferrals in that 
Plan Year.

1  (b)  only those Participants who are Nonhighly Compensated 
Employees and who make Elective Deferrals for that Plan 
Year.

(2)   Qualified Matching Contributions will be contributed and 
allocated to each Participant in an amount equal to (select 
one):

0  (a)       % of the Participant's Compensation contributed 
as Elective Deferrals.  If inserted, Qualified Matching 
Contributions shall not exceed       % of the 
Participant's Compensation.

1  (b)  Such an amount, determined by the Employer, which is 
needed to meet the ACP Test.

(3)   In its discretion, the Employer may elect to designate all or 
any part of Matching 401(k) Contributions as Qualified Matching 
Contributions that are taken into account as Elective Deferrals 
-- included in the ADP Test and excluded from the ACP Test --on 
behalf of (select one):

0  (a)   all Participants who make Elective Deferrals for 
that Plan Year.

1  (b)   Only Participants who are Nonhighly Compensated 
Employees who make Elective Deferrals for that Plan 
Year.

E.  Qualified Nonelective Contributions

If selected below, the Employer may make Qualified Nonelective 
Contributions for each Plan Year (select all those applicable):

(1)   In its discretion, the Employer may make Qualified Nonelective 
Contributions on behalf of (select one):

0  (a)   all Eligible Participants.

1  (b)   only Eligible Participants who are Nonhighly 
Compensated Employees.

12
(2)   Qualified Nonelective Contributions will be contributed and 
allocated to each Eligible Participant in an amount equal to 
(select one):

0  (a)         % (no more than 15%) of the Compensation of 
each Eligible Participant eligible to share in the 
allocation.

1  (b)   Such an amount determined by the Employer, which is 
needed to meet either the ADP Test or ACP Test.

(3)   At the discretion of the Employer, as needed and taken into 
account as Elective Deferrals included in the ADP Test on behalf 
of (select one):

0  (a)   all Eligible Participants.

1  (b)  only those Eligible Participants who are Nonhighly 
Compensated Employees.

F.   Elective Deferrals used in ACP Test (select one):

1  (1)   At the discretion of the Employer, Elective Deferrals may 
be used to satisfy the ACP Test.

0  (2)   Elective Deferrals may not be used to satisfy the ACP 
Test.

G.   Making and Modifying a 401(k) Election

An Eligible Employee shall be entitled to increase, decrease or resume 
his or her Elective Deferral percentage with the following frequency 
during the Plan Year (select one):

0  (1) annually
0  (2) semi-annually
0  (3) quarterly
1  (4) monthly
0  (5) other (specify):

Any such increase, decrease or resumption shall be effective as of 
the first payroll period coincident with or next following the 
first day of each period set forth above. A Participant may 
completely discontinue making Elective Deferrals at any time 
effective for the payroll period after written notice is provided 
to the Administrator.

13
ARTICLE IV. Profit-Sharing Contributions and Account Allocation

A.   Profit-Sharing Contributions

If selected below, the following contributions for each Plan Year will 
be made:

Contributions to Employer Contributions Accounts (select one):

0  (a)   Such an amount, if any, as determined by the Employer.
0  (b)             % of each Participant's Compensation.

B.  Allocation of Contributions to Employer Contributions Accounts 
(select one):

0  (1)  Non-Integrated Allocation

The Employer Contributions Account of each Participant 
eligible to share in the allocation for a Plan Year shall 
be credited with a portion of the contribution, plus any 
forfeitures if forfeitures are reallocated to 
Participants, equal to the ratio that the Participant's 
Compensation for the Plan Year bears to the Compensation 
for that Plan Year of all Participants entitled to share 
in the contribution.

0  (2)   Integrated Allocation

Contributions to Employer Contributions Accounts with 
respect to a Plan Year, plus any forfeitures if 
forfeitures are reallocated to Participants, shall be 
allocated to the Employer Contributions Account of each 
eligible Participant as follows:

(a)  First, in the ratio that each such eligible 
Participant's Compensation for the Plan Year bears to 
the Compensation for that Plan Year of all eligible 
Participants but not in excess of 3% of each 
Participant's Compensation.

(b)  Second, any remaining contributions and forfeitures 
will be allocated in the ratio that each eligible 
Participant's Compensation for the Plan Year in excess 
of the Integration Level bears to all such 
Participants' excess Compensation for the Plan Year 
but not in excess of 3%.

14
(c)  Third, any remaining contributions and forfeitures 
will be allocated in the ratio that the sum of each 
Participant's Compensation and Compensation in excess 
of the Integration Level bears to the sum of all 
Participants' Compensation and Compensation in excess 
of the Integration Level, but not in excess of the 
Maximum Profit-Sharing Disparity Rate (defined below).

(d)  Fourth, any remaining contributions or forfeitures 
will be allocated in the ratio that each Participant's 
Compensation for that year bears to all Participants' 
Compensation for that year.

The Maximum Profit-Sharing Disparity Rate is equal to the lesser of:

(a)  2.7% or

(b)  The applicable percentage determined in accordance 
with the following table:

If the Integration Level is
(as a % of the Taxable Wage
Base ("TWB")).              The applicable percentage is:

20% (or $10,000 if greater)
or less of the TWB                          2.7%

More than 20% (but not less than
$10,001 but not more than
80% of the TWB                             1.3%

More than 80% but not less
than 100% of the TWB                      2.4%

100% of the TWB                           2.7%

15
C.	Participants Eligible for Employer Contribution Allocation

The following Participants shall be eligible for an allocation to their 
Employer Contributions Account (select all those applicable):

0  (1)  Any Participant who was employed during the Plan Year.

0  (2)  In the case of a Plan using the hourly record method for 
determining Vesting Service, any Participant who was 
credited with a Year of Service during the Plan Year.

0  (3)  Any Participant who was employed on the last day of the 
Plan Year.

0  (4)  Any Participant who was on a leave of absence on the last 
day of the Plan Year.

0  (5)  Any Participant who during the Plan Year died or became 
Disabled while an Employee or terminated employment after 
attaining Normal Retirement Age.

0  (6)  Any Participant who was credited with at least 501 Hours 
of Service whether or not employed on the last day of the 
Plan Year.

0  (7)  Any Participant who was credited with at least 1,000 
Hours of Service and was employed on the last day of the 
Plan Year.

ARTICLE V. Thrift Contributions

A.   Employee Thrift Contributions

If selected below, Employee Thrift Contributions, which are required for 
Matching Thrift Contributions, may be made by a Participant in an amount 
equal to (select one):

0  (1)  A dollar amount or a percentage of the Participant's 
Compensation which may not be less than 	% nor may not 
exceed          % of his or her Compensation.

0  (2)  An amount not less than        % of and not more than  % 
of each Participant's Compensation.

16
B.   Making and Modifying an Employee Thrift Contribution Election

A Participant shall be entitled to increase, decrease or resume his or 
her Employee Thrift Contribution percentage with the following frequency 
during the Plan Year (select one):

0  (1)  annually
0  (2)  semi-annually
0  (3)  quarterly
0  (4)  monthly
0  (5)  other (specify):

Any such increase, decrease or resumption shall be effective as of the 
first payroll period coincident with or next following the first day of 
each period set forth above.  A Participant may completely discontinue 
making Employee Thrift Contributions at any time effective for the 
payroll period after written notice is provided to the Administrator.

C.  Thrift Matching Contributions

If selected below, the Employer will make Matching Thrift Contributions 
for each Plan Year (select one):

0  (1)  Discretionary Formula:

A discretionary Matching Thrift Contribution equal to such a 
dollar amount or percentage as determined by the Employer, which 
shall be allocated (select one):

0  (a)   based on the ratio of each Participant's Employee 
Thrift Contribution for the Plan Year to the total 
Employee Thrift Contributions of all Participants for 
the Plan Year. If inserted, Matching Thrift 
Contributions shall be subject to a maximum amount of 
$         for each Participant or            %of each 
Participant's Compensation.

0  (b)   in an amount not to exceed           % of each 
Participant's first       % of Compensation 
contributed as Employee Thrift Contributions for the 
Plan Year.  If any Matching Thrift Contribution 
remains, it is allocated to each such Participant in 
an amount not to exceed        % of the next         
% of each Participant's Compensation contributed as 
Employee Thrift Contributions for the Plan Year.

Any remaining Matching Thrift Contribution shall be allocated to 
each such Participant in the ratio that such Participant's 
Employee Thrift Contributions for the Plan Year bears to the 
total Employee Thrift Contributions of all such Participants for 
the Plan Year.  If inserted, Matching Thrift Contributions shall 
be subject to a maximum amount of $         for each Participant 
or         % of each Participant's Compensation.

17
0  (2) Nondiscretionary Formula:

A nondiscretionary Matching Thrift Contribution for each Plan Year 
equal to (select one):

0  (a)         % of each Participant's Compensation contributed 
as Employee Thrift Contributions. If inserted, Matching 
Thrift Contributions shall be subject to a maximum amount 
of $        for each Participant or       % of each 
Participant's Compensation.

0  (b)          % of the first       % of the Participant's 
Compensation contributed as Employee Thrift Contributions 
and        % of the next       % of the Participant's 
Compensation contributed as Employee Thrift Contributions.  
If inserted, Matching Thrift Contributions shall be subject 
to a maximum amount of $         for each Participant or  % 
of each Participant's Compensation.

D.  Qualified Matching Contributions

If selected below, the Employer may make Qualified Matching 
Contributions for each Plan Year (select all those applicable):

(1) In its discretion, the Employer may make Qualified Matching 
Contributions on behalf of (select one):

0  (a)   all Participants who make Employee Thrift 
Contributions.

0  (b)   only those Participants who are Nonhighly Compensated 
Employees and who make Employee Thrift Contributions.

(2)  Qualified Matching Contributions will be contributed and 
allocated to each Participant in an amount equal to:

0  (a)           % of the Participant's Employee Thrift 
Contributions.  If inserted, Qualified Matching 
Contributions shall not exceed         % of the 
Participant's Compensation.

0  (b)   such an amount, determined by the Employer which is 
needed to meet the ACP Test.

ARTICLE VI. Participant Contributions

Participant Voluntary Nondeductible Contributions 

Participant Voluntary Nondeductible Contributions are (select one):

0  (a)  permitted.
1  (b)  not permitted.

18
ARTICLE VII. Vesting

A.  Employer Contribution Accounts

(1)   A Participant shall have a vested percentage in his or her 
Profit-Sharing Contributions, Matching 401(k) Contributions 
and/or Matching Thrift Contributions, if applicable, in 
accordance with the following schedule (Select one):

Matching 401(k)
and/or Matching            Profit-sharing
Thrift contributions       contributions
0                         0      (a) 100% vesting immediately 
upon participation.

     0                         0      (b) 100% after          (not 
more than 5) years of Vesting 
Service.

     0                         0      (c)  Graded vesting schedule:

           %                        %   after 1 year of Vesting Service;

           %                        %   after 2 years of Vesting 
Service;

            %                       %   (not less than 20%) after 3 
years of Vesting Service;

            %                       %   (not less than 40%) after 4 
years of Vesting Service;

            %                       %   (not less than 60%) after 5 
years of Vesting Service;

            %                       %   (not less than 80%) after 6 
years of Vesting Service;
100% after 7 years of Vesting Service.

19
Vesting Schedule (Select one):
0                      0   (a)  100% vesting immediately upon 
participation.
    0                      0   (b)  100% after    (not more than 3) 
years of Vesting Service.

    0                      0   (c)  Graded vesting schedule:

           %                      %    after 1 year of Vesting Service;

           %                      %    (not less than 20%) after 2 years 
of Vesting Service;

           %                      %    (not less than 40%) after 3 years 
of Vesting Service;

           %                      %    (not less than 60%) after 4 years 
of Vesting Service;

           %                      %    (not less than 80%) after 5 years 
of Vesting Service;

100% after 6 years of Vesting Service.

Top Heavy Ratio:

(a)     If the adopting Employer maintains or has ever maintained a 
qualified defined benefit plan, for purposes of establishing 
present value to compute the top-heavy ratio, any benefit shall 
be discounted only for mortality and interest based on the 
following:

Interest Rate:                  8   %
Mortality Table:         UP '84

(b)     For purposes of computing the top-heavy ratio, the valuation 
date shall be the last business day of each Plan Year.

20
B.   Allocation of Forfeitures

Forfeitures shall be (select one from each applicable column):

Matching 401(k)
and/or Matching              Profit-Sharing
Thrift Contributions        Contributions

0                            0          (1) used to reduce 
Employer contributions for 
succeeding Plan Year.

0                            0         (2) allocated in the 
succeeding Plan Year in the ratio which 
the Compensation of each Participant 
for the Plan Year bears to the total 
Compensation of all Participants 
entitled to share in the contributions.  
If the Plan is integrated with Social 
Security, forfeitures shall be 
allocated in accordance with the 
formula elected by the Employer.

C.   Vesting Service

For purposes of determining Years of Service for Vesting Service [select 
(1) or (2) and/or (3)]:

1    (1)  All Years of Service shall be included.

0    (2)  Years of Service before the Participant attained age 18 
shall be excluded.

0    (3)  Service with the Employer prior to the effective date of 
the Plan shall be excluded.

ARTICLE VIII.  Deferral of Benefit Distributions,
In-Service Withdrawals and Loans

A.  Deferral of Benefit Distributions

  401(k) and/    Profit
   or Thrift     Sharing

       0          0     If this item is checked, a Participant's 
vested benefit in his or her Employer Accounts 
shall be payable as soon as practicable after 
the earlier of:  (1) the date the Participant 
terminates Employment due to Disability or (2) 
the end of the Plan Year in which a terminated 
Participant attains Early Retirement Age, if 
applicable, or Normal Retirement Age.

21
B.   In-Service Distributions

1   (1)  In-service distributions may be made from any of the 
Participant's vested Accounts, at any time upon or after the 
occurrence of the following events (select all applicable):

1   (a)  a Participant's attainment of age 59-1/2.
1   (b)  due to hardships as defined in Section 5.9 of the 
Plan.

0   (2)  In-service distributions are not permitted.

C.   Loans are:

401(k) and/          Profit
or Thrift              Sharing

0                  0       (1) permitted.

1                  0       (2) not permitted.

ARTICLE IX. Group Trust

0    If this item is checked, the Employer elects to establish a Group 
Trust consisting of such Plan assets as shall from time to time be 
transferred to the Trustee pursuant to Article X of the Plan. The 
Trust Fund shall be a Group Trust consisting of assets of this Plan 
plus assets of the following plans of the Employer or of an 
Affiliate:           .

ARTICLE X. Miscellaneous

A.   Identification of Sponsor

The address and telephone number of the Sponsor's authorized 
representative is 800 Scudders Mill Road, Plainsboro, New Jersey 
08536; (609) 282-2272. This authorized representative can answer 
inquiries regarding the adoption of the Plan, the intended meaning 
of any Plan provisions, and the effect of the opinion letter.

The Sponsor will inform the adopting Employer of any amendments 
made to the Plan or the discontinuance or abandonment of the Plan.

22
B.    Plan Registration

1.  Initial Registration

This Plan must be registered with the Sponsor, Merrill Lynch, 
Pierce, Fenner & Smith Incorporated, in order to be considered a 
Prototype Plan by the Sponsor. Registration is required so that 
the Sponsor is able to provide the Administrator with documents, 
forms and announcements relating to the administration of the 
Plan and with Plan amendments and other documents, all of which 
relate to administering the Plan in accordance with applicable 
law and maintaining compliance of the Plan with the law.

The Employer must complete and sign the Adoption Agreement. Upon 
receipt of the Adoption Agreement, the Plan will be registered as 
a Prototype Plan of Merrill Lynch, Pierce, Fenner & Smith 
Incorporated. The Adoption Agreement will be countersigned by an 
authorized representative and a copy of the countersigned 
Adoption Agreement will be returned to the Employer.

2.  Registration Renewal

Annual registration renewal is required in order for the Employer 
to continue to receive any and all necessary updating documents. 
There is an annual registration renewal fee in the amount set 
forth with the initial registration material. The adopting 
Employer authorizes Merrill Lynch, Pierce, Fenner & Smith 
Incorporated, to debit the account established for the Plan for 
payment of agreed upon annual fee; provided, however, if the 
assets of an account are invested solely in Participant-Directed 
Assets, a notice for this annual fee will be sent to the Employer 
annually. The Sponsor reserves the right to change this fee from 
time to time and will provide written notice in advance of any 
change.

C.   Prototype Replacement Plan

This Adoption Agreement is a replacement prototype plan for the (1) 
Merrill Lynch Special Prototype Defined Contribution Plan and Trust 
-401(k) Plan #03-004 and (2) Merrill Lynch Asset Management, Inc., 
Special Prototype Defined Contribution Plan and Trust - 401(k) Plan 
Adoption Agreement #03-004.

D.   Reliance

The adopting Employer may not rely on the opinion letter issued by 
the National Office of the Internal Revenue Service as evidence 
that this Plan is qualified under Code Section 401. In order to 
obtain reliance, the Employer must apply to the appropriate Key 
District Director of the Internal Revenue Service for a 
determination letter with respect to the Plan.

23
EMPLOYER'S SIGNATURE

Name of Employer:     THE COMMERCE GROUP, INC.

By:    RANDALL BECKER
Authorized Signature

          RANDALL BECKER
          Print Name

          TREASURER
          Title

Date:   August 14, 1998

TO BE COMPLETED BY MERRILL LYNCH:

Sponsor Acceptance:

Subject to the terms and conditions of the Prototype Plan and this 
Adoption Agreement, this
Adoption Agreement is accepted by Merrill Lynch, Pierce, Fenner & Smith 
Incorporated as the
Prototype Sponsor.

Authorized
Signature:         Joseph T. Donahue      

24
TRUSTEE(S) SIGNATURE

This Trustee Acceptance is to be completed only if the Employer appoints 
one or more Trustees and does not appoint a Merrill Lynch Trust Company 
as Trustee.

The undersigned hereby accept all of the terms, conditions, and 
obligations of appointment as Trustee under the Plan. If the Employer 
has elected a Group Trust in this Adoption Agreement, the undersigned 
Trustee(s) shall be the Trustee(s) of the Group Trust.

AS TRUSTEE:

                                     (Signature)   (print or type name)

                                     (Signature)   (print or type name)

                                     (Signature)   (print or type name)

                                    (Signature)   (print or type name)

                                    (Signature)   (print or type name)

                                    (Signature)   (print or type name)

Dated:                                              ,    19       

25
THE MERRILL LYNCH TRUST COMPANIES AS TRUSTEE

This Trustee Acceptance and designation of Investment Committee are to 
be completed only when a Merrill Lynch Trust Company is appointed as 
Trustee.

To be completed by the Employer:

Designation Of Investment Committee

The Investment Committee for the Plan is (print or type names):

Name:   Randy V. Becker

Name:    Joseph A. Borski, Jr.

Name:   Gerald Fels

Name:

Name:

Name:

To be completed by Merrill Lynch Trust Company:

Acceptance By Trustee:

The undersigned hereby accept all of the terms, conditions, and 
obligations of appointment as Trustee under the Plan. If the Employer 
has elected a Group Trust in this Adoption Agreement, the undersigned 
Trustee(s) shall be the Trustee(s) of the Group Trust.

SEAL                  MERRILL LYNCH TRUST COMPANY, FSB
                      By:    Melanie Madeira                  

Dated:   September 1, 1998

26
THE MERRILL LYNCH TRUST COMPANIES AS ONE OF THE TRUSTEES

This Trustee Acceptance is to be completed only if, in addition to a 
Merrill Lynch Trust Companies as Trustee, the Employer appoints an 
additional Trustee of a second trust fund.

The undersigned hereby accept all of the terms, conditions, and 
obligations of appointment as Trustee under the Plan. If the Employer 
has elected a Group Trust in this Adoption Agreement, the undersigned 
Trustee(s) shall be the Trustee(s) of the Group Trust.

                                  as TRUSTEE

                                                                       
(Signature)                                       (print or type name)

Dated:                                     ,  19  

SEAL                      MERRILL LYNCH TRUST COMPANY, FSB

By:

Dated:                          ,   19

DESIGNATION OF INVESTMENT COMMITTEE

The Investment Committee for the Plan is (print or type names):

Name:

Name:

Name:

Name:

27
MERRILL LYNCH

SPECIAL

PROTOTYPE
DEFINED CONTRIBUTION PLAN

Base Plan Document #03 used in conjunction with:

Non-standardized Profit Sharing Plan with CODA
Letter Serial Number: D35928b
National Office Letter Date: 6/29/93

Non-standardized Money Purchase Pension Plan
Letter Serial Number: D359288b
National Office Letter Date: 6/29/93

Non-standardized Profit Sharing Plan
Letter Serial Number: D359289b
National Office Letter Date: 6/29/93

Non-standardized Target Benefit Plan
Letter Serial Number: D361009a
National Office Letter Date: 6/29/93

This Prototype Plan and Adoption Agreement are important legal 
instruments with legal and tax
implications for which the Sponsor, Merrill Lynch, Pierce, Fenner & 
Smith, Incorporated, does not assume
responsibility. The Employer is used to consult with its own attorney 
with regard to the adoption of this
Plan and its suitability to its circumstances.
61

Internal Revenue Service                    Department of the Treasury

Plan Description: Prototype Non-standardized Profit Sharing Plan with 
CODA
FFN:  5033981603-004   Case: 9201920 EIN: 13-5674085
                                               Washington, DC: 20224
BPD:  03 Plan. 004 Letter Serial No: D359287b

                                          Person to Contact: Mr. Wolf
MERRILL LYNCH PIERCE FENNER & SMITH INC
                                      Telephone Number: (202) 622-8380
P 0 BOX 9038
                                      Refer Reply to: E:EP:Q:1
PRINCETON, NJ 08543
                                       Date: 06/29/93

Dear Applicant:

In our opinion, the amendment to the form of the plan identified above 
does not in and of itself adversely affect the plan's acceptability 
under section 401 of the Internal Revenue code. This opinion relates 
only to the amendment to the form of the plan It is not an opinion as to 
the acceptability of any other amendment or of the form of the plan as a 
whole, or as to the effect of other Federal or local statutes.

You must furnish a copy of this letter to each employer who adopts this 
plan: You are also required to send a copy of the approved form of the 
plan, any approved amendments and related documents to each Key District 
Director of Internal Revenue Service in whose jurisdiction there are 
adopting employers.

An employer who adopts the amended form of the plan after the date of 
the amendment should apply for a determination letter by filing an 
application with the Key District Director of Internal Revenue on Form 
5307, Short Form Application for Determination for Employee Benefit 
Plan.

This letter with respect to the amendment to the form of the plan does 
not affect the applicability to the plan of the continued, interim and 
extended reliance provisions of sections 13 and 17.03 of Rev. Proc. 89-
9, 1989-1 C.B. 780. The applicability of such provisions may be 
determined by reference to the initial opinion letter issued with 
respect to the plan.

If you, the sponsoring organization, have any questions concerning the 
IRS processing of this case, please call the above telephone number. 
This number is only for use of the sponsoring organization. Individual 
participants and/or adopting employers with questions concerning the 
plan should contact the sponsoring organization. The plan's adoption 
agreement must include the sponsoring organization's address and 
telephone number for inquiries by adopting employers.

If you write to the IRS regarding this plan, please provide your 
telephone number and the most convenient time for us to call in case we 
need more information. Whether you call or write, please refer to the 
Letter Serial Number and File Folder Number shown in the heading of this 
letter.

You should keep this letter as a permanent record. Please notify us if 
you modify or discontinue sponsorship of this plan.

Chief, Employee Plans Qualifications Branch
61

Internal Revenue Service                 Department of the Treasury

Plan Description: Prototype Non-standardized Money Purchase Pension Plan
FFN: 50339816103-003 Case: 9201919 EIN: 13-5674085
                                         Washington, DC: 20224
BPD: 03 Plan: 003 Letter Serial No: D359288b
                                         Person to Contact: Mr. Wolf
MERRILL LYNCH PIERCE FENNER & SMITH INC
                                       Telephone Number: (202) 622-8380
P 0 BOX 9038
                                             Refer Reply to: E:EP:Q:1
PRINCETON, NJ 08543
                                                   Date: 06/29/93

Dear Applicant:

In our opinion, the amendment to the form of the plan identified above 
does not in and of itself adversely affect the plan's acceptability 
under section 401 of the Internal Revenue Code. This opinion relates 
only to the amendment to the form of the plan. It is not an opinion as 
to the acceptability of any other amendment or of the form of the plan 
as a whole. or as to the effect of other Federal or local statutes.

You must furnish a copy of this letter to each employer who adopts this 
plan: You are also required to send a copy of the approved form of the 
plan, any approved amendments and related documents to each Key District 
Director of Internal Revenue Service in whose jurisdiction there are 
adopting employers.

An employer who adopts the amended form of the plan after the date of 
the amendment should apply for a determination letter by filing an 
application with the Key District Director of Internal Revenue on Form 
5307. Short Form Application for Determination for Employee Benefit 
Plan.

This letter with respect to the amendment to the form of the plan does 
not affect the applicability to the plan of the continued, interim and 
extended reliance provisions of sections 13 and 17.03 of Rev. Proc. 89-
9, 1989-1 C.B. 780. The applicability of such provisions may be 
determined by reference to the initial opinion letter Issued with 
respect to the plan.

If you, the sponsoring organization, have any questions concerning the 
IRS processing of this case, please call the above telephone number. 
This number is only for use of the sponsoring organization. Individual 
participants and/or adopting employers with questions concerning the 
plan should contact the sponsoring organization. The plan's adoption 
agreement must include the sponsoring organization's address and 
telephone number for inquiries by adopting employers.

If you write to the IRS regarding this plan, please provide your 
telephone number and the most convenient time for us to call in case we 
need more Information. 'Whether you call or write, please refer to the 
Letter Serial Number and File Folder Number shown in the heading of this 
letter.

You should keep this letter as a permanent record. Please notify us if 
you modify or discontinue sponsorship of this plan.

Chief, Employee Plans Qualifications Branch
61

Internal Revenue Service                   Department of the Treasury

Plan Description: Prototype Non-standardized Profit Sharing Plan
                                                 Washington, DC: 20224
FFN:  50339816103-002 Case: 9201918 EIN: 13-5674085
BPD: 03 Plan: 002 Letter Serial No: D359289b Person to Contact: Mr. Wolf

MERRILL LYNCH PIERCE FENNER & SMITH INC
                                         Telephone Number (202)622-8380
P0 BOX 9038
                                          Refer Reply to: E:EP:Q:1
PRINCETON, NJ 08543
                                             Date: 06/29/93

Dear Applicant:

In our opinion, the amendment to the form of the plan identified above 
does not in and of itself adversely affect the plan's acceptability 
under section 401 of the Internal Revenue code. This opinion relates 
only to the amendment to the form of the plan. It is not an opinion as 
to the acceptability of any other amendment or of the form of the plan 
as a whole, or as to me effect of other Federal or local statutes.

You must furnish a copy of this letter to each employer who adopts this 
plan. You are also required to send a copy of the approved form of the 
plan, any approved amendments and related documents to each Key District 
Director of Internal Revenue Service in whose jurisdiction there are 
adopting employers.

An employer who adopts the amended form of the plan after the date of 
the amendment should apply for a determination letter by filing an 
application with the Key District Director of Internal Revenue on Form 
5307, Short Form Application for Determination for Employee Benefit 
Plan.

This letter with respect to the amendment to the form of the plan does 
not affect the applicability to the plan of the continued, interim and 
extended reliance provisions of sections 13 and 17.03 of Rev. Proc. 89-
9, 1989-1 C.B. 780. The applicability of such provisions may be 
determined by reference to the initial opinion letter issued with 
respect to the plan.

If you, the sponsoring organization, have any questions concerning the 
IRS processing of this case, please call the above telephone number. 
This number is only for use of the sponsoring organization. Individual 
participants and/or adopting employers with questions concerning the 
plan should contact the sponsoring organization. The plan's adoption 
agreement must include the sponsoring organization's address and 
telephone number for inquiries by adopting employers.

If you write to the IRS regarding this plan, please provide your 
telephone number and the most convenient time for us to call in case we 
need more information. Whether you call or write, please refer to the 
Letter Serial Number and File Folder Number shown in the heading of this 
letter.

You should keep this letter as a permanent record. Please notify us if 
you modify or discontinue sponsorship of this plan.

Chief, Employee Plans Qualifications Branch
61

Internal Revenue Service                  Department of the Treasury

Plan Description: Prototype Non-standardized Target Benefit Plan
FFN: 50339816103-001 Case: 8904027 EIN: 13-5674085 Washington, DC: 20224
BPD: 03 Plan: 001 Letter Serial No: D361009a
                                           Person to Contact Mr. Wolf

MERRILL LYNCH PIERCE FENNER L SMITH INC
                                      Telephone Number: (202)622-8380
P 0 BOX 9038
                                              Refer Reply to: E:EP:Q:1
PRINCETON, NJ 08543
                                                Date:   06/29/93

Dear Applicant:

In our opinion. the form of the plan identified above is acceptable 
under section 401 of the Internal Revenue Code for use by employers for 
the benefit of their employees. This opinion relates only to the 
acceptability of the form of the plan under the Internal Revenue Code. 
It is not an opinion of the effect of other Federal or local statutes.

You must furnish a copy of this letter to each employer who adopts this 
plan. You are also required to send a copy of the approved form of the 
plan, any approved amendments and related documents to each Key District 
Director of Internal Revenue Service in whose jurisdiction there are 
adopting employers.

Our opinion on the acceptability of the form of the plan is not a ruling 
or determination as to whether an employer's plan qualifies under Code 
section 401(a). Therefore, an employer adopting the form of the plan 
should apply for a determination letter by filing an application with 
the Key District Director of Internal Revenue Service on Form 5307, 
Short Form Application for Determination for Employee Benefit Plan.

If you, the sponsoring organization, have any questions concerning the 
IRS processing of this case. please. call the above telephone number. 
This number Is only for use of the sponsoring organization. Individual 
participants and/or adopting employers with questions concerning the 
plan should contact the sponsoring organization. The plan's adoption 
agreement must include the sponsoring organization's address and 
telephone number for Inquiries by adopting employers.

If you write to the IRS regarding this plan, please provide your 
telephone number and the most convenient time for us to call in case we 
need more information. Whether you call or write, please refer to the 
Letter Serial Number and File Folder Number shown in the heading of this 
letter.

You should keep this letter as a permanent record. Please notify us if 
you modify or discontinue sponsorship of this plan.

Chief, Employee Plans Qualifications Branch
TABLE OF Contents

ARTICLE I DEFINITIONS
1.1       "Account"                                                 1
1.2       "Account Balance"                                         1
1.3        "ACP Test"                                               1
1.4        "Actual Deferral Percentage"                             1
1.5        "Adjustment Factor"                                      1
1.6        "Administrator"                                          1
1.7        "Adoption Agreementt"                                    1
1.8        "ADP Test"                                               1
1.9        "Affiliate"                                              1
1.10      "Annuity Contract"                                        1
1.11      "Average Actual Deferral Percentage"                      1
1.12      "Average Contribution Percentage"                         1
1.13        "Beneficiary"                                           1
1.14        "Benefit Commencement Date"                             2
1.15        "CODA"                                                  2
1.16        "CODA Compensation"                                     2
1.17        "Code"                                                  2
1.18        "Compensation"                                          2
1.19        "Contribution Percentage"                               3
1.20        "Contribution Percentage Amounts"                       3
1.21        "Defined Benefit Plan"                                  3
1.22        "Defined Contribution Plan"                             3
1.23        "Disability"                                            3
1.24        "Early Retirement"                                      3
1.25        "Early Retirement Date"                                 3
1.26        "Earned Income"                                         3
1.27        "Elective Deferrals"                                    3
1.28        "Elective Deferrals Account"                            4
1.29        "Eligible Employee"                                     4
1.30        "Eligible Participant"                                  4
1.31        "Employee"                                              4
1.32        "Employee Thrift Contributions"                         4
1.33        "Employee Thrift Contributions Account"                 4
1.34        "Employer"                                              4
1.35        "Employer Account"                                      4
1.36         "Employer Contributions"                               4
1.37        "Employer Contributions Account"                        4
1.38        "Employment"                                            4
1.39        "Entry Date"                                            4
1.40        "ERISA"                                                 4
1.41        "Excess Aggregate Contributions"                        5
1.42        "Excess Contributions"                                  5
1.43        "Excess Elective Deferrals"                             5
1.44        "Family Member"                                         5
1.45       "401(k) Contributions Accounts"                          5
TABLE OF CONTENTS

1.92        "Transferred Account"                                    10
1.93        "Trust"                                                  10
1.94        "Trust Fund"                                             10
1.95        "Trustee"                                                10
1.96        "Valuation Date"                                         10
1.97        "Vesting Service"                                        10
1.98        "Years of Service"                                       10

ARTICLE II PARTICIPATION

2.1          Admission as a Participant                              10
2.2          Rollover Membership and Trust to Trust Transfer         11
2.3          Crediting of Service for Eligibility Purposes           11
2.4          Termination of Participation                            11
2.5          Limitation for Owner-Employee                           11
2.6          Corrections with Regard to Participation                12
2.7          Provision of Information                                12

ARTICLE III CONTRIBUTIONS AND ACCOUNT ALLOCATIONS

3.1          Employer Contributions and Allocations                  12
3.2          Participant Voluntary Nondeductible Contributions       13
3.3          Rollover Contributions and Trust to Trust Transfers     13
3.4         401(k) - Contributions and Account Allocations         13
3.5         Matching 401(k) Contributions                            16
3.6         Thrift Contributions                                     18
3.7         Treatment of Forfeitures                                 19
3.8         Establishing of Accounts                                 19
3.9         Limitation on Amount of Allocations                      19
3.10    Return of Employer Contributions Under Special Circumstances  24

ARTICLE IV VESTING

4.1         Determination of Vesting                                 24
4.2         Rules for Crediting Vesting Service                      24
4.3         Employer Accounts Forfeitures                            24
4.4         Top-Heavy Provisions                                     25

ARTICLE V AMOUNT AND DISTRIBUTION OF
     BENEFITS, WITHDRAWALS AND LOANS

5.1        Distribution Upon Termination of Employment                27
5.2        Amount of Benefits Upon a Fully Vested Separation          27
5.3        Amount of Benefits Upon a Partially Vested Separation      27
5.4        Amount of Benefits Upon a Nonvested Separation             27
TABLE OF CONTENTS

5.5        Amount of Benefits Upon a Separation Due to Disability     27
5.6        Distribution and Restoration                               27
5.7        Withdrawals During Employment                              28
5.8        Loans                                                      28
5.9        Hardship Distributions                                     30
5.10      Limitation on Commencement of Benefits                      30
5.11      Distribution Requirements                                   30

ARTICLE VI FORMS OF PAYMENT OF RETIREMENT BENEFITS

6.1         Methods of Distribution                                   34
6.2         Election of Optional Forms                                35
6.3         Change in Form of Benefit Payments                        36
6.4         Direct Rollovers                                          36

ARTICLE VII DEATH BENEFITS

7.1        Payment of Account Balances                                37
7.2        Beneficiaries                                              37
7.3        Life Insurance                                             39

ARTICLE VIII FIDUCIARIES

8.1          Named Fiduciaries                                        40
8.2          Employment of Advisers                                   40
8.3          Multiple Fiduciary Capacities                            40
8.4          Indemnification                                          40
8.5          Payment of Expenses                                      40

ARTICLE IX PLAN ADMINISTRATION

9.1          The Administrator                                        41
9.2          Powers and Duties of the Administrator                   41
9.3          Delegation of Responsibility                             41

ARTICLE X TRUSTEE AND INVESTMENT COMMITTEE

10.1        Appointment of Trustee and Investment Committee           41
10.2        The Trust Fund                                            42
10.3        Relationship with Administrator                           42
10.4        Investment of Assets                                      42
10.5        Investment Direction, Participant-Directed Assets
               and Qualifying Employer Investments                    43
10.6        Valuation of Accounts                                     45
10.7         Insurance Contracts                                      45
10.8         The Investment Manager                                   45
TABLE OF CONTENTS

10.9         Powers of Trustee                                       46
10.10       Accounting and Records                                   47
10.11       Judicial Settlement of Accounts                          47
10.12       Resignation and Removal of Trustee                       47
10.13       Group Trust                                              48

ARTICLE XI PLAN AMENDMENT OR TERMINATION

11.1        Prototype Plan Amendment                                 48
11.2        Plan Amendment                                           48
11.3        Right of the Employer to Terminate Plan                  49
11.4        Effect of Partial or Complete Termination or
              Complete Discontinuance of Contributions               49
11.5        Bankruptcy                                               50

ARTICLE XII MISCELLANEOUS PROVISIONS

12.1        Exclusive Benefit of Participants                        50
12.2        Plan Not a Contract of Employment                        50
12.3        Action by Employer                                       50
12.4        Source of Benefits                                       50
12.5        Benefits Not Assignable                                  50
12.6        Domestic Relations Orders                                51
12.7        Claims Procedure                                         51
12.8        Records and Documents; Errors                            51
12.9        Benefits Payable to Minors, Incompetents and Others      51
12.10      Plan Merger or Transfer of Assets                         51
12.11      Participating Affiliates                                  52
12.12      Controlling Law                                           52
12.13      Singular and Plural and Article and Section References    52
ARTICLE I

DEFINITIONS

As used in this Prototype Plan and in each Adoption Agreement, each of 
the following terms shall have the meaning for that term set forth in 
this Article I:

1.1    Account: A separate Elective Deferrals Account, Employee Thrift 
Contributions Account, Employer Contributions Account, Matching 4O1(k) 
Contributions Account, Matching Thrift Contributions Account, 
Participant Voluntary Nondeductible Contributions Account, Qualified 
Matching Contributions Account, Qualified Nonelective Contributions 
Account, Rollover Contribution Account, and Transferred Account, as the 
case may be.

1.2    Account Balance: The value of an Account determined as of the 
applicable Valuation Date.

1.3    ACP Test: The Contribution Percentage test that is set forth in 
Section 3.5.2 of the Plan.

1.4    Actual Deferral Percentage: The ratio (expressed as a 
percentage), of (A) Elective Deferrals made on behalf of an Eligible 
Participant for the Plan Year (including Excess Elective Deferrals of 
Highly Compensated Employees and, at the election of the Employer, 
Qualified Nonelective Contributions and/or Qualified Matching 
Contributions), but excluding (1) Excess Elective Deferrals of Nonhighly 
Compensated Employees that arise solely from Elective Deferrals made 
under the Plan or plans of the Employer or an Affiliate and (2) Elective 
Deferrals that are taken into account in the ACP Test provided the ADP 
Test is satisfied with or without the exclusion of such Elective 
Deferrals) to (B) the Participant's CODA Compensation for the Plan Year 
(whether or not the Eligible Employee was a Participant for the entire 
Plan Year). The Actual Deferral Percentage of an Eligible Participant 
who would be a Participant but for the failure to make an Elective 
Deferral is zero.

1.5    Adjustment Factor: The cost of living adjustment factor 
prescribed by the Secretary of the Treasury under Code Section 415(d) 
for years beginning after December 31, 1987, as applied to such items 
and in such manner as the Secretary shall provide.

1.6     administrator: The Employer, unless otherwise specified by duly 
authorized action by the Employer.

1.7     Adoption Agreement: The document so designated with respect to 
this Prototype Plan that is executed by the Employer, as amended from 
time to time.

1.8     ADP Test: The Average Actual Deferral Percentage test set forth 
in Section 3.4.2(B) of the Plan.

1.9      Affiliate: Any corporation or unincorporated trade or business 
(other than the Employer) while it is:

(A)  a member of a "controlled group of corporations" (within the 
meaning of Code Section 414(b)) of which the Employer is a member;

(B)  a member of any trade or business under "common control" (within 
the meaning of Code Section 414(c)) with the Employer;

(C)  a member of an "affiliated service group" (as that term is defined 
in Code Section 414(m)) which includes the Employer; or

(D)  any other entity required to be aggregated with the Employer 
pursuant to Code Section 414(o). With respect to Section 3.9, 
"Affiliate" status shall be determined in accordance with Code Section 
415(h).

1.10     Annuity Contract  An individual or group annuity contract 
issued by an insurance company providing periodic benefits, whether 
fixed, variable or both, the benefits or value of which a Participant or 
Beneficiary cannot transfer, sell, assign, discount, or pledge as 
collateral for a loan or as security for the performance of an 
obligation, or for any other purpose, to any person other than the 
issuer thereof. The terms of any annuity contract purchased and 
distributed by the Plan to a Participant or Spouse shall comply with the 
requirements of this Plan.

1.11     Average Actual Deferral Percentage: For any group of Eligible 
Participants, the average (expressed as a percentage) of the Actual 
Deferral Percentages for each of the Eligible Participants in that 
group, including those not making Elective Deferrals.

1.12    Average Contribution Percentage: For any group of Eligible 
Participants, the average (expressed as a percentage) of the 
Contribution Percentages for each of the Participants in that group, 
including those on whose behalf Matching 401(k) Contributions and/or 
Matching Thrift Contributions, if applicable, are not being made.

1.13    Beneficiary. A person or persons entitled to receive any payment 
of benefits pursuant to Article VII.

1.14     Benefit Commencement Date: The first day, determined pursuant 
to Article V, for which a Participant or Beneficiary receives or begins 
to receive payment in any form of distribution as a result of death, 
Disability, termination of Employment, Early Retirement, Plan 
termination or upon or after Normal Retirement Age or age 70-1/2.

1
1.15    CODA: A cash or deferred arrangement pursuant to Code Section 
401(k) which is part of a profit sharing plan and under which an 
Eligible Participant may elect to make Elective Deferrals in accordance 
with Section 3.4.1.

1.16     CODA Compensation: Solely for purposes of determining the 
Actual Deferral Percentage and the Contribution Percentage, CODA 
Compensation shall be Compensation excluding or including "elective 
contributions" as specified in the Adoption Agreement. The preceding 
sentence shall be effective for Plan Years beginning on or after January 
1, 1989.

1.17     Code: The Internal Revenue Code of 1986, as now in effect or as 
amended from time to time. A reference to a specific provision of the 
Code shall include such provision and any applicable regulation 
pertaining thereto.

1.18     Compensation: For purposes of contributions, Compensation shall 
be defined in the Adoption Agreement and Section 3.9.1(H), subject to 
any exclusions elected under Section IAA(d) of the Adoption Agreement, 
Section 3.1.4 and the following modifications:

(A)  For a Self-Employed Individual, Compensation means his or her 
Earned Income, provided that if the Self-Employed Individual is not a 
Participant for an entire Plan Year, his or her Compensation for that 
Plan Year shall be his or her Earned Income for that Plan Year 
multiplied by a fraction the numerator of which is the number of days he 
or she is a Participant during the Plan Year and the denominator of 
which is the number of days in the Plan Year.

(B)  Compensation of each Participant taken into account under this Plan 
for any Plan Year beginning after December 21,1988 shall be limited to 
the first $200,000 as adjusted by the Adjustment Factor. In determining 
the Compensation of a Participant for purposes of this limitation, the 
rule of Code Section 414(q)(6) shall apply, except in applying such 
rules, the term "family" shall included only the Spouse of the 
Participant and any lineal descendants of the Participant who have not 
attained the age of 19 before the close of the year. If, as a result of 
the application of such rules, the adjusted $200,000 limitation is 
exceeded, (except for purposes of determining the portion of 
Compensation up to the Integration Level if this Plan is integrated with 
Social Security) the limitation shall be prorated among the affected 
Participants in proportion to each such Participant's Compensation as 
determined under this Section 1.18 prior to the application of this 
limitation. In a manner applied uniformly to all Eligible Employees, 
only Compensation during the period in which the Employee is an Eligible 
Employee may be taken into account for purposes of the nondiscrimination 
tests described in Code Section 401(k:) and 401(m).

(C)  If Compensation for any prior Plan Year is taken into account in 
determining an Employee's contributions or benefits for the current 
year, the Compensation for such prior year is subject to the applicable 
annual compensation limit in effect for that prior year. For this 
purpose, for years beginning before January 1,1990, the applicable 
annual compensation limit is $200,000.

(D)  In addition to other applicable limitations set forth in the Plan, 
and not withstanding any other provision of the Plan to the contrary, 
for Plan Years beginning on or after January 1, 1994, the annual 
compensation of each employee taken into account under the Plan shall 
not exceed the OBRA'93 annual compensation limit. The 0BRA'93 annual 
compensation limit is $150,000 as adjusted by the Commissioner for 
increases in the cost of living in accordance with Section 401 (a) (17) 
(B) of the Internal Revenue Code.

The cost of living adjustment in effect for a calendar year applies to 
any period, not exceeding 12 months, over which compensation is 
determined (determination period) beginning in such calendar year. If a 
determination period consists of fewer than 12 months, the OBRA'93 
annual compensation limit will be multiplied by a fraction the numerator 
of which is the number of months in the determination period, and the 
denominator of which is 12.

For Plan years beginning on or after January 1,1994, any reference in 
this Plan to the limitations under Section 401(a)(17) of the Code shall 
mean the OBRA'93 annual compensation limit set forth in this provision.

If Compensation for any prior determination period is taken into account 
in determining an Employee's benefits accruing, in the current Plan 
year, the Compensation for that prior determination period is subject to 
the OBRA'93 annual compensation limit in effect for that prior 
determination period. For this purpose, for prior determination periods 
beginning before the first day of the first Plan year beginning on or 
after January 1,1994, the OBRA'93 Compensation limit is $150,000.

1.19     Contribution Percentage: The ratio (expressed as a percentage) 
of the Participants Contribution Percentage Amounts to the Participant's 
CODA Compensation for the Plan Year, whether or not the Eligible 
Employee was a Participant for the entire Plan Year.

1.20     Contribution Percentage Amounts shall mean the sum of the: (A) 
Matching 401(k) Contributions; (B) Matching Thrift Contributions; (C) 
Qualified Matching Contributions (to the extent not taken into account 
for purposes of the ADP Test); ([)) Employee Thrift Contributions; and 
(E) Participant Voluntary Nondeductible Contributions, as applicable, 
made on behalf of the Participant for the Plan Year. Such Contribution 
Percentage Amounts shall not include Matching 401(k) Contributions that 
are forfeited either to correct Excess Aggregate Contributions or 
because the contributions to which they relate are Excess Elective 
Deferrals, Excess Contributions or Excess Aggregate Contributions. The 
Employer may include Qualified Nonelective Contributions in the 
Contribution Percentage Amounts, as specified in the Adoption Agreement 
Elective Deferrals may also be used in the Contribution Percentage 
Amounts so long as the ADP Test is met before the Elective Deferrals are 
used in the ACP Test and continues to be met following the exclusion of 
those Elective Deferrals that are used to meet the ACP Test, as 
specified in the Adoption Agreement. An Eligible Participant who does 
not direct an Elective Deferral or an Employee Thrift Contribution shall 
be treated as an Eligible Participant on behalf of whom no such 
contributions are made.

2
1.21     Defined Benefit Plan: A plan of the type defined in Code 
Section 414(j) maintained by the Employer or Affiliate, as applicable.

1.22     Defined Contribution Plan: A plan of the type defined in Code 
Section 414(i) maintained by the Employer or Affiliate, as applicable.

1.23     Disability: Disability as defined in the Adoption Agreement. 
The permanence and degree of such impairment shall be supported by 
medical evidence.

1.24     Early Retirement: An actively employed Participant is eligible 
for Early Retirement upon satisfying the requirements set forth in the 
Adoption Agreement.

1.25     Early Retirement Date: The Participant's Benefit Commencement 
Date following his or her termination of Employment on or after 
satisfying the requirements for Early Retirement and prior to Normal 
Retirement Age.

1.26     Earned Income: The "net earnings from self-employment" within 
the meaning of Code Section 401(c)(2) of a Self-Employed Individual from 
the trade or business with respect to which the Plan is established, but 
only if the personal services of the Self-Employed Individual are a 
material income-producing factor in that trade or business. Net earnings 
will be determined without regard to items not included in gross income 
and the deductions properly allocable to or chargeable against such 
items and are to be reduced by contributions by the Employer or 
Affiliate to a Qualified Plan to the extent deductible under Code 
Section 404. Where this Plan refers to Earned Income in the context of a 
trade or business other than that with respect to which the Plan is 
adopted, the term Earned Income means such net earnings as would be 
Earned Income as defined above if that trade or business was the trade 
or business with respect to which the Plan is adopted.

Net earnings shall be determined with regard to the deduction allowed to 
the Employer by Code Section 164(f) for taxable years beginning after
December 31, 1989.

1.27     Elective Deferrals: Contributions made to the Plan during the 
Plan Year by the Employer, at the election of the Participant, in lieu 
of cash compensation and shall include contributions that are made 
pursuant to a 401(k) Election. A Participant's Elective Deferral in any 
taxable year is the sum of all Employer and Affiliate contributions 
pursuant to an election to defer under any qualified cash or deferred 
arrangement, any simplified employee pension plan or deferred 
arrangement as described in Code Section 402(h)(1)(B), any eligible 
deferred compensation plan under Code Section 457, any plan as described 
under Code Section 501(c)(18), and any Employer contributions made on 
behalf of a Participant for the purchase of an annuity under Code 
Section 403(b) pursuant to a salary reduction agreement Such 
contributions are nonforfeitable when made and are not distributable 
under the terms of the Plan to Participants or their Beneficiaries 
earlier than the earlier of:

(A)  termination from Employment, death or Disability of the 
Participant;

(B)  termination of the Plan without establishment of another Defined 
Contribution Plan by the Employer or an Affiliate;

(C)  disposition by the Employer or Affiliate to an unrelated 
corporation of substantially all of its assets used in a trade or 
business if such unrelated corporation continues to maintain this Plan 
after the disposition but only with respect to Employees who continue 
employment with the acquiring unrelated entity. The sale of 85% of the 
assets used in a trade or business will be deemed a sale of 
"substantially all" the assets used in a trade or business;

(D)  sale by the Employer or Affiliate to an unrelated entity of its 
interest in an Affiliate if such unrelated entity continues to maintain 
the Plan but only with respect to Employees who continue employment with 
such unrelated entity; or

(E)  the events specified in Part B, Article VIII of the Adoption 
Agreement

Elective Deferrals shall not include any deferrals properly distributed 
as an "Excess Amount" pursuant to Section 3.9.2.

1.28     Elective Deferrals Account: The Account established for a 
Participant pursuant to Section 3.8.1.

1.29     Eligible Employee: Those Employees specified in the Adoption 
Agreement

1.30     Eligible Participant: An Eligible Employee who has met the 
eligibility requirements set forth in the Adoption Agreement whether or 
not he or she makes Elective Deferrals and/or Employee Thrift 
Contributions.

1.31     Employee: A Self-Employed Individual, or any individual who is 
employed by the Employer in the trade or business with respect to which 
the Plan is adopted and any individual who is employed by an Affiliate. 
Each Leased Employee shall also be treated as an Employee of the 
recipient Employer. The preceding sentence shall not apply, however, to 
any leased Employee who is (A) covered by a money purchase pension plan 
maintained by the "leasing organization" referred to in Section 1.54 
which provides, with respect to such Leased Employee, a norrintegrated 
Employer contribution rate of at least 10% of Limitation Compensation, 
but including amounts contributed pursuant to a salary reduction 
agreement which are excluded from the Employee's gross income under Code 
Section 402(a)(8), Code Section 402(h) or Code Section 403(b), immediate 
participation, and full and immediate vesting and (B) such Leased 
Employees do not constitute more than 20% of the Employer's and 
Affiliates' nonhighly compensated workforce. For purposes of the Plan, 
all Employees will be treated as employed by a single employer.

3
1.32     Employee Thrift Contributions: Employee nondeductible 
contributions which are required to be eligible for a Matching Thrift 
Contribution. Employee Thrift Contributions do not include Participant 
Voluntary Nondeductible Contributions.

1.33     Employee Thrift Contributions Account: The Account established 
for a Participant pursuant to Section 3.8.3.

1.34     Employer: The sole proprietorship, partnership or corporation 
that adopts the Plan by executing the Adoption Agreement. For all 
purposes relating to eligibility, participation, contributions, vesting 
and allocations, Employer includes all Participating Affiliates.

1.35     Employer Account: The Participant's Matching 401(k:) 
Contributions Account, Matching Thrift Contributions Account, Employer 
Contributions Account, Qualified Matching Contributions Account and 
Qualified Nonelective Contributions Account, as the case may be.

1.36     Employer Contributions: Any contributions made by the Employer 
for the Plan Year on behalf of a Participant in accordance with Section 
3.1 of the Plan.

1.37     Employer Contributions Account:  The Account established for a 
Participant pursuant to Section 3.8.2.

1.38     Employment: An Employee's employment or self-employment with 
the Employer, Affiliate or a "leasing organization" referred to in 
Section 1.54 or, to the extent required under Code Section 414(a)(2) or 
as otherwise specified by the Administrator on a uniform and 
nondiscriminatory basis, any predecessor of any of them. If any of them 
maintains a plan of a "predecessor employer" (within the meaning of Code 
Section 414(a)(1)) employment or self-employment with the "predecessor 
employer" will be treated as Employment Additionally, if the trade or 
business conducted by a Self-Employed Individual becomes incorporated, 
all employment with that trade or business or with any Affiliate shall 
be treated as Employment with the Employer.

1.39     Entry Date: The date on which an Eligible Employee becomes a 
Participant, as specified in the Adoption Agreement

1.40      ERISA: The Employee Retirement Income Security Act of 1974, as 
amended from time to time. Reference to a specific provision of ERISA 
shall include such provision and any applicable regulation pertaining 
thereto.

1.41     Excess Aggregate Contributions: With respect to any Plan Year, 
the excess of:

(A)  The aggregate Contribution Percentage Amounts, taken into account 
in computing the numerator of the Contribution Percentage actually made 
on behalf of Highly Compensated Employees for such Plan Year, over

(B)  The maximum Contribution Percentage Amounts permitted by the ACP 
Test (determined by reducing contributions made on behalf of Highly 
Compensated Employees in the order of their Contribution Percentages 
beginning with the highest of such percentages) Such determination shall 
be made after first determining Excess Elective Deferrals and then 
determining Excess Contributions.

1.42     Excess Contributions: With respect to any Plan Year, the 
aggregate amount of Elective Deferrals, Qualified Nonelective 
Contributions and Qualified Matching Contributions, if applicable, 
actually paid over to the Trust Fund on behalf of Highly Compensated 
Employees for such Plan Year, over the maximum amount of such 
contributions permitted by the ADP Test (determined by reducing 
contributions made on behalf of Highly Compensated Employees in order of 
the Actual Deferral Percentages, beginning with the highest of such 
percentages).

1.43     Excess Elective Deferrals: The amount of Elective Deferrals for 
a Participant's taxable year that are includible in the gross income of 
the Participant to the extent that such Elective Deferrals exceed the 
Code Section 402(g) dollar limitation and which the Participant 
allocates to this Plan pursuant to the procedure set forth in Section 
3A.2. Excess Elective Deferrals shall be treated as an Annual Addition 
pursuant to Section 3.9, unless such amounts are distributed no later 
than the first April 15th following the close of the Participant's 
taxable year.

1.44      Family Member: An individual described in Code Section 
414(q)(6) (B).

1.45     401(k) Contributions Accounts: The Participant's Elective 
Deferral Account, Qualified Nonelective Contributions Account, and/or 
Qualified Matching Contributions Account, as the case may be.

1.46     401(k) Election: The election by a Participant to make Elective 
Deferrals in accordance with Section 3.4.1.

1.47     Fully Vested Separation: Termination of Employment, by reason 
other than death, of a Participant whose vested percentage in each 
Employer Account is 100%.

1.48     Group Trust: A Trust Fund consisting of assets of any Plan 
maintained and established by the Employer or an Affiliate pursuant to 
Section 10.14.

4
1.49     Highly Compensated Employee: The term Highly Compensated 
Employee includes highly compensated active Employees and highly 
compensated former employees.

(A) A highly compensated active Employee includes any Employee who 
performs service for the Employer or Affiliate during the Plan Year and 
who, during the look-back year (the twelve-month period immediately 
preceding the Plan Year):

(i) received Compensation from the Employer or Affiliate in excess of 
$75,000 (as adjusted by the Adjustment Factor);

(ii) received Compensation from the Employer or Affiliate in excess of 
$50,000 (as adjusted by the Adjustment Factor) and was a member of the 
top-paid group for such year; or

(iii) was an officer of the Employer or Affiliate and received 
Compensation during such year that is greater than 50% of the Defined 
Benefit Dollar Limitation.

(B) The term Highly Compensated Employee also includes:

(i) Employees who are both described in the preceding sentence if the 
term "Plan Year" is substituted for the term "look-back year" and the 
Employee is one of the 100 Employees who received the most Compensation 
from the Employer or Affiliate during the Plan Year; and

(ii) Employees who are 5% owners at any time during the look-back year 
or Plan Year.

(C) If no officer has received Compensation that is greater than 50% of 
the Defined Benefit Dollar Limitation in effect during either the Plan 
Year or look-back year, the highest paid officer of such year shall be 
treated as a Highly Compensated Employee.

(D) A highly compensated former employee includes any Employee who 
terminated Employment (or was deemed to have terminated) prior to the 
Plan Year, performs no service for the Employer or Affiliate during the 
Plan Year, and was a highly compensated active employee for either the 
separation year or any Plan Year ending on or after the Employee's 55th 
birthday.

(E) If an Employee is, during a Plan Year or look-back year, a Family 
Member of either (i) a 5% owner who is an active or former Employee or 
(ii) a Highly Compensated Employee who is one of the ten most highly 
compensated employees ranked on the basis of Compensation paid by the 

Employer or Affiliate during such year, then the Family Member and the 
5% owner or top-ten Highly Compensated Employee shall be aggregated. In 
such case, the Family Member and 5% owner or top-ten Highly Compensated 
Employee shall be treated as a single Employee receiving Compensation 
and plan contributions or benefits equal to the sum of such Compensation 
and contributions or benefits of the Family Member and 5% owner or -ten 
ten Highly Compensated Employee. For purposes of this section, Family 
Member includes the Spouse, lineal ascendants and descendants of the 
Employee or former employee and the spouses of such lineal ascendants 
and descendants.

(F) The determination of who is a Highly Compensated Employee, including 
the determinations of the number and identity of Employees in the top-
paid group; the top 100 Employees; the number of Employees treated as 
officers; and the Compensation that is considered will be made in 
accordance with Code Section 414(q).

1.50     Hour of Service: If the Employer elects in the Adoption 
Agreement the hourly record method, an Hour of Service shall include:

(A) Each hour for which an Employee is paid, or entitled to payment, by 
the Employer or an Affiliate for the performance of duties for the 
Employer or an Affiliate. These hours will be credited to the Employee 
for each Plan Year in which the duties are performed, or with respect to 
eligibility under Article II, the applicable computation period under 
the definition of Year of Service in which the duties are performed;

(B) Each hour for which an Employee is paid, or entitled to payment, by 
the Employer or an Affiliate due to a period of time during which no 
duties are performed (irrespective of whether Employment has terminated) 
due to vacation, holiday, illness, incapacity (including Disability), 
layoff, jury duty, military duty, or leave of absence. No more than 501 
Hours of Service will be credited under this paragraph for any single 
continuous period (whether or not such period occurs in a single 
computation period). Hours under this paragraph will be calculated and 
credited pursuant to section 2530.200b-2 of the Department of Labor 
Regulations which are incorporated herein by this reference; and

(C) Each hour for which back pay, irrespective of mitigation of damages, 
is either awarded or agreed to by the Employer or an Affiliate. The same 
Hours of Service will not be credited both under subparagraph (A) or 
subparagraph (B), as the case may be, and under this subparagraph (C). 
These hours will be credited to the Employee for the Year of Service or 
other computation period to which the award or agreement
pertains rather than the Year of Service or other computation period in 
which the award, agreement or payment is made.

If the Employer elects in the Adoption Agreement the elapsed time 
method, an Hour of Service is an hour for which an Employee is paid, or 
entitled to payment, for the performance of duties for the Employer or 
an Affiliate.

With respect to both the hourly record method and the elapsed time 
method, in addition to service with an Affiliate, Hours of Service will 
also be credited for any individual considered an Employee for purposes 
of this Plan under Code Section 414(n).

5
1.51     Immediately Distributable: A Participant's Account is 
Immediately Distributable if any part of such Account could be 
distributed to the Participant or Participant's Surviving Spouse before 
the Participant attains (or would have attained if not deceased) the 
later of Normal Retirement Age or age 62.

1.52     Investment Manager: Any person appointed by the Trustee or, 
with respect to Participant-Directed Assets, by the Participant or 
Beneficiary having the power to direct the investment of such assets, to 
serve as such in accordance with Section 10.8.

1.53     Key Employee: Any Employee or former Employee (and the 
beneficiaries of such Employee) who at any time during the 
"determination period" was (A) an officer of the Employer or Affiliate, 
having an annual Compensation greater than 50% of the Defined Benefit 
Dollar Limitation for any Plan Year within the "determination 
period";(B) an owner (or considered an owner under Code Section 318) of 
one of the ten largest interests in the Employer or Affiliate if such 
individual's Compensation exceeds 100% of the dollar limitation under 
Code Section 415(c)(1)(A); (C) a "5% owner" (as defined in Code Section 
416(i)) of the Employer or Affiliate; or (D) a "1% owner" (as defined in 
Code Section 416(i)) of the Employer or Affiliate who has an annual 
Compensation of more than $150,000. Annual Compensation means 
compensation as defined in Code Section 415(c)(3), but including amounts 
contributed by the Employer pursuant to a salary reduction agreement 
which are excludible from the Employee's gross income under Code Section 
125, Code Section 402(a)(8), Code Section 402(h) or Code Section 403(b). 
The "determination period" is the Plan Year containing the 
"determination date" and the four preceding Plan Years. The 
"determination date" for the first Plan Year is the last day of that 
Plan Year, and for any subsequent Plan Year is the last day of the 
preceding Plan Year. The determination of who is a Key Employee will be 
made in accordance with Code Section 416(i).

1.54      Leased Employee: Any individual (other than an Employee of the 
recipient Employer or Affiliate) who, pursuant to an agreement between 
the Employer or Affiliate and any other person (the "leasing 
organization") has performed services for the Employer (or for the 
Employer or Affiliate and "related persons" determined in accordance 
with Code Section 414(n)(6)) on a substantially full-time basis for a 
period of at least one year, which services are of a type historically 
performed, in the business field of the recipient Employer or Affiliate, 
by employees. Contributions or benefits provided a Leased Employee by 
the leasing organization which are attributable to services performed 
for the recipient Employer or Affiliate shall be treated as provided by 
the recipient Employer.

1.55      Limitation Year: The Limitation Year as specified in the 
Adoption Agreement All Qualified Plans maintained by the Employer must 
use the same Limitation Year. If the Limitation Year is amended to a 
different 12-consecutive month period, the new Limitation Year must 
begin on a date within the Limitation Year in which the amendment is 
made.

1.56     Master or Prototype Plan: A plan the form of which is the 
subject of a favorable opinion letter from the Internal Revenue Service.

1.57      Matching 401(k) Contribution: Any contribution made by the 
Employer to this and/or any other Defined Contribution Plan for the Plan 
Year, by reason of the Participant's 401(k) Election, and allocated to a 
Participant's Matching 401(k) Contributions Account or to a comparable 
account in another Defined Contribution Plan. Matching 401(k) 
Contributions are subject to the distribution provisions applicable to 
Employer Accounts in the Plan.

1.58      Matching 401(k) Contributions Account: The Account established 
for a Participant pursuant to Section 3.8.4.

1.59     Matching Thrift Contributions: Any contribution made by the 
Employer for the Plan Year by reason of Employee Thrift Contributions. 
Matching Thrift Contributions shall be subject to the distribution 
provisions applicable to Employer Accounts in the Plan.

1.60     Matching Thrift Contributions Account: The Account established 
for a Participant pursuant to Section 3.8.5.

1.61     Net Profits: The current and accumulated profits of the 
Employer from the trade or business of the Employer with respect to 
which the Plan is established, as determined by the Employer before 
deductions for federal, state and local taxes on income and before 
contributions under the Plan or any other Qualified Plan.

1.62     Nonhighly Compensated Employee: An Employee of the Employer who 
is neither a Highly Compensated Employee nor a Family Member.

1.63     Nonvested Separation: Termination of Employment of a 
Participant whose vested percentage in each Employer Account is 0%.

1.64     Normal Retirement Age: The age specified in the Adoption 
Agreement Notwithstanding the Employer's election in the Adoption 
Agreement, if, for Plan Years beginning before January 1,1988, Normal 
Retirement Age was determined with reference to the anniversary of the 
participation commencement date (more than 5 but not to exceed 10 
years), the anniversary date for Participants who first commenced 
participation under the Plan before the first Plan Year beginning on or 
after January 1,1988, shall be the earlier of (A) the tenth anniversary 
of the date the Participant commenced participation in the Plan (or such 
anniversary as had been elected by the Employer, if less than 10) or (B) 
the fifth anniversary of the first day of the first Plan Year beginning 
on or after January 1,1988.

1.65     Owner-Employee: An individual who is a sole proprietor, if the 
Employer is a sole proprietorship, or if the Employer is a partnership, 
a partner owning more than 10% of either the capital interest or the 
profits interest in the Employer; provided that where this Plan refers 
to an Owner-Employee in the context of a trade or business other than 
the trade or business with respect to which the Plan is adopted, the 
term Owner-Employee means a person who would be an Owner-Employer as 
defined above if that other trade or business was the Employer.

6
1.66     Partially Vested Separation: Termination of Employment of a 
Participant whose vested percentage in any Employer Account is less than 
100% but greater than 0%.

1.67     Participant: An Employee who has commenced, but not terminated, 
participation in the Plan as provided in Article II.

1.68     Participant Contributions Account: The Participant's 
Participant Voluntary Nondeductible Contributions Account and/or 
Employee Thrift
Contributions Account, as the case may be.

1.69     Participant-Directed Assets: The assets of an Account which are 
invested, as described in Section 10.5.1, according to the direction of 
the Participant or the Participant's Beneficiary, as the case may be, in 
either individually selected investments or in commingled funds or in 
shares of regulated investment companies.

1.70     Participant Voluntary Nondeductible Contributions: Any 
voluntary nondeductible contributions made in cash by a Participant to 
this Plan other than Employee Thrift Contributions.

1.71     Participant Voluntary Nondeductible Contributions Account: The 
Account established for a Participant pursuant to Section 3.8.6.

1.72     Participating Affiliate: Any Affiliate or any other employer 
designated as such by the Employer, and, by duly authorized action, that 
has adopted the Plan with the consent of the Employer and has not 
withdrawn therefrom.

1.73     Period of Severance: For purposes of the hourly records method, 
a Period of Severance is a period equal to the number of consecutive 
Plan Years or, with respect to eligibility, the applicable computation 
period under the definition of Year of Service, in which an Employee has 
500 Hours of Service or less. The Period of Severance shall be 
determined on the basis of Hours of Service and shall commence with the 
first Plan Year in which the Employee has 500 Hours of Service or less. 
With respect to any period of absence during which a Period of Severance 
does not commence, the Participant shall be credited with the Hours of 
Service (up to a maximum of 501 Hours of Service in a Plan Year) which 
would otherwise have been credited to him or her but for such absence, 
or if such Hours of Service cannot be determined, 8 Hours of Service for 
each day of absence.

For purposes of the elapsed time method, a Period of Severance is a 
continuous period of at least 12-consecutive months during which an 
individual's Employment is not continuing, beginning on the date an 
Employee retires, quits or is discharged or, if earlier, the first 12-
month anniversary of the date that the individual is otherwise first 
absent from service (with or without pay) for any other reason, and 
ending on the date the individual again performs an Hour of Service.

Anything in the definition thereof to the contrary notwithstanding, a 
Period of Severance shall not commence if the Participant is:

(A) On an authorized leave of absence in accordance with standard 
personnel policies applied in a nondiscriminatory manner to all 
Employees similarly situated and returns to active Employment by the 
Employer

or Affiliate immediately upon the expiration of such leave of absence;

(B) On a military leave while such Employee's re-employment rights are 
protected by law and returns to active Employment within ninety days 
after his or her discharge or release (or such longer period as may be 
prescribed by law); or

(C) Absent from work by reason of (i) the pregnancy of the Employee, 
(ii) the birth of a child of the Employee, or (iii) the placement of a 
child with the Employment in connection with the adoption of such child 
by such Employee, or (iv) the care of such child for a period beginning 
immediately following such birth or placement In determining when such a 
Participant's Period of Severance begins, the Participant will be 
credited with (i) for purposes of the elapsed time method, the 12-
consecutive month period beginning on the first anniversary of the first 
date of such absence; or (ii) for purposes of the hourly records method, 
the Hours of Service he or she would normally have had but for such 
absence, or if such Hours cannot be determined, eight Hours of Service 
for each day of such absence; provided, however, that such Hours of 
Service shall not exceed 501 and shall be credited only in the year in 
which such absence began if such crediting would prevent the Participant 
from incurring a Period of Severance in that year, or in any other case, 
shall be credited in the immediately following year.

1.74      Plan: The plan established by the Employer in the form of this 
Prototype Plan and the applicable Adoption Agreement executed by the 
Employer. The Plan shall have the name specified in the Adoption 
Agreement

1.75      Plan Year: Each 12-consecutive month period ending on the date 
s-fled in the Adoption Agreement, during any part of which the Plan is 
in effect.

7
1.76      Prototype Plan: The Merrill Lynch Special Prototype Defined 
Contribution Plan set forth in this document, as amended or restated 
from time to time.

1.77     Qualified Joint and Survivor Annuity: An immediate annuity for 
the life of Participant with a survivor annuity continuing after the 
Participant's death to the Participant's Surviving Spouse for the 
Surviving Spouse's life in an amount equal to 50% of the amount of the 
annuity payable during the joint lives of the Participant and such 
Surviving Spouse and which is the actuarial equivalent of a single life 
annuity which could be provided for the Participant under an Annuity 
Contract purchased with the aggregate vested Account Balances of the 
Participant's Accounts at the Benefit Commencement Date.

1.78      Qualified Matching Contributions: Matching Contributions 
which, pursuant to the election made by the Employer, and in accordance 
with Code Section 401(m), are nonforfeitable when made and subject to 
the limitation on distribution set forth in the definition of Qualified 
Nonelective Contributions.

1.79     Qualified Matching Contributions Account: The Account 
established for a Participant pursuant to Section 3.8.7.

1.80     Qualified Nonelective Contributions: Contributions (other than 
Matching 401(k) Contributions, Qualified Matching 401(k) Contributions 
or Elective Deferrals), if any, made by the Employer which the 
Participant may not elect to receive in cash until distributed from the 
Plan, which are nonforfeitable when made, and which are not 
distributable under the terms of the Plan to Participants or their 
Beneficiaries earlier than the earlier of:

(A) termination of Employment, death, or Disability of the Participant;

(B) attainment of the age 59-1/2 by the Participant;

(C) termination of the Plan without establishment of another Defined 
Contribution Plan by the Employer or an Affiliate;

(D) disposition by the Employer or Participating Affiliate to an 
unrelated corporation of substantially all of its assets used in a trade 
or business if such unrelated corporation continues to maintain this 
Plan after the disposition but only with respect to Employees who 
continue employment with the acquiring unrelated entity. The sale of 85% 
of the assets used in a trade or business will be deemed a sale of 
"substantially all" the assets used in a trade or business;

(E) sale by the Employer to an unrelated entity of its interest in an 
Affiliate if such unrelated entity continues to maintain the Plan but 
only with respect to Employees who continue employment with such 
unrelated entity; and effective for Plan Years beginning before January 
1, 1989, upon the hardship of the Participant.

1.81    Qualified Nonelective Contributions Account: The Account 
established for a Participant pursuant to Section 3.8.7. 

1.82    Qualified Plan: A Defined Benefit Plan or Defined Contribution 
Plan.

1.83     Qualified Employer Securities: Employer securities, as that 
term is defined in ERISA Section 407(d)(5).

1.84      Rollover Contribution: A contribution described in Section 
3.4.

1.85     Rollover Contributions Account: The Account established for a 
Participant pursuant to Section 3.8.9.

1.86     Self-Employed Individual: An individual who has Earned Income 
for the Plan Year involved from the trade or business for which the Plan 
is established, or who would have had such Earned Income but for the 
fact that the trade or business with respect to which the Plan is 
established had no Net Profits for that Plan Year.

1.87     Social Security Retirement Age: Age 65 in the case of a 
Participant attaining age 62 before January 1, 2000 (i.e. born before 
January 1, 1938), age 66 for a Participant attaining age 62 after 
December 31,1999, and before January 1,2017 (i.e. born after December 
31, 1937, but before January 1, 1955), and age 67 for a Participant 
attaining age 62 after December 31, 2016 (i.e., born after December 
31,1954).

1.88     Sponsor: The mass submitter, Merrill Lynch Pierce, Fenner & 
Smith Incorporated and any successor thereto, and any other qualifying 
sponsoring organization who sponsors with the consent of the mass 
submitter, the Prototype Plan and makes the Prototype Plan available for 
adoption by Employers.

1.89     Spouse: The person married to a Participant, provided that a 
former spouse will be treated as the Spouse to the extent provided under 
a "qualified domestic relations order" (or a "domestic relations order" 
treated as such) as referred to in Section 12.6.

1.90     Surviving Spouse: The person married to a Participant on the 
earliest of:

(A) the date of the Participant's death; (B) the Participant's Benefit 
Commencement Date; or (C) the date on which an Annuity Contract is 
purchased for the Participant providing benefits under the Plan;
8
Anything contained herein to the contrary notwithstanding, a former 
spouse will be treated as the Surviving Spouse to the extent provided 
under a "qualified domestic relations order" (or a "domestic relations 
order" treated as such) as referred to in Section 12.6.

1.91     Taxable Wage Base: The maximum amount of earnings which may be 
considered "wages" for the Plan Year involved under Code Section 
3121(a)(1).

1.92      Transferred Account: The Account established for a Participant 
pursuant to Section 3.8.10.

1.93      Trust: The trust established under the Plan to which Plan 
contributions are made and in which Plan assets are held.

1.94      Trust Fund: The assets of the Trust held by or in the name of 
the Trustee.

1.95     Trustee: The person appointed as Trustee pursuant to Article X 
and any successor Trustee.

1.96     Valuation Date: The last business day of each Plan Year, the 
date s-fled in the Adoption Agreement or determined pursuant to Section 
10.6, if applicable, and each other date as may be determined by the 
Administrator.

1.97     Vesting Service: The Years of Service credited to a Participant 
under Article IV for purposes of determining the Participant's vested 
percentage in any Employer Account established for the Participant.

1.98     Years of Service: If the Employer elects the hourly records 
method in the Adoption Agreement, an Employee shall be credited with one 
Year of Service for each Plan Year in which he or she has 1,000 Hours of 
Service. Solely for purposes of eligibility to participate, an Employee 
shall be credited with a Year of Service on the last day of the 12-
consecutive month period which begins on the first day on which he or 
she has an Hour of Service, if he or she has at least 1,000 Hours of 
Service in that period. If an Employee fails to be credited with a Year 
of Service on such date, he or she shall be credited with a Year of 
Service on the last day of each succeeding 12-consecutive month period.

If the Employer elects the elapsed time method in the Adoption 
Agreement, the Employee's Years of Service shall be a span of service 
equal to the sum of:

(A) the period commencing on the date the Employee first performs an 
Hour of Service and ending on the date he or she quits, retires, is 
discharged, dies, or if earlier, the 12-month anniversary of the date on 
which the Employee was otherwise first absent from service (with or 
without pay) for any other reason; and

(B) (i) if the Employee quits, retires, or is discharged, the period 
commencing on the date the Employee terminated his or her Employment and 
ending on the first date on which he or she again performs an Hour of 
Service, if such date is within 12 months of the date on which he or she 
last performed an Hour of Service; or

(ii) if the Employee is absent from work for any other reason and, 
within 12 months of the first day of such absence, the Employee quits, 
retires or is discharged, the period commencing on the first day of such 
absence and ending on the first day he or she again performs an Hour of 
Service if such day is within 12 months of the date his or her absence 
began.

With respect to both the elapsed time method and the hourly record 
method, service with a predecessor employer, determined in the manner in 
which the rules of this Plan would have credited such service had the 
Participant earned such service under the terms of this Plan, may be 
included in Years of Service, as s-fled in the Adoption Agreement.

ARTICLE II PARTICIPATION

2.1     Admission as a Participant

2.1.1     An Eligible Employee shall become a Participant on the Entry 
Date coincident with or next following the date on which he or she meets 
the eligibility requirements s-fled in the Adoption Agreement; provided, 
however that

(A) an Eligible Employee who has met the eligibility requirements as of 
the first day of the Plan Year in which the Plan is adopted as a new 
Plan shall become a Participant as of such date;

(B) an Eligible Employee who had met the eligibility requirements of a 
plan that is restated and/or amended to become this Plan shall become a 
Participant as of the date this Plan is adopted; and

(C) if selected in the Adoption Agreement, an Eligible Employee shall 
become a Participant on the effective date of the Plan providing he or 
she is an Eligible Employee on such date.

9
2.1.2      An Employee who did not become a Participant on the Entry 
Date coincident with or next following the day on which he or she met 
the eligibility requirements because he or she was not then an Eligible 
Employee shall become a Participant on the first day on which he or she 
again becomes an Eligible Employee unless determined otherwise in 
accordance with Section 2.3.1 of the Plan.

2.1.3      If the Plan includes a CODA or thrift feature, in addition to 
the participation requirements set forth in Section 2.1.1, an Eligible 
Employee shall become a Participant upon filing his or her 4O1(k) 
Election or election to make Employee Thrift Contributions with the 
Administrator. An election shall not be required if the Employer has 
elected to make contributions to an Employer Account and/or Qualified 
Nonelective Contributions with respect to all Eligible Participants.

2.1.4      An individual who has ceased to be a Participant and who 
again becomes an Eligible Employee shall become a Participant 
immediately upon reemployment as an Eligible Employee unless determined 
otherwise in accordance with Section 23.1 of the Plan.

2.2      Rollover Membership and Trust to Trust Transfer

An Eligible Employee who makes a Rollover Contribution or a trust to 
trust transfer shall become a Participant as of the date of such 
contribution or transfer even if he or she had not previously become a 
Participant Such an Eligible Employee shall be a Participant only for 
the purposes of such Rollover Contribution or transfer and shall not be 
eligible to share in contributions made by the Employer until he or she 
has become a Participant in accordance with Section 2.1.

2.3       Crediting of Service for Eligibility Purposes

2.3.1     For purposes of eligibility to participate, an Eligible 
Employee or Participant without any vested interest in any Employer 
Account and without an Elective Deferrals Account who terminates 
Employment shall lose credit for his or her Years of Service prior to 
such termination of Employment if his or her Period of Severance equals 
or exceeds five years or, if greater, the aggregate number of Years of 
Service.

2.3.2     For purposes of eligibility to participate, a Participant who 
has a vested interest in any Employer Account and who terminates 
Employment shall retain credit for his or her Years of Service prior to 
such termination of Employment without regard to the length of his or 
her Period of Severance. In the event such Participant returns to 
Employment, he or she shall participate immediately.

2.3.3     A former Eligible Employee who was not a Participant who again 
becomes an Eligible Employee with no Years of Service to his or her 
credit shall be treated as a new Employee.

2.4     Termination of Participation

A Participant shall cease to be a Participant

(A) upon his or her death;

(B) upon the payment to him or her of all nonforfeitable benefits due to 
him or her under the Plan, whether directly or by the purchase of an 
Annuity Contract; or

(C) upon his or her Nonvested Separation.

2.5     Limitation for Owner-Employee

2.5.1   If the Plan provides contributions or benefits for one or more 
Owner-Employees who control the trade or business for which this Plan is 
established and who also control as an Owner-Employee or as Owner-
Employees one or more other trades or businesses, this Plan and the plan 
established for each such other trade or business must, when looked at 
as a single plan, satisfy the requirements of Code Sections 401 (a) and 
(d) with respect to the employees of this and all of such other trades 
or businesses.

2.5.2   If the Plan provides contributions or benefits for one or more 
Owner-Employees who control as an Owner-Employee or as Owner-Employees 
one or more other trades or businesses, the employees of the other 
trades or businesses must be included in a plan which satisfies the 
requirements of Code Sections 401 (a) and (d) and which provides 
contributions and benefits for the employees of such other trades or 
businesses not less favorable than the contributions and benefits 
provided for Owner-Employees under this Plan.

2.5.3    If an individual is covered as an Owner-Employee under the 
plans of two or more trades or businesses which are not controlled and 
the individual controls a trade or business, then the contributions or 
benefits of the employees under the plan of the trades or businesses 
which are controlled must be as favorable as those provided for such 
individual under the most favorable plan of the trade or business which 
is not controlled.

10
2.5.4   For purposes of the preceding three subsections, an Owner-
Employee, or two or more Owner-Employees, will be considered to control 
a trade or business if the Owner-Employee, or two or more Owner-
Employees together:

(A)	own the entire interest in an unincorporated trade or business, or

(B) in the case of a partnership, own more than 50% of either the 
capital interest or the profits interest in the partnership.

For purposes of the preceding sentence, an Owner-Employee, or two or 
more Owner-Employees, shall be treated as owning any interest in a 
partnership which is owned, directly or indirectly, by a partnership 
which such Owner-Employee, or such two or more Owner-Employees, are 
considered to control within the meaning of the preceding sentence.

2.6     Corrections with Regard to Participation

2.6.1   If in any Plan Year an Eligible Employee who should be included 
as a Participant in the Plan is erroneously omitted and discovery of 
such omission is not made until after a contribution by the Employer for 
the year has been made, the Employer shall make a subsequent 
contribution with respect to the omitted Eligible Employee in the amount 
which would have contributed with respect to such Eligible Employee had 
he or she not been omitted. Such contribution shall be made whether or 
not it is deductible in whole or in part in any taxable year under 
applicable provisions of the Code. It shall be the responsibility of the 
Employer and Administrator to take any and all actions as required by 
this Section 26.1.

2.6.2   If in any Plan Year any person who should not have been included 
as a Participant in the Plan is erroneously included and discovery of 
such incorrect inclusion is not made until after a contribution for the 
year has been made, the amount contributed on behalf of such ineligible 
person shall constitute a forfeiture for the Plan Year in which the 
discovery is made. It shall be the responsibility of the Employer and 
Administrator to take any and all actions as required by this Section 
2.6.2.

2.7     Provision of Information

Each Employee shall execute such forms as may reasonably be required by 
the Administrator, and shall make available to the Administrator any 
information the Administrator may reasonably request in this regard. By 
virtue of his or her participation in this Plan, an Employee agrees, on 
his or her own behalf and on behalf of all persons who may have or claim 
any right by reason of the Employee's participation in the Plan, to be 
bound by all provisions of the Plan.

ARTICLE III

CONTRIBUTIONS AND ACCOUNT
ALLOCATIONS

3.1	Employer Contributions and Allocations

3.1.1   If the Plan is a profit-sharing plan, the Employer will 
contribute cash and/or Qualifying Employer Securities to the Trust Fund, 
in such amount, if any, as specified in the Adoption Agreement and with 
respect to Qualifying Employer Securities as is consistent with Sections 
10.4.2 and 10A.3. If the Plan is a profit-sharing plan, Net Profits may 
be necessary for an Employer to make contributions, as s-fled in the 
Adoption Agreement Employer Contributions for a Plan Year will be 
allocated no later than the last day of the Plan Year to the Employer 
Contributions Account of Participants eligible for an allocation in the 
manner s-fled in the Adoption Agreement A not-for-profit corporation may 
adopt a profit-sharing plan as an incentive plan; provided, however, 
that such a plan may not contain a CODA feature unless otherwise 
permitted by law.

3.1.2   If the Plan is a money purchase pension plan, the Employer will 
contribute cash to the Trust Fund in an amount equal to that percentage 
of the Compensation of each Participant eligible for an allocation of 
Employer contributions for that Plan Year as s-fled in the Adoption 
Agreement Employer Contributions for the Plan Year will be allocated as 
of the last day of the Plan Year to the Employer Contributions Accounts 
of Participants eligible for an allocation and entitled to share in such 
contributions in the manner s-fled in the Adoption Agreement

3.1.3    If the Plan is a target benefit plan, the Employer will 
contribute cash to the Trust Fund in an amount s-fled in the Adoption 
Agreement The amount contributed with respect to the targeted benefit of 
each Participant eligible for an allocation for that Plan Year will be 
allocated as of the last day of the Plan Year to the Participant's 
Employer Contributions Account in the manner s-fled in the Adoption 
Agreement

3.1.4   If the Employer elects in the Adoption Agreement to make 
contributions on behalf of a Participant whose Employment terminated due 
to Disability, "Compensation" shall mean, with respect to such 
Participant, the Compensation he or she would have received for the 
entire calendar  year in which the Disability occurred if he or she had 
been paid for such year at the rate at which he or she was being paid 
immediately prior to such Disability. Employer Contributions may be 
taken into account only if the Participant is a Nonhighiy Compensated 
Employee and contributions made on his or her behalf are nonforfeitable.

3.1.5    If an Employer has adopted more than one Adoption Agreement, or 
has adopted a plan pursuant to the Merrill Lynch Special Prototype 
Defined Benefit Plan and Trust, only one Adoption Agreement may be 
integrated with Social Security.

11
3.1.6    For purposes of the Plan, contributions provided by the 
"leasing organization" referred to in Section 1.37 of a Leased Employee 
which are attributable to services performed for the Employer shall be 
treated as provided by the Employer.

3.2     Participant Voluntary Nondeductible Contributions

3.2.1   If elected by the Employer in the Adoption Agreement, each 
Participant while actively employed may make Participant Voluntary 
Nondeductible Contributions in cash in a dollar amount or a percentage 
of Compensation which does not, when included in the Contribution 
Percentage Amount, exceed the limitations set forth in Code Section 
401(m).

3.2.2   Participant Voluntary Nondeductible Contributions shall be made 
in accordance with rules and procedures adopted by the Administrator.

3.3     Rollover Contributions and Trust to Trust Transfers

3.3.1  Any Eligible Employee or Participant may make a Rollover 
Contribution under the Plan. A Rollover Contribution shall be in cash or 
in other property acceptable to the Trustee and shall be a contribution 
attributable to (a) a "qualified total distribution" (as defined in Code 
Section 402(a)(5)), distributed to the contributing Employee under Code 
Section 402(a)(5) from a Qualified Plan or distributed to the Employee 
under Code Section 403(a)(4) from an "employee annuity" or referred to 
in that section, or (b)a payout or distribution to the Employee referred 
to in Code Section 408(d)(3) from an "individual retirement account" or 
an "individual retirement annuity" described, respectively, in Code 
Section 408(a) or Section 408(b consisting exclusively of amounts 
attributable to "qualified total distributions" (as defined in Code 
Section 402(a)(5)) from a Qualified Plan. The Plan shall not accept a 
Rollover Contribution attributable to any accumulated deductible 
employee contributions as defined by Code Section 72(o)(5)(B). The 
Trustee may condition acceptance of a Rollover Contribution upon receipt 
of such documents as it may require. In the event that an Employee makes 
a contribution pursuant to this Section 3.3 intended to be a Rollover 
Contribution but which did not qualify as a Rollover Contribution, the 
Trustee shall distribute to the Employee as soon as practicable after 
that conclusion is reached the entire Account balance in his or her 
Rollover Contributions Account deriving from such contributions 
determined as of the valuation date coincident with or immediately 
preceding such discovery.

3.3.2   Any Eligible Employee or Participant may direct the 
Administrator to direct the Trustee to accept a transfer to the Trust 
Fund from another trust established pursuant to another Qualified Plan 
of all or any part of the assets held in such other trust. The Plan 
shall not accept a direct transfer attributable to accumulated 
deductible employee contributions as defined by Code Section 
72(o)(5)(B). The Trustee may condition acceptance of such a trust to 
trust transfer upon receipt of such documents as it may require.

3.4     Section 401(k) Contributions and Account Allocations

3.4.1     Elective Deferrals

(A) Amount of Elective Deferrals

Subject to the limitations contained in Section 3.4.2, the Employer will 
contribute cash to the Trust Fund in an amount equal to:

(i) as specified on the Participant's 401(k) Election form, the specific 
dollar amount, or the deferral percentage multiplied by each such 
Participant's Compensation; or

(ii) a bonus contribution made pursuant to Section 3.4.1 (C).

(B) The amount elected by a Participant pursuant to a 401 (k) Election 
shall be determined within the limits s-fled in the Adoption Agreement 
The 401(k) Election shall be made on a form provided by the 
Administrator but no election shall be effective prior to approval by 
the Administrator. The Administrator may reduce the amount of any 401 
(k) Election, or make such other modifications as necessary, so that the 
Plan complies with the provisions of the Code. A Participant's 401(k) 
Election shall remain in effect until modified or terminated. 
Modification or termination of a 401(k) Election shall be made at such 
time as specified in the Adoption Agreement.

(C) If elected by the Employer in the Adoption Agreement, an Eligible 
Employee may make a 401(k) Election to have an amount withheld up to the 
amount of any bonus payable for such Plan Year and direct the Employer 
to contribute the amount so withheld to his or her Elective Deferrals 
Account.

3.42   Limitation on Elective Deferrals

(A) Maximum Amount of Elective Deferrals and Distribution of Excess 
Elective Deferrals

(i) No Participant shall be permitted to have Elective Deferrals made 
under this Plan, or any other Qualified Plan maintained by the Employer, 
during any Plan Year in excess of the dollar limitation contained in 
Code Section 402(g) in effect at the beginning of the Participant's 
taxable year.

12
(ii) Notwithstanding any other provision of the Plan, Excess Elective 
Deferrals made to this Plan or assigned to this Plan, plus any income 
and minus any loss allocable thereto, shall he distributed no later than 
April 15, 1988, and each April 15 thereafter, to Participants to whose 
accounts Excess Elective Deferrals were designated for the preceding 
Plan Year and who claim Excess Elective Deferrals for such taxable year. 
Excess Elective Deferrals shall be treated as Annual Additions.

(iii)  Claims.  A Participant may designate to this Plan any amount of 
his or her Elective Deferrals as Excess Elective Deferrals during his or 
her taxable year. A Participant's claim shall he in writing, shall he 
submitted to the Administrator no later than March 1, shall specify the 
Participant's Excess Elective Deferral for the preceding Plan Year, and 
shall be accompanied by the Participant's written statement that if such 
amounts are not distributed, such Excess Elective Deferral, when added 
to amounts deferred under other plans or arrangements described in Code 
Section 401(k), Code Section 408(k:), Code Section 403(b,) or Code 
Section 457, exceeds the limit imposed on the Participant by Code 
Section 402(g) for the year in which the deferral occurred. A 
Participant is deemed to notify the Administrator of any Excess Elective 
Deferrals that arise by taking into account only those Elective 
Deferrals made to this Plan and any other plans of the Employer or an 
Affiliate.

(iv) Determination of Income or Loss. Excess Elective Deferrals shall be 
adjusted for income or loss up to the date of distribution. The income 
or loss allocable to Participant's Excess Elective Deferrals is the sum 
of:
(1) the income or loss allocable to the Participant's Elective Deferrals 
Account for the Participant's taxable year multiplied by a fraction, the 
numerator of which is the Participant's Excess Elective Deferrals for 
the Participant's taxable year and the denominator of which is the 
Account Balance of the Participant's Elective Deferrals Account without 
regard to any income or loss occurring during such taxable year; and (2) 
ten percent of the amount determined under (1) multiplied by the number 
of whole calendar months between the end of the Participant's taxable 
year and the date of distribution, counting the month of distribution if 
distribution occurs after the 15th of such month.

Anything in the preceding paragraph of this Section 3.4.2(A)(iv) to the 
contrary notwithstanding, any reasonable method for computing the income 
or loss allocable to Excess Elective Deferrals may be used, provided 
that such method is used consistently for all Participants and for all 
corrective distributions under the Plan, and is used by the Plan for 
allocating income or loss to Participants' Accounts. Income or loss 
allocable to the period between the end of the taxable year and the date 
of distribution may he disregarded in determining income or loss.

(B) ADP Test

The Average Actual Deferral Percentage for Highly Compensated Employees 
for each Plan Year and the Average Actual Deferral Percentage for 
Nonhighly Compensated Employees for the same Plan Year must satisfy one 
of the following tests:

(i) The Average Actual Deferral Percentage for Eligible Participants who 
are Highly Compensated Employees for the Plan Year shall not exceed the 
Average Actual Deferral Percentage for Eligible Participants who are 
Nonhighly Compensated Employees for the Plan Year multiplied by 1.25; or

(ii) The Average Actual Deferral Percentage for Eligible Participants 
who are Highly Compensated Employees for the Plan Year shall not exceed 
the Average Actual Deferral Percentage for Eligible Participants who are 
Nonhighly Compensated Employees for the Plan Year multiplied by 2.0; 
provided that the Average Actual Deferral Percentage for Eligible 
Participants who are Highly Compensated Employees does not exceed the 
Average Actual Deferral Percentage for Participants who are Nonhighly 
Compensated Employees by more than two percentage points.

(C)  Special Actual Deferral Percentage Rules

(i) The Actual Deferral Percentage for any Eligible Participant who is a 
Highly Compensated Employee for the Plan Year and who is eligible to 
have Elective Deferrals and Qualified Matching Contributions or 
Qualified Nonelective Contributions, or both, if treated as Elective 
Deferrals for purposes of the ADP Test, allocated to his or her accounts 
under two or more plans or arrangements described in Code Section 4O1(k) 
that are maintained by the Employer shall be determined as if all such 
Elective Deferrals, Qualified Matching Contributions and Qualified 
Nonelective Contributions were made under a single arrangement. If a 
Highly Compensated Employee participates in two or more cash or deferred 
arrangements that have different plan years, all cash or deferred 
arrangements ending with or within the same calendar year shall be 
treated as a single arrangement.

(ii) In the event that this Plan satisfies the requirements of Code 
Section 401(k), Code Section 401(a)(4) or Code Section 410(b) only if 
aggregated with one or more other qualified plans, or if one or more 
other qualified plans satisfy the requirements of such Code Sections 
only if aggregated with this Plan, then this Section shall be applied by 
determining the Actual Deferral Percentage of Employees as if all such 
qualified plans were a single qualified plan. For Plan Years beginning 
after December 31,1989, plans may be aggregated in order to satisfy Code 
Section 401(k) only if they have the same plan year.

13
(iii) For purposes of determining the Actual Deferral Percentage of an 
Eligible Participant who is a 5% owner or one of the ten most highly 
paid Highly Compensated Employees, the Elective Deferrals (and Qualified 
Matching Contributions or Qualified Nonelective Contributions, or both 
if treated as Elective Deferrals for purposes of one of the tests 
referred to in Section 3.4.2(B)) and CODA Compensation of such 
Participant shall include the Elective Deferrals (and, if applicable, 
Qualified Matching Contributions, Qualified Nonelective Contributions) 
and CODA Compensation for the Plan Year of Family Members. Family 
Members with respect to such Highly Compensated Employees shall be 
disregarded as separate employees in determining the Actual Deferral 
Percentage both for Eligible Participants who are Nonhighly Compensated 
Employees and for Eligible Participants who are Highly Compensated 
Employees.

(iv) For purposes of determining the ADP Test, Elective Deferrals, 
Qualified Matching Contributions, and Qualified Nonelective must be made 
before the last day of the 12-month period immediately following the 
Plan Year to which such contributions relate.

(v) The Employer shall maintain records sufficient to demonstrate 
satisfaction of the ADP Test and the amount of Qualified Nonelective 
Contributions and/or Qualified Matching Contribution used in such test.

(vi) The determination and treatment of the Elective Deferrals, 
Qualified Matching Contributions, and Qualified Nonelective 
Contributions, used in the ADP Test shall satisfy such other 
requirements as may be prescribed by the Secretary of the Treasury.

(D) Distribution of Excess Contributions

(i) In General. Notwithstanding any other provision of the Plan except 
Section 3.4.2(E), Excess Contributions, plus any income and minus any 
loss allocable thereto, shall be distributed no later than the last day 
of each Plan Year beginning after December 31, 1987, to Participants to 
whose Accounts Elective Deferrals, Qualified Matching Contributions, and 
Qualified Nonelective Contributions were allocated for the preceding 
Plan Year.1  Excess Contributions of Participants who are subject to the 
Family Member aggregation rules shall be allocated among the Family 
Members in proportion to the Elective Deferrals (and amounts treated as 
Elective Deferrals) of each Family Member that is combined to determine 
the combined Actual Deferral Percentage. Excess Contributions shall be 
treated as Annual Additions.

(ii) Determination of Income or Loss. Excess Contributions shall be 
adjusted for any income or loss up to the date of distribution. The 
income or loss allocable to Excess Contributions is the sum of: (1) the 
income or loss allocable to the Participant's Elective Deferrals Account 
(and, if applicable, the Qualified Nonelective Contributions Account or 
the Qualified Matching Contributions Account or both) for the Plan Year 
multiplied by a fraction, the numerator of which is such Participant's 
Excess Contributions for the year and the denominator of which is the 
Account Balances of Participants Elective Deferrals Account, Qualified 
Nonelective Contributions Account and Qualified Matching Contributions 
Account if any of such contributions are included in the ADP Test, 
without regard to any income or loss occurring during such Plan Year; 
and

1 Distribution of Excess Contributions on or before the last day of the 
Plan Year after the Plan Year in which such excess amounts arose is 
required under Code Section 401(k)(8) if the Plan is to maintain its 
tax-qualified status. However, if such excess amounts, plus any income 
and minus any loss allocable thereto, are distributed more than 2-1/2 
months after the last day of the Plan Year in which such excess amounts 
arose, then Code Section 4979 imposes a 10% excise tax on the employer 
maintaining the plan with respect to such amounts.

(2)10% of the amount determined under (1) multiplied by the number of 
whole calendar months between the end of the Plan Year and the date of 
distribution, counting the month of distribution if distribution occurs 
after the 15th of such month.

Anything in the preceding paragraph of this Section 3.4.2(D)(ii) to the 
contrary notwithstanding, any reasonable method for computing the income 
or loss allocable to Excess Contributions may be used, provided that 
such method is used consistently for all Participants and for all 
corrective distributions under the Plan for the Plan Year, and is used 
by the Plan for allocating income or loss to Participant's Accounts. 
Income or loss allocable to the period between the end of the Plan Year 
and the date of distribution may be disregarded in determining income or 
loss.

(iii) Accounting for Excess Contributions. Amounts distributed under 
this Section 3.4.2(D) shall first be distributed from the Participant's 
Elective Deferrals Account and Qualified Matching Contributions Account 
in proportion to the Participant's Elective Deferrals and Qualified 
Matching Contributions (to the extent used in the ADP Test) for the Plan 
Year. Excess Contributions shall be distributed from the Participant's 
Qualified Nonelective Contributions Account only to the extent that such 
Excess Contributions exceed the balance in the Participant's Elective 
Deferrals Account and Qualified Matching Contributions Account.

(E) In lieu of distributing Excess Contributions pursuant to the 
preceding Section 3.4.2(D), and as s-fled in the Adoption Agreement, the 
Employer may make special Qualified Nonelective Contributions on behalf 
of Nonhighly Compensated Employees that are sufficient to satisfy the 
ADP Test

(F) In lieu of distributing Excess Contributions, the Participant may 
treat his or her Excess Contributions as an amount distributed and then 
re-contributed by such Participant Recharacterized amounts are 100% 
nonforfeitable and subject to the same distribution requirements as 
Elective Deferrals. Amounts may not be recharacterized by a Highly 
Compensated Employee to the extent that such amount in combination with 
other amounts made to the Participant's Participant Contributions 
Account would exceed any stated limit on such contributions, as 
specified in the Adoption Agreement If Excess Contributions are 
recharacterized, they must be so no later than two and one half months 
after the last day of the Plan Year in which such Excess Contributions 
arose and they are deemed to occur no earlier than the date the last 
Highly Compensated Employee is informed in writing of the amount 
recharacterized and the consequences thereof. Recharacterieed amounts 
are taxable to the Participant for the tax year in which he or she would 
have received such contributions in cash.

14
(G) Under no circumstances may Elective Deferrals, Qualified Matching 
Contributions and Qualified Nonelective Contributions be contributed and 
allocated to the Trust later than the last day of the 12-month period 
immediately following the Plan Year to which such contributions relate.

3.5   Matching 401(k) Contributions

3.5.1  Amount of Matching Contributions Subject to the limitations 
contained in Sections 3.9 and 3.5.2, for each Plan Year the Employer 
will contribute in cash and/or Qualifying Employer Securities, Matching 
401(k) Contributions to the Trust Fund in an amount, if any, calculated 
by reference to the Participants' Elective Deferrals as specified in the 
Adoption Agreement.

3.51  Limitation on Contribution Percentage

(A)  ACP Test

The Average Contribution Percentage for Eligible Participants who are 
Highly Compensated Employees for the Plan Year and the Average 
Contributions Percentage for Eligible Participants who are Nonhighly 
Compensated Employees for the same Plan Year must satisfy one of the 
following tests:

(i) the Average Contribution Percentage for Eligible Participants who 
are Highly Compensated Employees for the Plan Year shall not exceed the 
Average Contribution Percentage for Eligible Participants who are 
Nonhighly Compensated Employees for the same Plan Year multiplied by 
1.25; or 

(ii) the Average Contribution Percentage for Eligible Participants who 
are Highly Compensated Employees shall not exceed the Average 
Contribution Percentage for Eligible Participants who are Nonhighly 
Compensated Employees by more than two percentage points or such lesser 
amount as the Secretary of the Treasury shall prescribe to prevent the 
multiple use of this alternative limitation with respect to any Highly 
Compensated Employee.

(B)  Special Average Contribution Percentage Rules

(i)  For purposes of this Section 3.5.2, the Contribution Percentage for 
any Eligible Participant who is a Highly Compensated Employee for the 
Plan Year and who is eligible to have Matching 401(k) Contributions or 
Matching Thrift Contributions, as the case may be (other than Qualified 
Matching Contributions), allocated to his or her account under two or 
more qualified plans described in Code Section 401 (a), or arrangements 
described in Code Section 401(k) shall be determined as if the total of 
such Contribution Percentage Amounts was made under each plan. If a 
Highly Compensated Employee participates in 2 or more cash or deferred 
arrangements that have different plan years, all cash or deferred 
arrangements ending with or within the same calendar year shall be 
treated as a single arrangement.

(ii) In the event that this Plan satisfies the requirements of Code 
Section 410(b,) only if aggregated with one or more other plans, or if 
one or more other plans satisfy the requirements of Code Section 410(b) 
only if aggregated with this Plan, then this Section 3.5.2 shall be 
applied by determining the Contribution Percentages of Employees as if 
all such plans were a single plan. For Plan Years beginning after 
December 31, 1989, plans may be aggregated in order to satisfy Code 
Section 401(m) only if they have the same plan year.

(iii) For purposes of determining the Contribution Percentage of an 
Eligible Participant who is a 5% owner or one of the 10 most highly-paid 
Highly Compensated Employees, the Contribution Percentage Amounts and 
the CODA Compensation of such Participant shall include the Contribution 
Percentage Amounts and CODA Compensation for the Plan Year of Family 
Members. Family Members with respect to Highly Compensated Employees 
shall be disregarded as separate employees in determining the 
Contribution Percentage both for Participants who are Nonhighly 
Compensated Employees and for Participants who are Highly Compensated 
Employees.

(iv) For purposes of determining the ACP Test, Matching 401(k) 
Contributions, Matching Thrift Contributions and Qualified Nonelective 
Contributions will be considered made for a Plan Year if made no later 
than the end of the 12-month period beginning on the day after the close 
of the Plan Year.

(v) The Employer shall maintain records sufficient to demonstrate 
satisfaction of the ACP Test and the amount of Qualified Nonelective 
Contributions or Qualified Matching Contributions, or both, used in such 
test.

(C) Multiple Use

If one or more Highly Compensated Employees participate in both a cash 
or deferred arrangement and a plan subject to the ACP Test and the sum 
of the Actual Deferral Percentage and the Actual Contribution Percentage 
of those Highly Compensated Employees exceeds the "aggregate limit", 
then the Actual Contribution Percentage of those Highly Compensated 
Employees will be reduced, beginning with such Highly Compensated 
Employee whose Actual Contribution Percentage is the highest, so that 
the limit is not exceeded. The amount by which each Highly Compensated 
Employee's Contribution Percentage is reduced shall be treated as an 
Excess Aggregate Contribution. The Actual Deferral Percentage and Actual 
Contribution Percentage of the Highly Compensated Employees are 
determined after any corrections required to meet the ADP Test and the 
ACP Test Multiple use does not occur if either the Average Deferral 
Percentage or Actual Contribution Percentage of the Highly Compensated 
Employees does not exceed 1.25 multiplied by the Actual Deferral 
Percentage and the Actual Contribution Percentage of the Nonhighly 
Compensated Employees.
15
(i) The "aggregate limit" is the sum of (1) 125% of the greater of the 
Actual Deferral Percentage for Participants who are Nonhighly 
Compensated Employees for the Plan Year or the Actual Deferral 
Percentage for Participants who are Nonhighly Compensated Employees for 
the Plan Year beginning with or within the Plan Year and (2) the lesser 
of 200% or two plus the lesser of such Actual Deferral Percentage or 
Actual Contribution Percentage. "Lesser" is substituted for "greater" in 
"(1)," above, and "greater" is substituted for "lesser" after "two plus 
the" in "(2)" if it would result in a larger aggregate limit.

(D)  Forfeiture of Excess Aggregate Contributions

(i) In General. Notwithstanding any other provision of this Plan, Excess 
Aggregate Contributions, plus any income and minus any loss allocable 
thereto, shall be forfeited and applied to reduce subsequent Matching 
401(k) Contributions or Matching Thrift Contributions, as the case may 
be. No forfeitures arising under this Section 3.6.2(D) shall be 
allocated to the account of any Highly Compensated Employee. If not 
forfeitable, Excess Aggregate Contributions shall be distributed no 
later than the last day of each Plan Year beginning after December 
31,1987, to Participants to whose Accounts such Excess Aggregate 
Contributions were allocated for the preceding Plan Year. Excess 
Aggregate Contributions of Participants who are subject to the Family 
Member aggregation rules shall be allocated among the Family Members in 
proportion to the amounts constituting Contribution Percentage Amounts 
of each Family Member that is combined to determine the combined Actual 
Contribution Percentage. Excess Aggregate Contributions shall be treated 
as Annual Additions. Anything above to the contrary notwithstanding, any 
forfeiture or distribution under this Section 3.5.2(D)(i) shall occur 
only if sufficient Employee Thrift Contributions and/or Participant 
Voluntary Nondeductible Contributions, as the case may be, are not 
distributed from the qualified plan holding such Employee Thrift 
Contributions and/or Participant Voluntary Nondeductible Contributions, 
as the case may be.2

(ii) Determination of Income or Loss. Excess Aggregate Contributions 
shall be adjusted for any income or loss up to the date of distribution. 
The income or loss allocable to Excess Aggregate Contributions is the 
sum of: (1) the income or loss allocable to the Participant's Matching 
401(k) Contribution Account or Matching milt Contribution Account (if 
any, and if all amounts therein are not used in the ADP Test) and, if 
applicable, Qualified Nonelective Contribution Account and Elective 
Deferrals Account for the Plan Year multiplied by a fraction, the 
numerator of which is such Participant's Excess Aggregate Contributions 
for the year and the denominator of which is the Participant's Account 
Balance(s) attributable to Contribution Percentage Amounts without 
regard to any income or loss occurring during such Plan Year; and (2)10% 
of the amount determined under (1) multiplied by the number of whole 
calendar months between the end of the Plan Year and the date of 
distribution, counting the month of distribution if distribution occurs 
after the 15th of such month.

Anything in the preceding paragraph of this Section 3.5.2(D)(ii) to the 
contrary notwithstanding, any reasonable method for computing the income 
or loss allocable to Excess Aggregate Contributions may be used, 
provided that such method is used consistently for all Participants and 
for all corrective distributions under the Plan for the Plan Year, and 
is used by the Plan for allocating income or loss to Participants' 
Accounts. Income or loss allocable to the period between the end of the 
Plan Year and the date of distribution may be disregarded in determining 
income or loss.

(iii) The determination of the Excess Aggregate Contributions shall be 
made after first determining the Excess Elective Deferrals, and then 
determining the Excess Contributions.

3.5.3   For purposes of determining the ACP Test, Qualified Nonelective 
Contributions, Matching 401(k) Contributions and Matching Thrift 
Contributions will be considered made for a Plan Year if paid to the 
Trustee no later than the end of the 12-month period beginning on the 
day after the close of the Plan Year.

3.6  Thrift Contributions

3.6.1 Employee Thrift Contributions. If elected by the Employer in the 
Adoption Agreement to provide for Employee Thrift Contributions, the 
Employer will contribute cash to the Trust Fund in an amount equal to 
(A) the Employee Thrift Contribution percentage of each Participant on 
his or her Employee Thrift Contribution election form multiplied by each 
such Participant's Compensation or (B) the specific dollar amount set 
forth on the Participant's election form.

The amount elected by a Participant pursuant to a Participant's Employee 
Thrift Contribution election shall be determined within the limits s-
fled in the Adoption Agreement. Such election shall be made on a form 
provided by the Administrator but no election shall be effective prior 
to approval by the Administrator. The Administrator may reduce the 
amount of any Employee Thrift Contribution, or make such other 
modifications as necessary, so that the Plan complies with the 
provisions of the Code. A Participant's election shall remain in effect 
until modified or terminated at such times as specified in the Adoption 
Agreement.

3.6.2  Matching Thrift Contributions. Subject to the limitations 
contained in Sections 3.9 and 3.5.2, for each Plan Year the Employer 
will contribute in cash and/or Qualifying Employer Securities, Matching 
Thrift Contributions to the Trust Fund in an amount, if any, calculated 
by reference to the Participants' Employee Thrift Contributions, as 
specified in the Adoption Agreement

Matching Thrift Contributions made by the Employer will be allocated to 
the Matching Thrift Contributions Account of those Participants who have 
contributed Employee Thrift Contributions to the Plan, as specified in 
the Adoption Agreement.

16
2Distribution or forfeiture of Excess Aggregate Contributions on or 
before the last day of the Plan Year after the Plan Year in which such 
excess amounts arose is required under Code Section 401(m)(6) if the 
Plan is to maintain its tax-qualified status. However, if such excess 
amounts, plus any income and minus any loss allocable thereto, are 
distributed more than 2-1/2 months after the last day of the Plan Year 
in which such excess amounts arose, then Code Section 4979 imposes a 10% 
excise tax on the employer maintaining the plan with respect to such 
amounts.

3.7  Treatment of Forfeitures

3.7.1   If the Employer has elected in the Adoption Agreement to 
reallocate forfeitures for a Plan Year among Participants, then such 
forfeitures, if any, shall be allocated as of the last day of the Plan 
Year to the Employer Accounts of those Participants who are eligible to 
share in the allocation of contributions to that particular Employer 
Account (whether or not a contribution was made for that Plan Year) for 
that Plan Year in that particular Employer Account category with respect 
to which such forfeitures are attributable. If the Plan Is a Target 
Benefit Plan, forfeitures may only be used to reduce Employer 
Contributions, in accordance with Section 3.7.2.

3.7.2   If the Employer has elected in the Adoption Agreement to use 
forfeiture to reduce contributions, then forfeitures shall be applied in 
the succeeding Plan Year to reduce Employer Contributions in that 
particular Employer Account category to which such forfeitures were 
attributable.

3.8  Establishing of Accounts

3.8.1   An Elective Deferrals Account shall be established for each 
Eligible Participant who makes a 401(k) Election to which the 
Administrator shall credit, or cause to be credited, Elective Deferrals 
allocable to each such Participant, plus earnings or losses thereon.

3.8.2   An Employer Contributions Account shall be established for each 
Participant to which the Administrator shall credit or cause to be 
credited Employer contributions pursuant to Section 3.1, and forfeitures 
attributable to such contributions, if any, plus earnings or losses 
thereon.

3.8.3   An Employee Thrift Contributions Account shall be established 
for each Participant who makes Employee Thrift Contributions to the 
Plan, to which the Administrator shall credit, or cause to be credited, 
all amounts allocable to each such Participant, plus earnings or losses 
thereon.

3.8.4    A Matching 401(k) Contributions Account shall be established 
for each Participant for whom Matching 401(k) Contributions are made, to 
which the Administrator shall credit, or cause to be credited, all such 
amounts allocable to each such Participant, plus earnings or losses 
thereon.

3.8.5    A Matching Thrift Contributions Account shall be established 
for each Participant for whom Matching Thrift Contributions are made, to 
which the Administrator shall credit, or cause to be credited, all 
amounts allocable to each such Participant, plus earnings or losses 
thereon.

3.8.6    A Participant Voluntary Nondeductible Contributions Account 
shall be established for each Participant who makes Participant 
Voluntary Nondeductible Contributions to the Plan, plus earnings or 
losses thereon.

3.8.7   A Qualified Matching Contributions Account shall be established 
for each Eligible Participant for whom Qualified Matching Contributions 
are made, to which the Administrator shall credit, or cause to be 
credited, all amounts allocable to each such Participant, plus earnings 
or losses thereon.

3.8.8   A Qualified Nonelective Contributions Account shall be 
established for each Participant for whom Qualified Nonelective 
Contributions are made, to which the Administrator shall credit, or 
cause to be credited, all amounts allocable to each such Participant, 
plus earnings or losses thereon.

3.8.9   A Rollover Contributions Account shall be established for each 
Participant who contributes to the Plan pursuant to Section 3.3 to which 
the Administrator shall credit, or cause to be credited, Rollover 
Contributions made by the Participant, plus earnings or losses thereon

3.8.10   A Transferred Contributions Account shall be established for 
each Participant for whom assets are transferred from another Qualified 
Plan, to which the Administrator shall credit, or cause to be credited, 
transferred assets, plus earnings or losses thereon.

3.9   Limitation on Amount of Allocations

3.9.1   As used in this Section 3.9, each of the following terms shall 
have the meaning for that term set forth in this Section 3.9.1.

(A)   Annual Additions means, for each Participant, the sum of the 
following amounts credited to the Participant's Accounts for the 
Limitation Year:

(i) Employer Contributions within the meaning of IRS regulation 1.4154-
6(b);

(ii) Employee Contributions;

(iii) forfeitures;

17
(iv) allocation under a simplified employee pension; and

(v) any Excess Amount applied under a Defined Contribution Plan in the 
Limitation Year to reduce Employer Contributions will also be considered 
as part of the Annual Additions for such Limitation Year.

Amounts allocated after March 31, 1984, to an "individual medical 
benefit account" as defined in Code Section 415(1)(2) ("Individual 
Medical Benefit Account") which is part of a pension or annuity plan 
maintained by the Employer or Affiliate are treated as Annual Additions 
to a Defined Contribution Plan. Also, amounts derived from contributions 
paid or accrued after December 31,1985, in taxable years ending after 
that date, which are attributable to post-retirement medical benefits 
allocated to the separate account of a "key employee" as defined in Code 
Section 419A(d)(3) under a "welfare benefit fund" as defined in Code 
Section 419(e) ("Welfare Benefit Fund") maintained by the Employer or 
Affiliate, are treated as Annual Additions to a Defined Contribution 
Plan.

(B) Defined Benefit Dollar Limitation means $90,000 multiplied by the 
Adjustment Factor or such other limitation set forth in Code Section 
415(b)(1) as in effect for the Limitation Year.

(C) Defined Benefit Fraction means a fraction, the numerator of which is 
the sum of the Projected Annual Benefits of the Participant involved 
under all Defined Benefit Plans (whether or not terminated) maintained 
by the Employer or Affiliate, and the denominator of which is the lesser 
of 125% of the Defined Benefit Dollar Limitation determined for the 
Limitation Year or 140% of the Participant's Highest Average Limitation 
Compensation, including any adjustments under Code Section 415(b).

Notwithstanding the above, if the Participant was a Participant as of 
the first day of the first Limitation Year beginning after December 31, 
1986, in one or more Defined Benefit Plans maintained by the Employer or 
Affiliate which were in existence on May 5,1986, the denominator of this 
fraction will not be less than 125% of the sum of the annual benefits 
under such Plans which the Participant had accrued as of the dose of the 
last Limitation Year beginning before January 1, 1987, disregarding any 
changes in the terms and conditions of the plans after May 5,1986. The 
preceding sentence applies only if the Defined Benefit Plans 
individually and in the aggregate satisfied the requirements of Code 
Section 415 for all Limitation Years beginning before January 1, 1987.

(D)   Defined Contribution Dollar Limitation means $30,000 or if 
greater, one-fourth of the Defined Benefit Dollar Limitation as in 
effect for the Limitation Year.

(E)   Defined Contribution Fraction means a fraction, the numerator of 
which is the sum of the Annual Additions to the Participant's Account or 
Accounts under all the Defined Contribution Plans (whether or not 
terminated) maintained by the Employer or Affiliate for the current and 
all prior Limitation Years (including the Annual Additions attributable 
to the Participant's nondeductible contributions to all Defined Benefit 
Plans, whether or not terminated, maintained by the Employer or 
Affiliate and the Annual Additions attributable to all Welfare Benefit 
Funds, Individual Medical Benefit Accounts, and simplified employee 
pensions maintained by the Employer or Affiliate), and the denominator 
of which is the sum of the "maximum aggregate amounts" (as defined in 
the following sentence) for the current and all prior Limitation Years 
of service with the Employer or Affiliate (regardless of whether a 
Defined Contribution Plan was maintained by the Employer or Affiliate). 
The "maximum aggregate amount" in any Limitation Year is the lesser of 
(i) 125% of the Defined Benefit Dollar Limitation in effect under Code 
Section 415(c)(1)(A) or (ii) 35% of the Participant's Compensation for 
such year.

If the Employee was a Participant as of the first day of the first 
Limitation Year beginning after December 31, 1986, in one or more 
Defined Contribution Plans maintained by the Employer or Affiliate in 
existence on May 5,1986, the numerator of this fraction will be adjusted 
if the sum of this fraction and the Defined Benefit Fraction would 
otherwise exceed 1.0 under the terms of this Plan. Under the adjustment, 
an amount equal to the product of (A) the excess of the sum of the 
fractions over 1.0 times (B) the denominator of this fraction will be 
permanently subtracted from the numerator of this fraction. The 
adjustment is calculated using the fractions as they would be computed 
as of the later of the end of the last Limitation Year beginning before 
January 1, 1987, and disregarding any changes in the terms and 
conditions of the Plans made after May 6, 1986, but using the Code 
Section 415 limitation applicable to the first Limitation Year beginning 
on or after January 1, 1987. The Annual Addition for any Limitation Year 
beginning before January 1, 1987, shall not be recomputed to treat all 
Participant contributions as Annual Additions.

(F)  Excess Amounts means the excess of the Participant's Annual 
Additions for the Limitation Year involved over the Maximum Permissible 
Amount for that limitation Year.

(G)  Highest Average Limitation Compensation means the average 
Compensation as defined in Code Section 415(c)(3) of the Participant 
involved for that period of three consecutive Years of Service with the 
Employer or Affiliate (or if the Participant has less than three such 
Years of Service, the actual number thereof) that produces the highest 
average.

(H)  Limitation Compensation means Compensation, as defined in either 
(i), (ii) or (iii) below, as specified in the Adoption Agreement:

18
(i)  Code Section 415 Safe-Harbor Compensation

For an Employee other than a Self-Employed Individual, the Employee's 
earned income, wages, salaries, and fees for professional services and 
other amounts received (without regard to whether or not an amount is 
paid in cash) for personal services actually rendered in the course of 
Employment (including, but not limited to, commissions paid salesmen, 
compensation for services on the basis of a percentage of profits, 
commissions on insurance premiums, tips, bonuses, fringe benefits, and 
reimbursements or other expense allowances under a nonaccountable plan 
(as described in Reg. 1.62-2(c)) and excluding the following:

(1) Employer contributions to a plan of deferred compensation which are 
not includible in the Employee's gross income for the taxable year in 
which contributed, or contributions under a "simplified employee 
pension" plan (within the meaning of Code Section 408(k)) to the extent 
such contributions are deductible by the Employee, or any distributions 
from a plan of deferred compensation;

(2) amounts realized from the exercise of a non-qualified stock option, 
or when restricted stock (or other property) held by the Employee either 
becomes freely "transferable" or is no longer subject to a "substantial 
risk of forfeiture" (both quoted terms within the meaning of Code 
Section 83(a));

(3) amounts realized from the sale, exchange or other disposition of 
stock acquired under a qualified stock option; and

(4) other amounts which received special tax benefits, or contributions 
made (whether or not under a salary reduction agreement) towards the 
purchase of an annuity described in Code Section 403(b) (whether or not 
the amounts are actually excludable from the gross income of the 
Employee); or For Limitation Years beginning after December 31, 1991, 
Limitation Compensation shall include only that compensation which is 
actually paid or made available during the Limitation Year.

(ii) Information required to be reported under Sections 6041 and 6051. 
("Wages, Tips and other Compensation Box" Form W-2) Limitation 
Compensation is defined as wages as defined in Code Section 3401(a) and 
all other payments of compensation to an Employee by the Employer (in 
the course of the Employer's trade or business) for which the Employer 
is required to furnish the Employee a written statement under Sections 
6041(d) and 6051(a)(3) of the Code. Compensation must be determined 
without regard to any rules under Section 3401(a) that limit the 
remuneration included in wages based on the nature or location of the 
employment or the services performed (such as the exception for 
agricultural labor in Section 3401(a)(2)).

(iii)  Code Section 3401(a) wages

Limitation Compensation is defined as wages within the meaning of Code 
Section 3401 (a) for the purposes of income tax withholding at the 
source but determined without regard to any rules that limit the 
remuneration included in wages based on the nature or location of the 
employment or the services performed (such as the exception for 
agricultural labor in Code Section 3401(a)(2)).

Without regard to the definition of Limitation Compensation elected by 
the Employer, for a Self-Employed Individual, Limitation Compensation 
means his or her Earned Income, provided that if the Self-Employed 
Individual is not a Participant for an entire Plan Year, his or her 
Limitation Compensation for that Plan Year shall be his or her Earned 
Income for that Plan Year multiplied by a fraction the numerator of 
which is the number of days he or she is a Participant during the Plan 
Year and the denominator of which is the number of days in the Plan 
Year. Additionally, Limitation Compensation for a Participant in a 
Defined Contribution Plan who is permanently and totally disabled (as 
defined in Code Section 22(e)) is the compensation such Participant 
would have received for the Limitation Year if the Participant had been 
paid at the rate of compensation paid immediately before becoming 
disabled; such imputed compensation may be taken into account only if 
the Participant is not a Highly Compensated Employee and contributions 
made on behalf of such Participant are nonforfeitable when made.

(I) Maximum Permissible Amount means the maximum Annual Addition which 
may be contributed or allocated to a Participant's Account under the 
Plan for any Limitation Year. The maximum Annual Addition shall not 
exceed the lesser of: (a) the Defined Contribution Dollar Limitation, or 
(b) 25% of the Participant's Compensation for the Limitation Year. The 
Compensation limitation referred to in ( b) shall not apply to any 
contribution for medical benefits (within the meaning of Code Sections 
401(h) or 419A(f)(2)) which is otherwise treated as an Annual Addition 
under Code Sections 415(I)(1) or 419A(d)(2). If a short Limitation Year 
is created because of an amendment changing the Limitation Year to a 
different 12-consecutive month period, the Maximum Permissible Amount 
will not exceed the Defined Contribution Dollar Limitation multiplied by 
the following fraction:

Number of months in the short Limitation Year
12

(J) Projected Annual Benefit means the annual retirement benefit 
(adjusted to an actuarially equivalent straight life annuity if such 
benefit is expressed in a form other than a straight life annuity or 
Qualified Joint and Survivor Annuity) to which the Participant would be 
entitled under the terms of a Defined Benefit Plan assuming:

19
(i) the Participant continues in employment with the Employer or 
Affiliate until the Participant's "normal retirement age" under the Plan 
within the meaning of Code Section 411(a)(8) (or the Participant's 
current age, if later); and

(ii) the Participant's Limitation Compensation for the current 
Limitation Year and all other relevant factors used to determine 
benefits under the Plan will remain constant for all future limitation 
Years.

3.9.2   The provisions of this subsection 3.9.2 apply with respect to a 
Participant who does not participate in, and has never participated in, 
another Qualified Plan, a Welfare Benefit Fund or an Individual Medical 
Benefit Account or a simplified employee pension, as defined in Code 
Section 401(k), maintained by the Employer or an Affiliate, which 
provides an Annual Addition as defined in Section 3.9.1(A) of the Plan, 
other than this Plan:

(A) The amount of Annual Additions which may be credited to the 
Participant's Account for any Limitation Year will not exceed the lesser 
of the Maximum Permissible Amount or any other limitation contained in 
this Plan. If the Employer Contribution that would otherwise be 
contributed or allocated to the Participant's Account would cause the 
Annual Additions on behalf of the Participant for the Limitation Year to 
exceed the Maximum Permissible Amount with respect to that Participant 
for the limitation Year, the amount contributed or allocated will be 
reduced so that the Annual Additions on behalf of the Participant for 
the Limitation Year will equal such Maximum Permissible Amount

(B) Prior to determining the Participant's actual Limitation 
Compensation for a Limitation Year, the Employer may determine the 
Maximum Permissible Amount for the Participant for the Limitation Year 
on the basis of a reasonable estimation of the Participant's 
Compensation for that Limitation Year. Such estimated Compensation shall 
be uniformly determined for all Participants similarly situated.

(C) As soon as is administratively feasible after the end of a 
Limitation Year, the Maximum Permissible Amount for the Limitation Year 
will be determined on the basis of the Participant's actual compensation 
for the Limitation Year.

(D) If pursuant to Section 3.9.2(C) or as a result of the allocation of 
forfeitures, there is an Excess Amount with respect to the Participant 
for a Limitation Year, the Excess Amount shall be disposed of as 
follows:

(i) First, any contribution to the Participant's Elective Deferrals 
Account, Participant's Voluntary' Nondeductible Contributions Account or 
Employee Thrift Contributions Account, if applicable, and any earnings 
allocable thereto will be distributed to the Participant to the extent 
that the return thereof would reduce the Excess Amount in such 
Participant's Accounts;

(ii) If after the application of Section 3.9.2(D)(i) an Excess Amount 
still exists, and the Participant is covered by the Plan at the end of 
the Limitation Year, the remaining Excess Amount in the Participant's 
Account will be used to reduce Employer contributions (including 
allocation of any forfeitures) under this Plan for such Participant in 
the next Limitation Year, and in each succeeding Limitation Year, if 
necessary.

(iii) If after the application of Section 3.9.2(D)(i) an Excess Amount 
still exists, and the Participant is not covered by the Plan at the end 
of the Limitation Year, the Excess Amount will be held unallocated in a 
suspense account The suspense account will be applied to reduce future 
Employer contributions under this Plan for all remaining Participants in 
the next limitation Year, and in each succeeding Limitation Year, if 
necessary; provided, however, that if all or any part of the Excess 
Amount held in a suspense account is attributable to a Participant's 
Elective Deferrals, such Excess Amount shall be held unallocated in a 
suspense account to be used for such Participant in the next Limitation 
Year and each succeeding Limitation Year as an Elective Deferral if such 
Participant is covered by the Plan in the next and each succeeding 
Limitation Year, if necessary.

(iv) If a suspense account is in existence at any time during a 
Limitation Year pursuant to Section 3.9.2(D)(iii), the suspense account 
will not participate in the allocation of the Trust Fund's investment 
gains or losses to or from any other Account If a suspense account is in 
existence at any time during a particular Limitation Year, all amounts 
in the suspense account must be allocated and reallocated to 
Participants' Accounts before any Employer or Participant contributions 
may be made to the Plan for the Limitation Year. Excess Amounts, other 
than those Excess Amounts referred to in Section 3.9.2(D)(i), may not be 
distributed to Participants or Former Participants.

3.9.3  The provisions of this subsection 3.9.3 apply with respect to a 
Participant who, in addition to this Plan, is covered or has been 
covered under one or more Defined Contribution Plans which are Master or 
Prototype Plans, Welfare Benefit Funds an Individual Medical Benefit 
Account or a simplified employee pension maintained by the Employer or 
an Affiliate, which provides an Annual Addition as described in Section 
3.9.1(A) of the Plan during any Limitation Year:

(A) The Annual Additions which may be credited to a Participant's 
Accounts under this Plan for any such Limitation Year will not exceed 
the Maximum Permissible Amount reduced by the Annual Additions credited 
to the Participant's account or accounts under any other plans and 
Welfare Benefit Fund, Individual Medical Benefit Account or simplified 
employee pension for the same Limitation Year. If the Annual Additions 
with respect to the Participant under any one or more other such Defined 
Contribution Plans or Welfare Benefit Funds, Individual Medical Benefit 
Account or simplified employee pension maintained by the Employer are 
less than the Maximum Permissible Amount and the Employer Contribution 
that would otherwise be contributed or allocated to a Participant's 
Account under this Plan would cause the Annual Additions for the 
Limitation Year to exceed this limitation, the amount contributed or 
allocated shall be reduced so that the Annual Additions under all such 
plans and funds for the Limitation Year will equal the Maximum 
Permissible Amount.

20
If the Annual Additions with respect to the Participant under such other 
Defined Contribution Plans and Welfare Benefit Funds, Individual Medical 
Benefit Account or simplified employee pension in the aggregate are 
equal to or greater than the Maximum Permissible Amount, no amount will 
be contributed or allocated to any of the Participant's Account under 
this Plan for the Limitation Year.

(B) Prior to determining the Participant's actual compensation for a 
Limitation Year, the Maximum Permissible Amount for a Participant may be 
determined in the manner described in Section 3.9.2(B).

(C) As soon as is administratively feasible after the end of a 
Limitation Year, the Maximum Permissible Amount for the Limitation Year 
will be determined on the basis of the Participant's actual Limitation 
Compensation for the Limitation Year.

(D) If, pursuant to subsection 3.9.3(C) above, or as a result of the 
allocation of forfeitures, a Participant's Annual Additions under this 
Plan and the Participant's Annual Additions under such other plans would 
result in an Excess Amount for a Limitation Year, the Excess Amount will 
be deemed to consist of the Annual Additions last allocated, except that 
Annual Additions attributable to simplified employee pension will be 
deemed to have been allocated first, followed by Annual Additions to a 
Welfare Benefit Fund or Individual Medical Benefit Account regardless of 
the actual allocation date.

(E) If an Excess Amount was allocated to a Participant on an allocation 
date of this Plan which coincides with an allocation date of another 
such plan, the Excess Amount attributed to this Plan will be the product 
of: (i) the total Excess Amount allocated as of such date, times

(ii) the ratio of (A) the Annual Additions allocated to the Participant 
for the Limitation Year as of such date under this Plan to (B) the total 
Annual Additions allocated to the Participant for the Limitation Year as 
of such date under this Plan and all of the other plans referred to in 
the first sentence of this Section 3.9.3.

(F) Any Excess Amount attributed to this Plan will be disposed in the 
manner described in Section 3.9.2(D).

3.9.4   If a Participant is covered under one or more Defined 
Contribution Plans, other than this Plan, maintained by the Employer or 
an Affiliate which are not Master or Prototype Plans, or Welfare Benefit 
Funds or an Individual Medical Benefit Account maintained by the 
Employer, Annual Additions which may be credited to the Participant's 
Account under this Plan for any Limitation Year shall be limited in 
accordance with the provisions of subsections 3.9:3(A) -(F) above as 
though each such other plan was a Master or Prototype Plan.

3.9.5   If the Employer maintains, or at any time maintained, a Defined 
Benefit Plan covering any Participant in this Plan, the sum of the 
Participant's Defined Benefit Fraction and Defined Contribution Fraction 
will not exceed 1.0 in any Limitation Year. If such sum would otherwise 
exceed 1.0 and if such Defined Benefit Plan does not provide for a 
reduction in benefits thereunder, Annual Additions which may be credited 
to a Participant's Account under this Plan for any Limitation Year shall 
be limited in accordance with the provisions of Section 3.9.2.

3.9.6   If required pursuant to Section 4.4.4, "100%" shall be 
substituted for "125%" wherever the latter percentage appears in this 
Section 3.9.

3.10    Return of Employer Contributions Under Special Circumstances

Notwithstanding any provision of this Plan to the contrary, upon timely 
written demand by the Employer or the Administrator to the Trustee:

(A)  Any contribution by the Employer to the Plan under a mistake of 
fact shall be returned to the Employer by the Trustee within one year 
after the payment of the contribution.

(B)  Any contribution made by the Employer incident to the determination 
by the Commissioner of Internal Revenue that the Plan is initially a 
Qualified Plan shall be returned to the Employer by the Trustee within 
one year after notification from the Internal Revenue Service that the 
Plan is not initially a Qualified Plan but only if the application for 
the qualification is made by the time prescribed by law for filing the 
Employer's return for the taxable year in which the Plan is adopted, or 
such later date as the Secretary of the Treasury may prescribe.

(C)  In the event the deduction of a contribution made by the Employer 
is disallowed under Code Section 404, such contribution (to the extent 
disallowed) must be returned to the Employer within one year of the 
disallowance of the deduction.

ARTICLE IV VESTING

4.1   Determination of Vesting

4.1.1   A Participant shall at all times have a vested percentage of 
100% in the Account Balance of each of his or her Participant 
Contributions Accounts, 401(k) Contributions Accounts, Rollover 
Contributions Account and Transferred Account.

4.1.2   A Participant shall have a vested percentage of 100% in his or 
her Account Balance of each of his or her Employer Accounts if he or she 
terminates Employment due to the attainment of Normal Retirement Age, 
Early Retirement specified in the Adoption Agreement, if elected by the 
Employer in the Adoption Agreement, or upon Disability or death.

21
4.1.3   The vested percentage of a Participant in the Account Balance of 
each of his or her Employer Accounts not vested pursuant to Section 
4.1.1 or 4.1.2 shall be determined in accordance with the vesting rule 
or schedule specified in the Adoption Agreement

4.2    Rules for Crediting Vesting Service

4.2.1  Subject to Section 4.2.2, Years of Service shall be credited for 
purposes of determining a Participant's Vesting Service as specified in 
the Adoption Agreement. If the Employer maintains the plan of a 
predecessor employer, service with such predecessor employer shall be 
treated as service with the Employer for purposes of Vesting Service.

4.2.2   An Employee who terminates Employment with no vested percentage 
in an Employer Account shall, if he or she returns to Employment, have 
no credit for Vesting Service prior to such termination of Employment if 
his or her Period of Severance equals or exceeds five years.

4.2.3   Vesting Service of an Employee following a Period of Severance 
of five years or more shall not be counted for the purpose of computing 
his or her vested percentage in his or her Employer Accounts derived 
from contributions accrued prior to the Period of Severance. If 
applicable, separate records shall be maintained reflecting the 
Participant's vested rights in his or her Account Balance attributable 
to service prior to the Period of Severance and reflecting the 
Participant's vested percentage in his or her Account Balance 
attributable to service after the Period of Severance. Vesting Service 
prior to and following an Employee's Period of Severance shall be 
counted for purposes of computing his or her vested percentage in an 
Employer Account derived from contributions made after the Period of 
Severance.

4.3   Employer Accounts Forfeitures

4.3.1   Subject to Section 5.6, upon the Nonvested Separation of a 
Participant, the nonvested portion of each Employer Account of such 
Participant will be forfeited as of the date of termination of 
Employment.

Upon the Partially Vested Separation of a Participant, the nonvested 
portion of each Employer Account of such Participant will be forfeited 
as of the date of termination of Employment; provided, however, that 
such Participant receives a distribution in accordance with Section 5.6. 
If a Participant does not receive a distribution following his or her 
termination of Employment, the nonvested portion of each Employer 
Account of the Participant shall be forfeited following a Period of 
Severance of five years.

4.3.2   If the Employer elects in the Adoption Agreement to reallocate 
forfeitures, forfeitures for a Plan Year shall be allocated in 
accordance with Section 3.7.1. If the Employer elects in the Adoption 
Agreement to use forfeitures to reduce Employer contributions, 
forfeitures shall be applied in accordance with Section 3.7.2.

4.4   Top-Heavy Provisions

4.4.1   As used in this Section 4.4, each of the following terms shall 
have the meanings for that term set forth in this Section 4.4.1:

(A)  Determination Date means, for any Plan Year subsequent to the first 
Plan Year, the last day of the preceding Plan year. For the first Plan 
Year of the Plan, the last day of that year.

(B)  Permissive Aggregation Grout means the Required Aggregation Group 
of plans plus any other plan or plans of the Employer or Affiliate 
which, when considered as a group with the Required Aggregation Group, 
would continue to satisfy the requirements of Code Sections 401(a)(4) 
and 410.

(C)  Required Aggregation Group means (i) each Qualified Plan of the 
Employer or Affiliate in which at least one Key Employee participates or 
participated at any time during the determination period (regardless of 
whether the Plan has terminated), and (ii) any other qualified plan of 
the Employer or Affiliate which enables a plan described in (i) to meet 
the requirements of Code Sections 401(a)(4) or 410.

(D)  Super Top-Heavy means, for any Plan Year beginning after December 
31, 1983, the Plan if any Top-Heavy Ratio as determined under the 
definition of Top-Heavy Plan exceeds 90%.

(E)  Top-Heavy Plan means, for any Plan Year beginning after December 
31,1983, the Plan if any of the following conditions exists:

(i)  If the Top-Heavy Ratio for the Plan exceeds 60% and the Plan is not 
part of any Required Aggregation Group or Permissive Aggregation Group 
of Plans. 

(ii) If the Plan is a part of a Required Aggregation Group of plans but 
not part of a Permissive Aggregation Group and the Top-Heavy Ratio for 
the
group of plans exceeds 60%.

(iii) If the Plan is a part of a Required Aggregation Group and part of 
a Permissive Aggregation Group of plans and the Top-Heavy Ratio for the 
Permissive Aggregation Group exceeds 60%.

22
(F)  Top-Heavy Ratio means

(i) If the Employer or Affiliate maintains one or more Defined 
Contribution Plans (including any Simplified Employee Pension Plan) and 
the Employer or Affiliate has never maintained any Defined Benefit Plan 
which during the five-year period ending on the Determination Date has 
or has had accrued benefits, the Top-Heavy Ratio for this Plan alone or 
for the Required or Permissive Aggregation Group as appropriate is a 
fraction, the numerator of which is the sum of the Account Balances of 
all Key Employees as of the Determination Date (including any part of 
any Account Balance distributed in the five-year period ending on the 
Determination Date), and the denominator of which is the sum of all 
Account Balances (including any part of any Account Balance distributed 
in the five-year period ending on the Determination Date), both computed 
in accordance with Code Section 416. Both the numerator and denominator 
of the Top-Heavy Ratio are increased to reflect any contribution not 
actually made as of the Determination Date, but which is required to be 
taken into account on that date under Code Section 416.
(ii) If the Employer or an Affiliate maintains one or more Defined 
Contribution Plans (including any Simplified Employee Pension Plan) and 
the Employer or an Affiliate maintains or has maintained one or more 
Defined Benefit Plans which during the five-year period ending on the 
Determination Date has or has had any accrued benefits, the Top-Heavy 
Ratio for any Required or Permissive Aggregation Group as appropriate is 
a fraction, the numerator of which is the sum of Account Balances under 
the aggregated Defined Contribution Plans for all Key Employees, 
determined in accordance with (i) above, and the present value of 
accrued benefits under the aggregated Defined Benefit Plans for all Key 
Employees as of the Determination Date, and the denominator of which is 
the sum of the Account Balances under the aggregated Defined 
Contribution Plans for all Participants, determined in accordance with 
(i) above, and the present value of accrued benefits under the Defined 
Benefit Plans for all Participants as of the Determination Date, all 
determined in accordance with Code Section 416. The accrued benefit 
under a Defined Benefit Plan in both the numerator and denominator of 
the Top-Heavy Ratio are increased for any distribution of an accrued 
benefit made in the five-year period ending on the Determination Date.

(iii) For purposes of (i) and (ii) above, the value of Account Balances 
and the present value of accrued benefits will be determined as of the 
most recent Valuation Date that falls within or ends with the 12-month 
period ending on the Determination Date, except as provided in Code 
Section 416 for the first and second Plan Years of a Defined Benefit 
Plan. The Account Balances and accrued benefits of a Participant (1) who 
is not a Key Employee but who was a Key Employee in a prior year, or (2) 
who has not been credited with at least one Hour of Service with the 
Employer or an Affiliate at any time during the five- year period ending 
on the Determination Date, will be disregarded. The calculation of the 
Top-Heavy Ratio, and the extent to which distributions, rollovers, and 
transfers are taken into account will be made in accordance with Code 
Section 416.

Elective Deferrals will not be taken into account for purposes of 
computing the Top-Heavy Ratio. When aggregating plans the value of 
Account Balances and accrued benefits will be calculated with reference 
to the Determination Dates that fall within the same calendar year.

The accrued benefit of a Participant who is not a Key Employee shall be 
determined under (A) the method, if any, that uniformly applies for 
accrual purposes under all Defined Benefit Plans or (B) if there is no 
such method, as if such benefit accrued not more rapidly than the 
slowest accrual rate permitted under the fractional rule of Code Section 
411(b,)(1)(C).

4.4.2    If the Plan is determined to be a Top-Heavy Plan or a Super 
Top-Heavy Plan as of any Determination Date after December 31, 1983, 
then the Top-Heavy vesting schedule specified in the Adoption Agreement, 
beginning with the first Plan Year commencing alter such Determination 
Date, shall apply only for those Plan Years in which the Plan continues 
to be a Top-Heavy Plan or Super Top-Heavy Plan, as the case may be

4.4.3    (A) Except as provided in Sections 4.4.3(C) and ([)), for any 
Plan Year in which the Plan is a Top- Heavy Plan, contributions and 
forfeitures allocated to the Employer Contributions Account of any 
Participant who is not a Key Employee in respect of that Plan Year shall 
not be less than the lesser of:

(i) 3% of such Participant's Limitation Compensation, or

(ii) if the Employer has no Defined Benefit Plan which designates this 
Plan to satisfy Code Section 401, the largest percentage of 
contributions and forfeitures. as a percentage of the Key Employee's 
Limitation Compensation, allocated to the Employer Contributions Account 
of any Key Employee for that year. The minimum allocation is determined 
without regard to any Social Security contribution. This minimum 
allocation shall be made even though, under other Plan provisions, the 
Participant would not otherwise be entitled to receive an allocation, or 
would have received a lesser allocation for the Plan Year because of (a) 
the Participant's failure to complete a Year of Service, (b) the 
Participant's failure to make mandatory Participant contributions to the 
Plan or (c) compensation less than a stated amount.

(B)  For purposes of computing the minimum allocation, a Participant's 
Limitation Compensation will be applied.

(C)  The provision in (A) above shall not apply to any Participant who 
was not employed by the Employer or an Affiliate on the last day of the 
Plan Year.

(D)  If the Employer or an Affiliate has executed Adoption Agreements 
covering Participants by a plan which is a profit-sharing plan and by 
another plan which is a money purchase pension plan or a target benefit 
plan, the minimum allocation specified in the preceding Section 4.4.3(A) 
shall be provided by the money purchase pension plan or by the target 
benefit plan, as the case may be. If a Participant is covered under this 
Plan and a Defined Benefit Plan maintained pursuant to Adoption 
Agreements offered by the Sponsor. the minimum allocation specified in 
the preceding Section 4.4.3(A) shall not be applicable and the 
Participant shall receive the minimum benefit specified in the Defined 
Benefit Plan.

23
(E) With respect to any profit-sharing or money purchase pension plan 
which becomes Top-Heavy and is integrated with Social Security, prior to 
making the allocations specified in the Adoption Agreement, anything 
contained therein to the contrary notwithstanding, there shall be an 
allocation of the Employer Contribution to each eligible Participant's 
Employer Contribution Account in the ratio that each such Participant's 
Limitation Compensation for the Plan Year bears to the Limitation 
Compensation of all such Participants for the Plan Year, but not in 
excess of 3% of such Limitation Compensation.

4.4.4   If the Plan becomes a Top-Heavy Plan, then the maximum benefit 
which can be provided under Section 3.9 shall continue to be determined 
by applying "125%" wherever it appears in that Section and by 
substituting for "4%" for "3%" wherever that appears in Section 4.4.3. 
However, if the Plan becomes a Super Top-Heavy Plan, the maximum benefit 
which can be provided under Section 3.9 shall be determined by 
substituting "100%" for "125%" wherever the latter percentage appears 
and the 3% minimum contribution provided for in Section 4.4.4 shall 
remain unchanged.

4.4.5   Beginning with the Plan Year in which this Plan is Top-Heavy, 
one of the minimum Top-Heavy vesting schedules as s-fled in the Adoption 
Agreement will apply. The minimum vesting schedule applies to all 
benefits within the meaning of Code Section 411(a)(7) except those 
attributable to Employee contributions, including benefits accrued 
before the effective date of Code Section 416 and benefits accrued 
before the Plan became Top-Heavy. However, this Section 4.4 does not 
apply to the Account Balances of any Employee who does not have an Hour 
of Service after the Plan has initially become Top-Heavy and such 
Employee's vesting in his or her Employer Contributions Account will be 
determined without regard to this Section 4.4. The minimum allocation 
pursuant to Section 4.4.3 (to the extent required to be nonforfeitable 
under Code Section 416(b)) may not be forfeited under Code Section 
411(a)(3)(B) or Code Section 411(a)(3)(D).

ARTICLE V
AMOUNT AND DISTRIBUTION OF BENEFITS,
WITHDRAWALS AND LOANS

5.1   Distribution Upon Termination of Employment

5.1.1  Subject to Section 5.1.2, a Participant's Benefit Commencement 
Date shall be as soon as practicable following his or her Fully Vested 
Separation, Partially Vested Separation or Nonvested Separation, if 
applicable, and in accordance with Section 5.6. If the Plan includes a 
CODA feature, each 401(k) Contributions Account of a Participant shall 
be payable in accordance with the events specified in Section 1.27 of 
the Plan.

5.1.2    If specified in the Adoption Agreement, a Participant's Benefit 
Commencement Date shall be deferred until the earliest of his or her 
Normal Retirement Age, Disability, or if elected by the Employer in the 
Adoption Agreement, Early Retirement If a Participant terminates 
Employment after satisfying any service requirement for Early Retirement 
specified in the Adoption Agreement, he or she shall be entitled to 
elect to receive a distribution of his or her vested Employer Accounts 
upon satisfaction of any age requirement for Early Retirement.

5.2    Amount of Benefits Upon a Fully Vested Separation

A Participant's benefits upon his or her Fully Vested Separation for any 
reason other than Disability shall be the Account Balance of all of his 
or her Accounts determined in accordance with Section 10.6.2.

5.3    Amount of Benefits Upon a Partially Vested Separation

A Participant's benefits upon his or her Partially Vested Separation for 
any reason other than Disability shall be:
(A) the Account Balance of his or her Employer Accounts determined in 
accordance with Section 10.6.2 multiplied by his or her vested 
percentage determined pursuant to Section 4.1.3, or, if applicable, 
Section 4.4.2, plus (B) the Account Balance of his or her other Accounts 
determined in accordance with Section 10.6.2.

5.4    Amount of Benefits Upon a Nonvested Separation

A Participant's benefits upon his or her Nonvested Separation shall be 
the Account Balance of his or her Accounts other than Employer Accounts, 
if any, determined in accordance with Section 10.6.2. 

5.5    Amount of Benefits Upon a Separation Due to Disability

If a Participant terminates Employment due to a Disability, his or her 
benefit shall be the Account Balance of all of his or her Accounts 
determined as a Fully Vested Separation in accordance with Section 5.2 
and Section 10.6.2. The Benefit Commencement Date of any such 
Participant on whose behalf contributions are being made pursuant to 
Section 3.1.4 shall be as soon as practicable after the date such 
contributions cease

5.6   Distribution and Restoration

5.6.1   If, upon a Participant's termination of Employment, the vested 
Account Balance of his or her Accounts as of the applicable Valuation 
Date is equal to or less than $3,500, such Participant will receive a 
distribution of his or her entire vested benefit and the nonvested 
portion will be treated as forfeiture. If the value of a Participant's 
vested Account is zero, the Participant shall be deemed to have received 
a distribution of such vested Account.
24
5.6.2   If, upon a Participant's termination of Employment, the vested 
Account Balance of his or her Accounts as of the applicable Valuation 
Date exceeds $3,500, the Participant may elect, in accordance with 
Article VI, to receive a distribution of the entire vested portion of 
such Accounts and the nonvested portion, if any, will be treated as a 
forfeiture.

5.6.3   If the vested Account Balance of a Participant's Accounts as of 
the applicable Valuation Date has an aggregate value exceeding (or at 
the time of any prior distribution exceeded) $3,500, and the 
Participant's benefit is Immediately Distributable, the Participant and 
the Participant's Spouse (or where either the Participant or the Spouse 
has died, the survivor) must consent to any distribution of such benefit 
The consent of the Participant and the Participant's Spouse shall be 
obtained in writing within the 90-day period ending on the Participant's 
Benefit Commencement Date; provided, however, that if the Plan is a 
profit-sharing plan and Section 6.1.2 applies, the consent of the 
Participant's Spouse will not be required. The Administrator shall 
notify the Participant and the Participant's Spouse of the right to 
defer any distribution until the Participant's benefit is no longer 
Immediately Distributable. Such notification shall include a general 
description of the material features, and an explanation of the relative 
values of, the optional forms of benefit available under the Plan in a 
manner that would satisfy the notice requirements of Code Section 
417(a)(3), and shall be provided no less than 30 days and no more than 
90 days prior to the Benefit Commencement Date.

5.6.4   Notwithstanding the foregoing, only the Participant need consent 
to the commencement of a distribution in the form of a Qualified Joint 
and Survivor Annuity while the Participant's benefit is Immediately 
Distributable. Neither the consent of the Participant nor the 
Participant's Spouse shall be required to the extent that a distribution 
is required to satisfy Code Section 401(a)(9) or Code Section 415.

5.6.5   For purposes of determining the applicability of the foregoing 
consent requirements to distributions made before the first day of the 
first Plan Year beginning after December 31, 1988, the Participant's 
vested benefit shall not include amounts attributable to accumulated 
deductible Participant contributions within the meaning of Code Section 
72(o)(5)(B).

5.6.6   If a Participant, who after termination of Employment received a 
distribution and forfeited any portion of an Employer Account or is 
deemed to have received a distribution in accordance with Section 5.6.1, 
resumes Employment, he or she shall have the right, while an Employee, 
to repay the full amount previously distributed from such Employer 
Account. Such repayment must occur before the earlier of (i) the date on 
which he or she would have incurred a Period of Severance of five years 
commencing after the distribution or (ii) five years after the first 
date on which the Participant is subsequently reemployed. If the 
Participant makes a repayment, the Account Balance of his or her 
relevant Employer Account shall be restored to its value as of the date 
of distribution. The restored amount shall be derived from forfeitures 
during the Plan Year and, if such forfeitures are not sufficient, from a 
contribution by the Employer made as of that date (determined without 
reference to Net Profits). If an Employee who had a Nonvested Separation 
and was deemed to receive a distribution resumes Employment before a 
Period of Severance of five years, his or her Employer Account will be 
restored, upon reemployment, to the amount on the date of such deemed 
distribution.

5.7  Withdrawals During Employment

5.7.1   If the Plan is a profit-sharing plan, and if the Employer has 
elected in the Adoption Agreement to permit withdrawals during 
Employment, prior to termination of Employment, each Participant upon 
attainment of age 59-1/2 may elect to withdraw, as of the Valuation Date 
next following the receipt of an election by the Administrator, and upon 
such notice as the Administrator may require, all or any part of the 
vested Account Balance of all of his or her Accounts, as of such 
Valuation Date.

5.7.2   Notwithstanding Section 5.7.1, prior to termination of 
Employment, each Participant with a Rollover Contributions Account 
and/or a Participant Voluntary Nondeductible Contributions Account may 
elect to withdraw, as of the Valuation Date next following the receipt 
of an election by the Administrator, and upon such notice as the 
Administrator may require, all or any of such Account, as of such 
Valuation Date.

5.7.3   The Administrator may establish from time to time rules and 
procedures with respect to any withdrawals including the order of 
Accounts from which such withdrawals shall be made.

5.7.4   No forfeitures shall occur as a result of a withdrawal pursuant 
to this Section 5.7.

5.7.5   If a Participant is married at the time of such election, the 
Participant's Spouse must consent to such a withdrawal in the same 
manner as provided in Section 6.2.4; provided, however, that if the Plan 
is a profit-sharing plan and Section 6.1.2 applies, the consent of the 
Participant's Spouse will not be required.

5.8   Loans

5.8.1   If the Employer has elected in the Adoption Agreement to make 
loans available, a Participant may submit an application to the 
Administrator to borrow from any Account maintained for the Participant 
(on such terms and conditions as the Administrator shall prescribe) an 
amount which when added to the outstanding balance of all other loans to 
the Participant would not exceed the lesser of (a) $50,000 reduced by 
the excess (if any) of the highest outstanding balance of loans during 
the one year period ending on the day before the loan is made, over the 
outstanding balance of loans from the Plan on the date the loan is made, 
or (b) 50% of the vested portion of his or her Account from
which the borrowing is to be made as of the Valuation Date next 
following the receipt of his or her loan application by the 
Administrator and the expiration of such notice period as the 
Administrator may require. For this purpose, all loans from Qualified 
Plans of the Employer or an Affiliate shall be aggregated and an 
assignment or pledge of any portion of the Participant's interest in the 
Plan, and a loan, pledge or assignment with respect to any insurance 
contract purchased under the Plan, will be treated as a loan under this 
Section 5.8.1.

25
5.8.2   If approved, each such loan shall comply with the following 
conditions:

(A)  it shall be evidenced by a negotiable promissory note;

(B)  the rate of interest payable on the unpaid balance of such loan 
shall be a reasonable rate determined by the Administrator;

(C)  the Participant must obtain the consent of his or her Spouse, if 
any, within the 90-day period before the time an Account is used as 
security for the loan; provided, however, that if the Plan is a profit-
sharing plan that meets the requirements in Section 6.1.2 of the Plan, 
the consent of the Participants Spouse will not be required. A new 
consent is required if an Account is used for any increase in the amount 
of security. The consent shall comply with the requirements of Section 
6.2.4, but shall be deemed to meet any requirements contained in section 
6.2.4 relating to the consent of any subsequent Spouse. A new consent 
shall be required if an Account is used for renegotiation, extension, 
renewal, or other revision of the loan;

(D)  the loan, by its terms, must require repayment principal and 
interest) be amortized in level payments, not less frequently than 
quarterly, over a period not extending beyond five years from the date 
of the loan; provided, however, that if the proceeds of the loan are 
used to acquire a dwelling unit which within a reasonable time 
(determined at the time the loan is made) will be used as the principal 
residence of the Participant, the repayment schedule may be for a term 
in excess of five years; and

(E)  the loan shall be adequately secured and may be secured by no more 
than 50% of the Participant's vested interest in the Account Balance of 
his or her Accounts.

5.8.3   If a Participant or Beneficiary requests and is granted a loan, 
and the loan is made from Participant-Directed Assets, principal and 
interest payments with respect to the loan shall be credited solely to 
the Account of the borrowing Participant from which the loan was made. 
Any loss caused by nonpayment or other default on a Participant's loan 
obligations shall be charged solely to that Account Any other loan shall 
be treated as an investment of the Trust Fund and interest and principal 
payments on account thereof shall be credited to the Trust Fund. The 
Administrator shall determine the order of Accounts from which a loan 
may be made.

5.8.4   Anything herein to the contrary notwithstanding:

(A)  in the event of a default, foreclosure on the promissory note will 
not occur until a distributable event occurs under this Article V;

(B)  no loan will be made to any Owner-Employee or to any "shareholder-
Employee" of the Employer or a Participating Affiliate or with respect 
to any amounts attributable to a Rollover Contribution or a trust to 
trust transfer and relating to prior participation by such an individual 
in a Qualified Plan. For this purpose, a "shareholder-Employee" means an 
employee or officer of an electing small business i e. an "S 
corporation" as defined in Code Section 1361, who owns (or is considered 
as owning within the meaning of Code Section 318(a)(1)) on any day 
during the taxable year of such corporation, more than 5% of the 
outstanding stock of the corporation; and

(C)  loans shall not be made available to Highly Compensated Employees 
in an amount greater than the amount made available to other Employees.

5.8.5   If a valid spousal consent has been obtained in accordance with 
Section 5.8.2(C), then, notwithstanding any other provision of this 
Plan, the portion of the Participant's vested Account used as a security 
interest held by the Plan by reason of a loan outstanding to the 
Participant shall be taken into account for purposes of determining the 
amount of the Participant's benefit payable at the time of death or 
distribution; but only if the reduction is used as repayment of the 
loan. If less than 100% of the Participant's vested benefit (determined 
without regard to the preceding sentence) is payable to the Surviving 
Spouse, then the Participant's benefit shall be adjusted by first 
reducing the Participant's vested benefit by the amount of the security 
used as repayment of the loan, and then determining the benefit payable 
to the Surviving Spouse.

5.9   Hardship Distributions

5.9.1   Effective January 1, 1989, if available and elected by the 
Employer in the Adoption Agreement, a Participant may request a 
distribution due to hardship from the vested portion of his or her 
Accounts, (other than from his or her Qualified Nonelective 
Contributions Account, Qualified Matching Contributions Account or 
earnings accrued after December 31, 1988, on the Participant's Elective 
Deferrals) only if the distribution is made both due to an immediate and 
heavy financial need of the Participant and is necessary to satisfy such 
financial need.

5.9.2  A hardship distribution shall be permitted only if the 
distribution is due to:

(A)  expenses incurred or necessary for medical care described in Code 
Section 213(d) incurred by the Participant, the Participant's Spouse, or 
any dependents of the Participant (as defined in Code Section 152);

(B)  purchase (excluding mortgage payments) of a principal residence for 
the Participant;

(C)  payment of tuition and related educational fees for the next 12 
months of post-secondary education for the Participant, his or her 
Spouse, children or dependents;

26
(D)  the need to prevent the eviction of the Participant from his or her 
principal residence or foreclosure on the mortgage of the Participant's 
principal residence; or

(E)  any other condition or event which the Commissioner of the Internal 
Revenue Service determines is a deemed immediate and financial need.

5.9.3   A distribution will be considered necessary to satisfy an 
immediate and heavy financial need of a Participant if all of the 
following requirements are satisfied:

(A)  the distribution will not be in excess of the amount of the 
immediate and heavy financial need of the Participant (including amounts 
necessary to pay any Federal, state or local income taxes or penalties 
reasonably anticipated to result from the distribution);

(B)  the Participant obtains all distributions, other than hardship 
distributions, and all nontaxable loans currently available under all 
plans maintained by the Employer or an Affiliate;

(C)  the Participant's Elective Deferrals, Employee Thrift Contributions 
and Participant Voluntary Nondeductible Contributions will be suspended 
for at least 12 months after receipt of the hardship distribution in 
this Plan and in all other plans maintained by the Employer or an 
Affiliate; and

(D)  the Participant may not make Elective Deferrals for the 
Participant's taxable year immediately following the taxable year of the 
hardship distribution in excess of the applicable limit under Code 
Section 402(g) for' such next taxable year less the amount of such 
Participant's Elective Deferrals for the taxable year of the 
distribution in this Plan and in all other plans maintained by the 
Employer or an Affiliate.

5.9.4   If the distribution is made from any Account other than a401(k) 
Contributions Account, a distribution due to hardship may be made 
without application of Section 5.9.3(B), 5.9.3(C), or 5.9.3(D).

5.10   Limitation on Commencement of Benefits

5.10.1   Anything in this Article V to the contrary notwithstanding, a 
Participant's Benefit Commencement Date shall in no event be later than 
the 60th day after the close of the Plan Year in which the latest of the 
following events occur:

(A)  the attainment by the Participant of his or her Normal Retirement 
Age;

(B)  the tenth anniversary of the year in which the Participant 
commenced participation in the Plan; or

(C)  the Participant's termination of Employment Notwithstanding the 
foregoing, the failure of a Participant and Spouse to consent to a 
distribution while a benefit is Immediately Distributable, shall be 
deemed to be an election to defer commencement of payment of any benefit 
sufficient to satisfy this Section.

5.10.2   If it is not possible to distribute a Participant's Accounts 
because the Administrator has been unable to locate the Participant 
after making reasonable efforts to do so, then a distribution of the 
Participant's Accounts shall be made when the Participant can be 
located.

5.11   Distribution Requirements

5.11.1   Subject to the Joint and Survivor Annuity rules set forth in 
Article VI, the requirements of this Article shall apply to any 
distribution of a Participant's interest and will take precedence over 
any inconsistent provisions of this Plan. Unless otherwise s-fled, the 
provisions of this article apply to calendar years beginning after 
December 31, 1984. As used in this Section 5.11, each of the following 
terms shall have the meaning for that term set forth in this Section 
5.11.1:

(A)  Applicable Life Expectancy. The life expectancy (or joint and last 
survivor expectancy) calculated using the attained age of the 
Participant (or designated Beneficiary) as of the Participant's (or 
designated Beneficiary's) birthday in the applicable calendar year 
reduced by one for each calendar year which has elapsed since the date 
Life Expectancy was first calculated. If Life Expectancy is being 
recalculated, the Applicable Life Expectancy shall be the Life 
Expectancy as so recalculated. The applicable calendar year shall be the 
first distribution calendar year, and if Life Expectancy is being 
recalculated such succeeding calendar year.

(B)  Designated Beneficiary. The individual who is designated as the 
Beneficiary under the Plan in accordance with Code Section 401(a)(9). In 
the event that a Participant names a trust to be a designated 
Beneficiary, such designation shall provide that, as of the later of the 
date on which the trust is named as a Beneficiary or the Participant's 
Required Beginning Date, and As of all subsequent periods during which 
the trust is named as a Beneficiary, the following requirements are met 
(i) the trust is a valid trust under state law, or would be but for the 
fact that there is no corpus; (ii) the trust is irrevocable; (iii) the 
Beneficiaries of the trust who are Beneficiaries with respect to the 
trust's interest in the Participant's benefits are identifiable from the 
trust instrument within the meaning of Code Section 401(a)(9); and (iv) 
a copy of the trust is provided to the Plan.

(C)  Distribution Calendar Year. A calendar year for which a minimum 
distribution is required. For distributions beginning before the 
Participant's death, the first Distribution Calendar Year is the 
calendar year immediately preceding the calendar year which contains the 
Participant's Required Beginning Date. For distributions beginning after 
the Participant's death, the first Distribution Calendar Year is the 
calendar year in which distributions are required to begin pursuant to 
Section 7.2.
27
(D)  Life Expectancy. Life Expectancy and joint and last survivor 
expectancy are computed by use of the expected return multiples in 
Tables V and VI of section 1.72-9 of the regulations issued under the 
Code.

Unless otherwise elected by the Participant (or Spouse, in the case of 
distributions described in Section 7.2) by the time distributions are 
required to begin, Life Expectancies shall not be recalculated annually. 
Such election shall be irrevocable as to the Participant or Spouse and 
shall apply to all subsequent years. The Life Expectancy of a nonspouse 
Beneficiary may not be recalculated.

(E) Required Beginning Date.

(i)  General rule. The Required Beginning Date of a Participant is the 
first day of April of the calendar year following the calendar year in 
which the Participant attains age 70-1/2.

(ii)  Transitional rule. The Required Beginning Date of a Participant 
who attains age 70-1/2 before January 1, 1988, shall be determined in 
accordance with (1) or (2) below:

(1)  Non-5% owners. The Required Beginning Date of a Participant who is 
not a "5% owner" as defined in (iii) below is the first day of April of 
the calendar year following the calendar year in which the later of 
retirement or attainment of age 70-1/2 occurs.

(2)  5% owners. The Required Beginning Date of a Participant who is a 5% 
owner during any year beginning after December 31, 1979, is the first 
day of April following the later of:

(a)  the calendar year in which the Participant attains age 70-1/2; or

(b)  the earlier of the calendar year with or within which ends the Plan 
Year in which the Participant becomes a 5% owner, or the calendar year 
in which the Participant retires.

The Required Beginning Date of a Participant who is not a 5% owner who 
attains age 70-1/2 during 1988 and who has not retired as of January 1, 
1989, is April 1, 1990.

(iii)  5% owner. A Participant is treated as a 5% owner for purposes of 
this Section 5.11 if such Participant is a 5% owner as defined in Code 
Section 416(i) (determined in accordance with section 416 but without 
regard to whether the plan is top-heavy) at any time during the Plan 
Year ending with or within the calendar year in which such owner attains 
age 66-1/2 or any subsequent Plan Year

(iv)  Once distributions have begun to a 5% owner under this Section 
5.11, they must continue to be distributed, even if the Participant 
ceases to be a 5% owner in a subsequent year.

5.11.2   All distributions required under this Section 5.11 shall be 
determined and made in accordance with the Income Tax Regulations under 
Code Section 401(a)(9), including the minimum distribution incidental 
benefit requirement of section 1.401(a)(9),-2 of the regulations issued 
under the Code. The entire interest of a Participant must be distributed 
or begin to be distributed no later than the Participant's Required 
Beginning Date.

5.11.3   Limits on Distribution Periods. As of the first Distribution 
Calendar Year, distributions, if not made in a lump sum, may only be 
made over one of the following periods (or a combination thereof):

(A)  the life of the Participant;

(B)  the life of the Participant and a Designated Beneficiary;

(C)  a period certain not extending beyond the Life Expectancy of the 
Participant; or

(D)  a period certain not extending beyond the joint and last survivor 
expectancy of the Participant and a Designated Beneficiary.

For calendar years beginning before January 1, 1989, if the 
Participant's Spouse is not the Designated Beneficiary, the method of 
distribution selected must assure that at least 50% of the present value 
of the amount available for distribution is paid within the Life 
Expectancy of the Participant

5.11A   Determination of Amount to be Distributed Each Year. (A) If the 
Participant's interest is to be paid in the form of annuity 
distributions under the Plan (whether directly or in the form of an 
annuity purchased from an insurance company) payments under the annuity 
shall satisfy the following requirements:

(i)  the annuity distributions must be paid in periodic payments made at 
intervals not longer than one year;

28
(ii) the distribution period must be over a life (or lives) or over a 
period certain not longer than a Life Expectancy (or joint life and last 
survivor expectancy) described in Code Section 401(a)(9)(A)(ii) or Code 
Section 401(a)(9)(B)(iii), whichever is applicable;

(iii)  Life Expectancy (or joint life and last survivor expectancy) for 
purposes of determining the period certain shall be determined without 
recalculation of Life Expectancy;

(iv)  once payments have begun over a period certain, the period certain 
may not be lengthened even if the period certain is shorter than the 
maximum permitted;

(v)  payments must either be nonincreasing or increase only as follows:

(1)  with any percentage increase in a s-fled and generally recognized 
cost-of-living index;

(2)  to the extent of the reduction to the amount of the Participant's 
payments to provide for a survivor benefit upon death, but only if the 
Beneficiary whose life was being used to determine the distribution 
period described in Section 5.11.4(A)(iii) dies and the payments 
continue otherwise in accordance with that section over the life of the 
Participant;

(3)  to provide cash refunds of Employee contributions upon the 
Participant's death; or

(4)  because of an increase in benefits under the Plan.

(vi)  If the annuity is a life annuity (or a life annuity with a period 
certain not exceeding 20 years), the amount which must be distributed on 
or before the Participant's Required Beginning Date (or, in the case of 
distributions after the death of the Participant, the date distributions 
are required to begin pursuant to Section 7.2) shall be the payment 
which is required for one payment interval. The second payment need not 
be made until the end of the next payment interval even if that payment 
interval ends in the next calendar year. Payment intervals are the 
periods for which payments are received, e.g. bimonthly, monthly, semi-
annually, or annually.

If the annuity is a period certain annuity without a life contingency 
(or is a life annuity with a period certain exceeding 20 years) periodic 
payments for each distribution calendar year shall be combined and 
treated as an annual amount. The amount which must be distributed by the 
Participant's Required Beginning Date (or, in the case of distributions 
after the death of the Participant, the date distributions are required 
to begin pursuant to Section 7.2) is the annual amount for the first 
Distribution Calendar Year. The annual amount for other Distribution 
Calendar Years, including the annual amount for the calendar year in 
which the Participant's Required Beginning Date (or the date 
distributions are required to begin pursuant to Section 7.2) occurs, 
must be distributed on or before December 31 of the calendar year for 
which the distribution is required.

(B)   Annuities purchased after December 31, 1988, are subject to the 
following additional conditions:

(i)  Unless the Participant's Spouse is the Designated Beneficiary, if 
the Participant's interest is being distributed in the form of a period 
certain annuity without a life contingency, the period certain as of the 
beginning of the first Distribution Calendar Year may not exceed the 
applicable period determined using the table set forth in Q&A A-5 of 
section 1.401(a)(9)-2 of the regulations issued under the Code.

(ii)  If the Participant's interest is being distributed in the form of 
a joint and survivor annuity for the joint lives of the Participant and 
a nonspouse Beneficiary, annuity payments to be made on or after the 
Participant's Required Beginning Date to the Designated Beneficiary 
after the Participant's death must not at any time exceed the applicable 
percentage of the annuity payment for such period that would have been 
payable to the Participant using the table set forth in Q&A A-6 of 
section 1.401(a)(9)-2 of the regulations under the Code.

(C)   Transitional Rule. If payments under an annuity which complies 
with Section 5.11.4(A) begin prior to January 1, 1989, the minimum 
distribution requirements in effect as of July 27, 1987, shall apply to 
distributions from this Plan, regardless of whether the annuity form of 
payment is irrevocable. This transitional rule also applies to deferred 
annuity contracts distributed to or owned by the Participant prior to 
January 1, 1989, unless additional contributions are made under the Plan 
by the Employer or Affiliate with respect to such contract.

(D)   If the form of distribution is an annuity made in accordance with 
Section 5.11.4, any additional benefits accruing to the Participant 
after his or her Required Beginning Date shall be distributed as a 
separate and identifiable component of the annuity beginning with the 
first payment interval ending in the calendar year immediately following 
the calendar year in which such amount accrues.

(E)   Any part of the Participant's interest which is in the form of an 
individual account shall be distributed in a manner satisfying the 
requirements of Code Section 401(a)(9).

5.11.5   Transitional Rule: Section 242 Election. Notwithstanding the 
other requirements of this Article and subject to the Joint and Survivor 
Annuity rules set forth in Article VI, distribution on behalf of any 
Employee, including a 5% owner, may be made in accordance with all of 
the following requirements (regardless of when such distribution 
commences):

(A)  the distribution by the trust is one which would not have 
disqualified such trust under Code Section 401(a)(9) as in effect prior 
to amendment by the Deficit Reduction Act of 1984;

29
(B)  the distribution is in accordance with a method of distribution 
designated by the Employee whose interest in the trust is being 
distributed or, if the Employee is deceased, by a Beneficiary of such 
Employee;

(C)  such designation was in writing, was signed by the Employee or the 
Beneficiary, and was made before January 1, 1984;

(D)  the Employee had accrued a benefit under the Plan as of December 
31, 1983; and

(E)  the method of distribution designated by the Employee or the 
Beneficiary specifies the time at which distribution will commence, the 
period over which distributions will be made, and in the case of any 
distribution upon the Employee's death, the Beneficiaries of the 
Employee listed in order of priority.

A distribution upon death will not be covered by this transitional rule 
unless the information in the designation contains the required 
information described above with respect to the distributions to be made 
upon the death of the Employee.

For any distribution which commences before January 1, 1984, but 
continues after December 31, 1983, the Employee, or the Beneficiary, to 
whom such distribution is being made, will be presumed to have 
designated the method of distribution under which the distribution is 
being made if the method of distribution was specified in writing and 
the distribution satisfies the requirements in subsections 5.11.5(A) 
and(E).

If a designation is revoked any subsequent distribution must satisfy the 
requirements of Code Section 401(a)(9). If a designation is revoked 
subsequent to the date distributions are required to begin, the trust 
must distribute by the end of the calendar year following the calendar 
year in which the revocation occurs the total amount not yet distributed 
to satisfy Code Section 401(a)(9) but for the Section 242(b)(2) 
election. For calendar years beginning after December 31, 1988, such 
distributions must meet the minimum distribution incidental benefit 
requirements in section 1.401(a)(9)-2 of the regulations issued under 
the Code. Any changes in the designation will be considered to be a 
revocation of the designation.  However, the mere substitution or 
addition of another Beneficiary (one not named in the designation) under 
the designation will not be considered to be a revocation of the 
designation, so long as such substitution or addition does not alter the 
period over which distributions are to be made under the designation, 
directly or indirectly (for example, by altering the relevant measuring 
life). In the case in which an amount is transferred or rolled over from 
one plan to another plan, the rules in Q&A J-2 and Q&A J-3 of section 
1.401(a)(9)-1 of the regulations issued under the Code.

ARTICLE VI
FORMS OF PAYMENT OF RETIREMENT
BENEFITS

6.1   Methods of Distribution

6.1.1   If the Plan is a money purchase pension plan or a target benefit 
plan, a Participant's benefit shall be payable in the normal form of a 
Qualified Joint and Survivor Annuity if the Participant is married on 
his or her Benefit Commencement Date and in the normal form of an 
immediate annuity for the life of the Participant if the Participant is 
not married on that date. A Participant who terminated Employment on or 
after satisfying the requirements for Early Retirement may elect to have 
his or her Qualified Joint and Survivor Annuity distributed upon 
attainment of such Early Retirement. If the Plan is a profit-sharing 
plan that satisfies the requirements set forth in Section 6.1.2, a 
Participant's Accounts shall only be payable in the normal form of a 
lump-sum distribution in accordance with Section 6.1.1(B) below. A 
Participant in a money purchase pension plan, a target benefit plan, or 
a profit-sharing plan that does not satisfy the requirements set forth 
in Section 6.1.2, may at any time after attaining age 35 and prior to 
his or her Benefit Commencement Date elect, in accordance with Section 
6.2, any of the following optional forms of payment instead of the 
normal form:

(A)  An Annuity Contract payable as:

(i)  a single life annuity;

(ii)  a joint and 50% survivor annuity with a contingent annuitant;

(iii)  a joint and 100% survivor annuity with a contingent annuitant;

(iv) an annuity for the life of the Participant with 120 monthly 
payments certain;

(B)  A lump-sum distribution in cash or in kind, or part in cash and 
part in kind; or

(C)  In installments payable in cash or in kind, or part in cash and 
part in kind over a period not in excess of that required to comply with 
Section 5.11.4.

Anything in this Section 6.1.1 to the contrary notwithstanding, if the 
value of a Participant's vested Account as of the applicable Valuation 
Date is $3,500 or less, his or her benefit shall be paid in the form of 
a lump-sum distribution and no optional form of benefit payment shall be 
available.

30
6.1.2   If the Plan is a profit-sharing plan then: (A) the Participant 
cannot elect payments in the form of a Life annuity (this Section 6.1.2 
shall not apply if a life annuity form is an optional form preserved 
under Code Section 411(d)(6)); (B) on the death of the Participant, the 
Participant's benefits will be paid to his or her Surviving Spouse, if 
any, or, if his or her Surviving Spouse has already consented in a 
manner conforming to an election under Section 6.2.4, then to the 
Participant's Beneficiary; and (C) the normal form of benefit shall be a 
lump-sum and Sections 6.2.1, 6.2.2 and 6.2.4 shall not be applied by the 
Administrator. A Participant in such a profit-sharing plan may also 
elect to receive his or her benefit in the form of installments in 
accordance with Section 6.1.1(C) of the Plan. This Section 6.1.2 shall 
not apply, however, with respect to the Participant if it is determined 
that the Plan is a direct or indirect transferee of a defined benefit 
plan, a money purchase pension plan (including a target benefit plan) or 
a stock bonus or profit-sharing plan which is subject to the survivor 
annuity requirements of Code Sections 401(a)(11) and 417. In addition, 
this Section 6.1.2 shall not apply unless the Participant's Surviving 
Spouse, if any, is the Beneficiary of (i) the proceeds of any insurance 
on the Participant's life purchased by Employer contributions or (ii) 
forfeitures allocated to the Participant's Employer Account or unless 
the Participant's Surviving Spouse has consented to the Participant's 
designation of another Beneficiary as referred to in subsection (C) of 
this Section 6.1.2.

6.1.3   The following transitional rules shall apply for those 
Participants entitled to but not receiving benefits as of August 23, 
1984:

(A)  Any living Participant not receiving benefits on August 23, 1984, 
who would otherwise not receive the benefits prescribed by Section 6.1 
must be given the opportunity to elect to have Section 6.1 apply if such 
Participant is credited with at least one Hour of Service under this 
Plan or a predecessor plan in a Plan Year beginning on or after January 
1, 1976, and such Participant had at least 10 Years of Service when he 
or she terminated from Employment.

(B)  Any living Participant not receiving benefits on August 23, 1984, 
who was credited with at least one Hour of Service under this Plan or a 
predecessor plan on or after September 2, 1974, and who is not otherwise 
credited with an Hour of Service in a Plan Year beginning on or after 
January 1, 1976, must be given the opportunity to have his or her 
benefits paid in accordance with this Section 6.1.3(D).

(C)   The respective opportunities to elect (as described in these 
Sections 6.1.3(A) and (B)) must be afforded to the appropriate 
Participants during the period commencing on August 23, 1984, and ending 
on such Participant's Benefit Commencement Date.

(D)  Any Participant who has elected pursuant to this Section 6.1.3(B) 
and any Participant who does not elect under this Section 6.1.3(A) or 
who meets the requirements of this Section 6.1.3(A) except that such 
Participant does not have at least ten Years of Service when he or she 
terminates from Employment, shall have his or her benefits distributed 
in accordance with all of the following requirements if benefits would 
have been payable in the form of a single life annuity:

(1)   Automatic Qualified Joint and Survivor Annuity

If benefits in the form of a single life annuity become payable to a 
married Participant who:

(a)  begins to receive payments on or after Normal Retirement Age; or

(b)  dies on or after Normal Retirement Age while in active Employment; 
or

(c)  begins to receive payments on or after the "Qualified Early 
Retirement Age", as that term is defined in Section 6.1.3(D)(3)(a); or

(d)  terminates from Employment on or after attaining Normal Retirement 
Age (or Qualified Early Retirement Age) and after satisfying the 
eligibility requirement for the payment of benefits under the Plan and 
thereafter dies before his or her Benefit Commencement Date; then such 
benefits will be received in the form of a Qualified Joint and Survivor 
Annuity, unless the Participant has elected otherwise during the 
election period which begins at least six months before the Participant 
attains Qualified Early Retirement Age and ends no earlier than 90 days 
before his or her Benefit Commencement Date. Any election hereunder will 
be in writing and may be changed by the Participant at any time.

(2)   Election of early survivor annuity

A Participant who is employed after attaining the Qualified Early 
Retirement Age will be given the opportunity to elect, beginning on the 
later of (1) the 90th day before he or she attains his or her Qualified 
Early Retirement Age, or (2) the date on which participation begins, and 
ending on the date he or she terminates Employment, to have a survivor 
annuity payable on death. If the Participant elects the survivor 
annuity, payments under such annuity must not be less than the payments 
which would have been made to the Spouse under the Qualified Joint and 
Survivor Annuity if the Participant had retired on the day before his or 
her death. Any election under this provision will be in writing and may 
be changed by the Participant at any time.

(3)   Qualified Earl Retirement Age

(a)  For purposes of this section 6.1.3, Qualified Early Retirement Age 
is the latest of:

(i)  the earliest date, under the Plan, on which the Participant may 
elect to receive retirement benefits,

31
(iii)  the first day of the 120th month beginning before the Participant 
reaches Normal Retirement Age, or

(iii)  the date the Participant begins participation.

(b)   Qualified Joint and Survivor Annuity is an annuity for the life of 
the Participant with a survivor annuity for the life of the Spouse as 
described in Section 1.77.

6.2    Election of Optional Forms

6.2.1   By notice to the Administrator at any time prior to a 
Participant's date of death and beginning on the first day of the Plan 
Year in which the Participant attains age 35, the Participant may elect, 
in writing, not to receive the normal form of benefit payment otherwise 
applicable and to receive instead an optional form of benefit payment 
provided for in Section 6A.1. If the Participant separates from 
Employment prior to the first day of the Plan Year in which the 
Participant attains age 35, the Participant may make such election 
beginning on the date he or she separates from Employment.  This Section 
6.2.1 shall not be applicable if Section 6.1.2 applies to a Participant.

6.2.2   Within a reasonable period, but in any event no less than 30 and 
no more than 90 days prior to each Participant's Benefit Commencement 
Date, the Administrator shall provide to each Participant a written 
explanation of the terms and conditions of a Qualified Joint and 
Survivor Annuity. Such written explanation shall consist of:

(A)  the terms and conditions of the Qualified Joint and Survivor 
Annuity;

(B)  the Participant's right to make, and the effect of, an election to 
waive the Qualified Joint and Survivor Annuity;

(C)  the rights of the Participant's Spouse under Section 6.2.4;

(D)  the right to make, and the effect of, a revocation of a previous 
election to waive the Qualified Joint and Survivor Annuity; and

(E) the relative values of the various optional forms of benefit under 
the Plan.

The Administrator may, on a uniform and nondiscriminatory basis, provide 
for such other notices, information or election periods or take such 
other action as the Administrator considers necessary or appropriate to 
implement the provisions of this Section 6.2.2.

6.2.3   A Participant may revoke his or her election to take an optional 
form of benefit, and elect a different form of benefit, at any time 
prior to the Participant's Benefit Commencement Date.

6.2.4   The election of an optional benefit by a Participant after 
December 31, 1984, must also be a waiver of a Qualified Joint and 
Survivor Annuity by the Participant. Any waiver of a Qualified Joint and 
Survivor Annuity shall not be effective unless (A) the Participant's 
Spouse consents in writing; (B) the election designates a specific 
alternate Beneficiary, including any class of Beneficiaries or any 
contingent Beneficiaries which may not be changed without spousal 
consent (or the Spouse expressly permits designations by the Participant 
without any further spousal consent); (C) the Spouse's consent to the 
waiver is witnessed by a Plan representative or notary public; and (D) 
the Spouse's consent acknowledges the effect of the election. 
Additionally, a Participant's waiver of the Qualified Joint and Survivor 
Annuity will not be effective unless the election designates a form of 
benefit payment which may not be changed without spousal consent or the 
Spouse expressly permits designations without any further spousal 
consent. Notwithstanding this consent requirement, if the Participant 
establishes to the satisfaction of a Plan representative that such 
written consent may not be obtained because there is no Spouse or the 
Spouse cannot be located, the election will be deemed effective. Any 
consent necessary under this provision will not be valid with respect to 
any other Spouse. A consent that permits designations by the Participant 
without any requirement of further consent by such Spouse must 
acknowledge that the Spouse has the right to limit consent to a specific 
Beneficiary, and a specific form of benefit, where applicable, and that 
the Spouse voluntarily elects to relinquish either or both of such 
rights. Additionally, a revocation of a prior waiver may be made by a 
Participant without the consent of the Spouse at any time before his or 
her Benefit Commencement Date. The number of revocations shall not be 
limited. Any new waiver will require a new consent by the electing 
Participant's Spouse. No consent obtained under this provision shall be 
valid unless the Participant has received notice as provided in this 
Section.

6.2.5   The election of an optional form of benefit which contemplates 
the payment of an annuity shall not be given effect if any person who 
would receive benefits under the annuity dies before the Benefit 
Commencement Date.

6.3   Change in Form of Benefit Payments

Any former Employee whose payments are being deferred or who is 
receiving installment payments may request acceleration or other 
modification of the form of benefit distribution, subject: to Code 
Section 401(a)(9), provided that any necessary consent to such change 
required pursuant to Section 6.2.4 is obtained from the Employee's 
Spouse. This Section 6.3 shall not apply to any Employee who becomes a 
Participant on or after January 1, 1989 or to Plans adopted after that 
date.

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6.4   Direct Rollovers

6.4.1   The provisions of this Section 6.4 apply only to distributions 
made on or after January 1, 1993.

6.4.2    Notwithstanding any provision of the Plan to the contrary that 
would otherwise limit a Distributee's election under this Section 6.4, a 
Distributee may elect, at the time and in the manner prescribed by the 
Administrator, to have any portion of an Eligible Rollover Distribution 
paid directly to an Eligible Retirement Plan specified by the 
Distributee in a Direct Rollover.

6.4.3   Definitions - All terms used in this Section 6.4 shall have the 
meaning set forth below:

(A)  Eligible Rollover Distribution: An Eligible Rollover Distribution 
is any distribution of all or any portion of the balance to the credit 
of the Distributee, except, that an Eligible Rollover Distribution does 
not include: any distribution that is one of a series of substantially 
equal periodic payments (not less frequently than annually) made for the 
life (or life expectancy) of the Distributee or the joint lives (or 
joint life expectancies) of the Distributee and the Distributee's 
designated beneficiary, or for a specified period of ten years or more; 
any distribution to the extent such distribution is required under Code 
Section 401(a)(9); and the portion of any distribution that is not 
includible in gross income (determined without regard to the exclusion 
for net unrealized appreciation with respect to employer securities).

(B)  Eligible Retirement Plan: An Eligible Retirement Plan is an 
individual retirement account described in Code Section 408(a), an 
individual retirement annuity described in Code Section 408(b), an 
annuity plan described in Code Section 403(a), or a qualified trust 
described in Code Section 401 (a) that accepts the Distributee's 
Eligible Rollover Distribution. However, in the case of an Eligible 
Rollover Distribution to the Surviving Spouse, an Eligible Retirement 
Plan is an individual retirement account or individual retirement 
annuity.

(C)  Distributee: A Distributee includes an Employee or former Employee. 
In addition, the Employee's or former Employee's Surviving Spouse and 
the Employee's or former Employee's Spouse or former Spouse who is the 
alternate payee under a qualified domestic relations order, as defined 
in Code Section 414(p), are Distributees with regard to the interest of 
the Spouse or former Spouse.

(D)  Direct Rollover: A Direct Rollover is a payment by the Plan to the 
Eligible Retirement Plan specified by the Distributee.

ARTICLE VII
Death Benefits

7.1   Payment of Account Balances

7.1.1   The benefits payable to the Beneficiary of a Participant who 
dies while an Employee shall be the Account Balance of all of his or her 
Accounts including, if applicable, the proceeds of any life insurance 
contract in effect on the Participant's life in accordance with Section 
7.3. The benefits payable to the Beneficiary of a Participant who dies 
after terminating Employment shall be the vested Account Balance of all 
of his or her Accounts. Except as otherwise provided in this Article 
VII, a Beneficiary may request that he or she be paid his or her 
benefits as soon as practicable after the Participant's death.

7.1.2   If a Participant dies before distribution of his or her entire 
interest in the Plan has been completed, the remaining interest shall, 
subject to Section 7.2.5, be distributed to the Participant's 
Beneficiary in the form, at the time and from among the methods 
specified in Section 6.1.1 as elected by the Beneficiary in writing 
filed with the Administrator. If an election is not received by the 
Administrator within 90 days following the date the Administrator is 
notified of the Participant's death, the distribution shall be made, if 
to a Surviving Spouse, in accordance with Section 7.2.5(B), and, if to 
some other Beneficiary, to the Beneficiary in a lump-sum.

7.1.3   The value of the benefits payable to a Beneficiary shall be 
determined in accordance with Section 10.6.2. If the value of such death 
benefit is $3,500 or less, distribution of such benefit shall be made in 
a lump-sum as soon as practicable following the death of the 
Participant.

7.2   Beneficiaries

7.2.1   The Administrator shall provide each Participant, within the 
period described in Section 7.2.1(A) for such Participant, a written 
explanation of the death benefit in such terms and in such a manner as 
would be comparable to the explanation provided for meeting the 
requirements applicable to a Qualified Joint and Survivor Annuity. This 
Section 7.2.1 shall not be applicable if Section 6.1.2 applies to a 
Participant

(A)  The period for providing a written explanation of the death benefit 
for a Participant ends on the latest of the following to occur:

(i)  the period beginning with the first day of the Plan Year in which 
the Participant attains age 32 and ending with the close of the Plan 
Year preceding the Plan Year in which the Participant attains age 35;

(ii)  a reasonable period ending after the Employee becomes a 
Participant; or

(iii) a reasonable period ending after Code Section 417 first applies to 
the Participant.

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Notwithstanding the foregoing, notice must be provided within a 
reasonable period ending after termination of Employment in case of a 
Participant who terminates Employment before attaining age 35 and who 
has a vested interest in his or her Account

(B)  For purposes of the preceding paragraph, a reasonable period ending 
after the enumerated events described in (ii) and (iii) is the end of 
the two-year period beginning one year prior to the date the applicable 
event occurs and ending one year after that date. A Participant who has 
a vested interest in his or her Account and who terminates Employment 
before the Plan in which age 35 is attained, shall be provided such 
notice within the two-year period beginning one year prior to and ending 
one year after termination. If such a Participant returns to Employment, 
the applicable period for such Participant shall be redetermined.

7.2.2   A Participant shall designate one or more Beneficiaries to whom 
amounts due after his or her death, other than under the Qualified Joint 
and Survivor Annuity, shall be paid. In the event a Participant fails to 
make a proper designation or in the event that no designated Beneficiary 
survives the Participant, the Participant's Beneficiary shall be the 
Participant's Surviving Spouse, or if the Participant has no Surviving 
Spouse, the legal representative of the Participant's estate, as an 
asset of that estate. A Participant's Beneficiary shall not have any 
right to benefits under the Plan unless he or she shall survive the 
Participant.

7.2.3   Any designation of a Beneficiary incorporated into an Annuity 
Contract or insurance contract shall be governed by the terms of such 
Annuity Contract or insurance contract Any other designation of a 
Beneficiary must be filed with the Administrator, in a time and manner 
designated by such Administrator, in order to be effective. Any such 
designation of a Beneficiary may be revoked by filing a later 
designation
or an instrument of revocation with the Administrator, in a time and 
manner designated by the Administrator.

7.2.4   Effective after December 31, 1984, a married Participant whose 
designation of a Beneficiary is someone other than his or her Spouse, 
including a Beneficiary referred to in the first sentence of Section or 
the change of any such Beneficiary to a new Beneficiary other than the 
Participant's Spouse, shall not be valid unless made in writing and 
consented to by the Participant's Spouse in such terms and in such a 
manner as would be comparable to the consent provided for a waiver of 
the Qualified Joint and Survivor Annuity. The Spouse's consent to such 
designation must be made in the manner described in Section 6.2.4.

7.2.5   Notwithstanding any other provision of the Plan to the contrary:

(A)  If the Participant dies after his or her Benefit Commencement Date, 
but before distribution of his or her benefit has been completed, the 
remaining portion of such benefit may continue in the form and over the 
period in which the distributions were being made, but in any event must 
continue to be made at least as rapidly as under the method of 
distribution being used prior to the Participant's death.

(B)  If the Participant dies leaving a Surviving Spouse before his or 
her Benefit Commencement Date, the Participant's benefit shall be 
payable to the Participant's Surviving Spouse in the form of an annuity 
for the life of the Surviving Spouse. The preceding sentence shall not 
apply if, within 90 days following the date the Administrator is 
notified of the Participant's death, his or her Surviving Spouse elects, 
by written notice to the Administrator, any other form of benefit 
payment specified in Section 6.1.1, or the such Surviving Spouse has 
already consented in a manner described in Section 6.2.4 to a 
distribution to an alternate Beneficiary designated by the Participant. 
If the Plan is a profit-sharing plan which meets the requirements of 
Section 6.1.2., the Surviving Spouse shall receive his or her 
distribution in the form of a lump-sum unless she or he elects within 90 
days following the date the Administrator is notified of the 
Participant's death, any other form of benefit payment specified in 
Section 6.1.1, or the Participant's Surviving Spouse has already 
consented in a manner described in Section 6.2.4 to a distribution to an 
alternate Beneficiary designated by the Participant. If the 
Participant's benefit is $3,500 or less, distribution shall be made in 
the form of a lump-sum comprised of the assets in the Account 
immediately prior to the distribution if the Account consists of 
Participant-Directed Assets. If the Account does not consist of 
Participant-Directed Assets, the distribution shall be in cash. If the 
Participant's benefit is distributable in the form of an annuity for the 
life of the Surviving Spouse, the Surviving Spouse may elect to have 
such annuity distributed immediately.

(C)  If the Participant dies before his or her Benefit Commencement 
Date, the distribution of the Participant's entire interest shall be 
completed by December 31 of the calendar year containing the fifth 
anniversary of the Participant's death except to the extent that an 
election is made by the designated Beneficiary involved to receive 
distributions in accordance with (i) or (ii) of this subsection (C) 
below.

(i)  if any portion of the Participant's interest is payable to a 
designated Beneficiary who is an individual, distributions may be made 
in substantially equal installments over the life or Life Expectancy, as 
defined in Section 5.11.1(D), of the designated Beneficiary commencing 
on or before December 31 of the calendar year immediately following the 
calendar year of the Participant's death;

(ii) if the designated Beneficiary is the Participant's Surviving 
Spouse, the date distributions are required to begin in accordance with 
(i) of this subsection (C) shall not be earlier than the later of 
December 31 of the calendar year in which the Participant died and 
December 31 of the calendar year in which the Participant would have 
attained age 65; and

(iii) if the Surviving Spouse dies before payments begin subsequent 
distributions shall be made as if the Surviving Spouse had been the 
Participant.

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(D)  For purposes of this Section 7.2.5, distribution of a Participant's 
interest is considered to begin on the Participant's Required Beginning 
Date, as defined in Section 5.11.1(E). If distribution in the form of an 
annuity irrevocably commences to the Participant before such Required 
Beginning Date, the date distribution is considered to begin is the date 
distribution actually commences.

(E)  For purposes of this Section 7.2.5, any amount paid to a child of 
the Participant will be treated as if it had been paid to the 
Participant's Surviving Spouse if the amount becomes payable to such 
Surviving Spouse when the child reaches the age of majority.

(F)  If the Participant has not made an election pursuant to this 
Section 7.2.5 by the time of his or her death, the Participant's 
designated Beneficiary must elect the method of distribution no later 
than the earlier of (i) December 31 of the calendar year in which 
distributions would be required to begin under this Section or (ii) 
December 31 of the calendar year which contains the fifth anniversary of 
the date of death of the Participant. If the Participant has no 
designated Beneficiary, or if the designated Beneficiary does not elect 
a method of distribution, distribution of the Participant's entire 
interest must be completed by December 31 of the calendar year 
containing the fifth anniversary of the Participant's death.

7.3   Life Insurance

7.3.1   With the consent of the Administrator and upon such notice as 
the Administrator may require, a Participant may direct that a portion 
of his or her Account be used to pay premiums on life insurance on the 
Participant's life; provided, however, that (a) the aggregate premiums 
paid on ordinary life insurance must be less than 50% of the aggregate 
contributions allocated to the Participant's Employer Accounts, (b) the 
aggregate premiums paid on term life insurance contracts, universal life 
insurance contracts and all other life insurance contracts which are not 
ordinary life insurance may not exceed 25% of the aggregate 
contributions allocated to the Participant's Employer Account, and (c) 
the sum of one-half of the premiums paid on ordinary life insurance and 
the total of all other life insurance premiums may not exceed 25% of the 
aggregate contributions allocated to the Employer Account of the 
Participant. For purposes of these limitations, ordinary life insurance 
contracts are contracts with both non-decreasing death benefits and non-
increasing premiums.

7.3.2   The Trustee shall be the owner of each life insurance contract 
purchased under this Section 7.3 and the proceeds of each such contract 
shall be payable to the Trustee, provided that all benefits, rights and 
privileges under each contract on the life of a Participant which are 
available while the Participant is living shall be exercised by the 
Trustee only upon and in accordance with the written instructions of the 
Participant. The proceeds of all such insurance on the life of a 
Participant shall be paid over by the Trustee to the Participant's 
Beneficiary in accordance with this Article VII. Under no circumstances 
shall the Trustee retain any part of the proceeds.

7.3.3   Any dividends or credits earned on a life insurance contract 
shall be applied when received in reduction of any premiums thereon, or, 
if no premiums are due, applied to increase the proceeds of the 
insurance contract.

7.3.4    If a Participant is found by the Administrator to be insurable 
only at a substandard premium rate, the policy shall provide a reduced 
death benefit using the same premium as would be required if the 
Participant were a standard risk, the amount of the death benefit being 
determined in accordance with the amount of the rating.

7.3.5   The cash surrender value of an insurance contract to the extent 
deriving from Employer or Participant contributions, if any, shall be 
included, respectively, in the Account Balance of the Account from which 
the premiums were paid. Any death benefits under an insurance contract 
payable before the Participant's termination of Employment will be paid 
to the Trustee for addition to the relevant Account of the Participant 
for distribution in accordance with Section 7.1.

7.3.6   Any other provisions herein to the contrary notwithstanding, the 
purchase of life insurance for any Participant shall be subject to such 
minimum premium requirements as the Trustee may determine from time to 
time.

7.3.7   Premiums on life insurance contracts on a Participant's life 
shall be paid by the Trustee, unless directed otherwise by the 
Participant, first from cash in the Participant's Employer Accounts to 
the extent thereof, and then from cash in the Participant's Participant 
Contributions Accounts, if any, to the extent thereof. If there is 
insufficient cash in either Account to pay premiums due, the Trustee 
shall notify the Participant of this fact. If the Participant does not 
thereafter instruct the Trustee to sell sufficient assets in an Account 
of the Participant to pay premiums due on a timely basis, the Trustee 
shall not be obligated to take any further action with respect to any 
life insurance contract on the Participant's life, whether as regards 
continuing insurance on a paid-up basis, effecting a reduction of the 
insurance in force, or otherwise, except at the direction of the 
Participant.

7.3.8   Prior to such time as a Participant becomes entitled to receive 
a distribution of any benefits under this Plan for any reason other than 
the Participant's death, the Trustee shall, pursuant to the written 
direction of the Participant delivered to the Administrator within such 
period of time as is acceptable to the Administrator, either convert all 
life insurance contracts on the Participant's life into cash or an 
annuity to provide current or future retirement income to the 
Participant or distribute the contracts to the Participant as a part of 
a benefit distribution; provided, however, that:

(A)  the contracts shall not be distributed unless, if the Participant 
is married at the time the distribution of the contracts is to be made, 
and the Plan is a money purchase pension plan, a target benefit plan or 
a profit-sharing plan to which Section 6.1.2 does not apply, the 
Participant's Spouse at that time consents to a distribution in the 
manner prescribed by Section 6.2.4; and

35
(B)  if the cash value of any contracts at the time they become 
distributable to a Participant exceeds a Participant's vested interest 
in his or her Employer Accounts at that time, the Participant shall be 
entitled to receive a distribution of such contracts only if the 
Participant promptly pays such excess in cash to the Trust Fund.

Life insurance contracts on a Participant's life shall not continue to 
be maintained under the Plan following the Participant's termination of 
Employment or after Employer contributions have ceased.

If a Participant on whose life an insurance contract is held does not 
make a timely and proper direction regarding the contract under this 
Section 
7.3.8, the Participant shall be deemed to have directed that the 
contract be converted into cash to be distributed in the manner in which 
the Participant's benefit is to be distributed.

7.3.9   Anything contained herein to the contrary notwithstanding, in 
the event of any conflict between the terms of the Plan and the terms of 
any insurance contract purchased under this Section 7.3, the provisions 
of the Plan shall control.

ARTICLE VIII
FIDUCIARIES

8.1   Named Fiduciaries

8.1.1   The Administrator shall be a "named fiduciary" of the Plan, as 
that term is defined in ERISA Section 402(a)(2), with authority to 
control and manage the operation and administration of the Plan, other 
than authority to manage and control Plan assets. The Administrator 
shall also be the "administrator" and "plan administrator" with respect 
to the Plan, as those terms are defined in ERISA Section 3(16)(A) and in 
Code Section 414(g), respectively.

8.1.2   The Trustee, or Investment Committee if appointed by the 
Employer, shall be a "named fiduciary" of the Plan, as that term is 
defined in ERISA Section 402(a)(2), with authority to manage and control 
all Trust Fund assets and to select an Investment Manager or Investment 
Managers. If Merrill Lynch Trust Company is the Trustee, it shall be a 
nondiscretionary trustee; an Investment Committee shall be appointed and 
shall be the Employer, who may also remove such Investment Committee; 
and the Investment Committee shall be the "named fiduciary" with respect 
to Trust Fund assets. Anything in this Section 8.1.2. to the contrary 
notwithstanding, with respect to Participant-Directed Assets, the 
Participant or Beneficiary having the power to direct the investment of 
such assets shall be the "named fiduciary" with respect thereto.

8.1.3   The Trustee, or Investment Committee if appointed by the 
Employer, shall have the power to make and deal with any investment of 
the Trust Fund permitted in Section 10.4, except Participant-Directed 
Assets or assets for which an Investment Manager has such power, in any 
manner which it deems advisable and shall also:

(A)  establish and carry out a funding policy and method consistent with 
the objectives of the Plan and the requirements of ERISA;

(B)  have the power to select Annuity Contracts, if applicable;

(C)  have the power to determine, if applicable, what investments 
specified in Section 10.4, including, without limitation, Qualified 
Employer Securities and regulated investment company shares, are 
available as Participant-Directed Assets; and

(D)  have all the rights, powers, duties and obligations granted or 
imposed upon it elsewhere in the Plan.

8.2   Employment of Advisers

A "named fiduciary", with respect to the Plan (as defined in ERISA 
Section 402(a)(2)) and any "fiduciary" (as defined in ERISA Section 
3(4)) appointed by such a "named fiduciary", may employ one or more 
persons to render advice with regard to any responsibility of such 
"named fiduciary or "fiduciary" under the Plan.

8.3   Multiple Fiduciary Capacities

Any "named fiduciary" with respect to the Plan (as defined in ERISA 
Section 402(a)(2)) and any other "fiduciary" (as defined in ERISA 
Section 3(4)) with respect to the Plan may serve in more than one 
fiduciary capacity.

8.4    Indemnification

To the extent not prohibited by state or federal law, the Employer 
agrees to, and shall indemnify and save harmless, as the case may be, 
each Administrator (if a person other than the Employer), Trustee, 
Investment Committee and/or any Employee, officer or director of the 
Employer, or an Affiliate, from all claims for liability, loss, damage 
or expense (including payment of reasonable expenses in connection with 
the defense against any such claim) which result from any exercise or 
failure to exercise any of the indemnified person's responsibilities 
with respect to the Plan, other than by reason of gross negligence.

36
8.5   Payment of Expenses

8.5.1   All Plan expenses including without limitation, expenses and 
fees (including fees for legal services rendered and fees to the 
Trustee) of the Sponsor, Administrator, Investment Manager, Trustee, and 
any insurance company, shall be charged against and withdrawn from the 
Trust Fund; provided, however, the Employer may pay any of such expenses 
or reimburse the Trust Fund for any payment.

8.5.2   All transactional costs or charges imposed or incurred (if any) 
for Participant-Directed Assets shall be charged to the Account of the 
directing Participant or Beneficiary. Transactional costs and charges 
shall include, but shall not be limited to, charges for the acquisition 
or sale or exchange of Participant-Directed Assets, brokerage 
commissions, service charges and professional fees.

8.5.3   Any taxes which may be imposed upon the Trust Fund or the income 
therefrom shall be deducted from and charged against the Trust Fund.

ARTICLE IX
PLAN ADMINISTRATION

9.1   The Administrator

9.1.1   The Employer may appoint one or more persons as Administrator, 
who may also be removed by the Employer. If any individual is appointed 
as Administrator, and the individual is an Employee, the individual, 
will be considered to have resigned as Administrator if he or she 
terminates Employment and at least one other person continues to serve 
as Administrator. Employees shall receive no compensation for their 
services rendered to or as Administrator.

9.1.2   If more than one person is designated as Administrator, the 
Administrator shall act by a majority of its members at the time in 
office and such action may be taken either by a vote at a meeting or in 
writing without a meeting. However, if less than three members are 
appointed, the Administrators shall act only upon the unanimous consent 
of its members. An Administrator who is also a Participant shall not 
vote or act upon any matter relating to himself or herself, unless such 
person is the sole Administrator.

9.1.3   The Administrator may authorize in writing any person to execute 
any document or documents on the Administrator's behalf, and any 
interested person, upon receipt of notice of such authorization directed 
to it, may thereafter accept and rely upon any document executed by such 
authorized person until the Administrator shall deliver to such 
interested person a written revocation of such authorization.

9.2   Powers and Duties of the Administrator

9.2.1  The Administrator shall have the power to construe the Plan and 
to determine all questions of fact or interpretation that may arise 
thereunder, and any such construction or determination shall be 
conclusively binding upon all persons interested in the Plan.

9.2.2   The Administrator shall have the power to promulgate such rules 
and procedures, to maintain or cause to be maintained such records and 
to issue such forms as it shall deem necessary and proper for the 
administration of the Plan.

9.2.3   Subject to the terms of the Plan, the Administrator shall 
determine the time and manner in which all elections authorized by the 
Plan shall be made or revoked.

9.2.4   The Administrator shall have all the rights, powers, duties and 
obligations granted to or imposed upon it elsewhere in the Plan.

9.2.5   The Administrator shall exercise all of its responsibilities in 
a uniform and nondiscriminatory manner.

9.3   Delegation of Responsibility

The Administrator may designate persons, including persons other than 
"named fiduciaries" (as defined in ERISA Section 402(a)(2)) to carry out 
the specified responsibilities of the Administrator and shall not be 
liable for any act or omission of a person so designated.

ARTICLE X
TRUSTEE AND INVESTMENT COMMITTEE

10.1   Appointment of Trustee and Investment Committee

10.1.1   The Employer shall appoint one or more persons as a Trustee who 
shall serve as such for all or a portion of the Trust Fund. By executing 
the Adoption Agreement: (i) the Employer represents that all necessary 
action has been taken for the appointment of the Trustee; (ii) the 
Trustee acknowledges that it accepts such appointment; and (iii) both 
the Employer and the Trustee agree to act in accordance with the Trust 
provisions contained in this Article X.

37
10.1.2   An Employee appointed as Trustee or to the Investment Committee 
shall receive no compensation for services rendered in such capacity and 
will be considered to have resigned if he or she terminates Employment 
and at least one other person continues to act as Trustee or as the 
Investment Committee, as the case may be. If Merrill Lynch Trust Company 
is the Trustee, the Employer shall appoint an Investment Committee, and 
Merrill Lynch Trust Company shall be a nondiscretionary trustee.

10.1.3    If more than one person is acting as the Trustee, or as an 
Investment Committee, such Trustee, or Investment Committee, shall act 
by a majority of the persons at the time so acting and such action may 
be taken either by a vote at a meeting or in writing without a meeting. 
If less than three members are serving, the Trustee, or Investment 
Committee, shall act only upon the unanimous consent of those serving. 
The Trustee, or Investment Committee, may authorize in writing any 
person to execute any document or documents on its behalf, and any 
interested person, upon receipt of notice of such authorization directed 
to it may thereafter accept and rely upon any document executed by such 
authorized person until the Trustee, or Investment Committee, shall 
deliver to such interested person a written revocation of such 
authorization.

10.2   The Trust Fund

The Trustee shall receive such sums of money or other property 
acceptable to the Trustee which shall from time to time be paid or 
delivered to the Trustee under the Plan. The Trustee shall hold in the 
Trust Fund all such assets, without distinction between principal and 
income, together with all property purchased therewith and the proceeds 
thereof and the earnings and income thereon The Trustee shall not be 
responsible for, or have any duty to enforce, the collection of any 
contributions or assets to be paid or transferred to it, or for 
verifying whether contributions or transfers to it are allowable under 
the Plan, nor shall the Trustee be responsible for the adequacy of the 
Trust Fund to meet or discharge liabilities under the Plan.

10.2.1   The Trustee shall receive in cash or other assets acceptable to 
the Trustee, so long as such assets received do not constitute a 
prohibited transaction, all contributions paid or delivered to it which 
are allocable under the Plan and to the Trust Fund and all transfers 
paid or delivered under the Plan to the Trust Fund from a predecessor 
trustee or another trust (including a trust forming part of another plan 
qualified under Code Section 401 (a); provided, however, that the 
Trustee shall not be obligated to receive any such contribution or 
transfer unless prior thereto or coincident therewith, as the Trustee 
may specify, the Trustee has received such reconciliation, allocation, 
investment or other information concerning, or such direction, 
contribution or representation with respect to, the contribution or 
transfer or the source thereof as the Trustee may require. The Trustee 
shall have no duty or authority to (a) require any contributions or 
transfers to be made under the Plan or to the Trustee,(b) compute any 
amount to be contributed or transferred under the Plan to the Trustee, 
or (c) determine whether amounts received by the Trustee comply with the 
Plan.

10.2.2   The Trust Fund shall consist of all money and other property 
received by the Trustee pursuant to Section 10.2, increased by any 
income or gains on or increment in such assets and decreased by any 
investment loss or expense, benefit or disbursement paid pursuant to the 
Plan.

10.3    Relationship with Administrator

10.3.1   Neither the Trustee, nor the Investment Committee, if any, 
shall be responsible in any respect for the administration of the Plan. 
Payments of money or property from the Trust Fund shall be made by the 
Trustee upon direction from the Administrator or its designee. Payments 
by the Trustee shall be transmitted to the Administrator or its designee 
for delivery to the proper payees or to payee addresses supplied by the 
Administrator or its designee, and the Trustee's obligation to make such 
payments shall be satisfied upon such transmittal. The Trustee shall 
have no obligation to determine the identity of persons entitled to 
payments under the Plan or their addresses.

10.3.2   Directions from or on behalf of the Administrator or its 
designee shall be communicated to the Trustee or the Trustee's designee 
for that purpose only in a manner and in accordance with procedures 
acceptable to the Trustee. The Trustee's designee shall not, however, be 
empowered to implement any such directions except in accordance with 
procedures acceptable to the Trustee. The Trustee shall have no 
liability for following any such directions or failing to act in the 
absence of any such directions. The Trustee shall have no liability for 
the acts or omissions of any person making or failing to make any 
direction under the Plan or the provisions of this Article X nor any 
duty or obligation to review any such direction, act or omission.

10.3.3   If a dispute arises over the propriety of the Trustee making 
any payment from the Trust Fund, the Trustee may withhold the payment 
until the dispute has been resolved by a court of competent jurisdiction 
or settled by the parties to the dispute. The Trustee may consult legal 
counsel and shall be fully protected in acting upon the advice of 
counsel.

10.4    Investment of Assets

10.4.1   Except as provided in Section 10.4.2, investments of the Trust 
Fund shall be made in the following, but only if compatible with the 
Sponsor's administrative and operational requirement and framework:

(A)  shares of any regulated investment company managed in whole or in 
part by the Sponsor or any affiliate of the Sponsor;

38
(B)  any property purchased through the Sponsor or any affiliate of the 
Sponsor, whether or not productive of income or consisting of wasting 
assets, including, without limitation by specification, governmental 
corporate or personal obligations, trust and participation certificates, 
leaseholds, fee titles, mortgages and other interests in realty, 
preferred and common stocks, convertible stocks and securities, shares 
of regulated investment companies, certificates of deposit, put and call 
options and other option contracts of any type, foreign or domestic, 
whether or not traded of an exchange, futures contracts and options on 
futures contracts traded on or subject to the rules of an exchange which 
has been designated as a contract market by the Commodity Futures 
Trading Commission, an independent U.S. government agency, contracts 
relating to the lending of property, evidences of indebtedness or 
ownership in foreign corporations or other enterprises, or indebtedness 
of foreign governments, group trust participations, limited or general 
partnership interests, insurance contracts, annuity contracts, any other 
evidences of indebtedness or ownership including oil, mineral or gas 
properties, royalty interests or rights (including equipment pertaining 
thereto); and

(C)   Qualifying Employer Securities or "qualifying employer real 
properties" (as that term is defined in ERISA Section 407(d) to the 
extent permitted in Section 10.4.3).

10.4.2   (A) Up to 25% or with the written consent of the Sponsor or its 
representative, an additional percentage of each Plan Year's 
contributions may be invested in property as specified in Section 
10.4.1(B) acquired through a person other than the Sponsor or an 
affiliate of the Sponsor.

(B)  Except as permitted by Section 10.4.2 and except as may result from 
a Rollover Contribution or a trust to trust transfer, without the 
written consent of the Sponsor or its representative, property may not 
be acquired through a person other than the Sponsor or an affiliate of 
the Sponsor if following such acquisitions the value of the property so 
acquired would exceed 25% of the value of the Trust Fund.

10.4.3   In its sole discretion, the Investment Committee, or Trustee if 
there is no Investment Committee:

(A)  may permit the investment of up to 10% of the Trust Fund in 
Qualifying Employer Securities or "qualifying employer real property" 
(as that term is defined in ERISA Section 407(d)), to the extent such 
investment is compatible with the Sponsor's administrative and 
operational requirements and framework; and

(B)  may determine, subject to Section 10.4.2, that a percentage of 
assets in excess of 10% of the Trust Fund may be invested in Qualifying 
Employer Securities or "qualifying employer real property" by a profit-
sharing plan.

10.4.4   This Plan will be recognized as a Prototype Plan by the Sponsor 
only by complying with the provisions of this Section 10.4.

10.5   Investment Direction, Participant-Directed Assets and Qualifying 
Employer Investments

10.5.1   The Trustee, or Investment Committee if appointed, shall manage 
the investment of the Trust Fund except insofar as (a) an Investment 
Manager has authority to manage Trust assets, or (b) Participant-
Directed Assets are permitted as specified in the Adoption Agreement. 
Except as required by ERISA, if an Investment Committee is acting, the 
Trustee shall invest the Trust Fund as directed by the Investment 
Committee, an Investment Manager or a Participant or Beneficiary, as the 
case may be, and the Trustee shall have no discretionary control over, 
nor any other discretion regarding, the investment or reinvestment of 
any asset of the Trust Participant-Directed Assets shall be invested in 
accordance with the direction of the Participant or, in the event of the 
Participant's death before an Account is fully paid out, the 
Participant's Beneficiary with respect to the assets involved; provided, 
however, that Participant-Directed Assets may not be invested in 
"collectibles" (as defined in Code Section 408(m)(2)). If there are 
Participant-Directed Assets, the investment of these assets shall be 
made in accordance with such rules and procedures established by the 
Administrator which must be consistent with the rules and procedures of 
the Sponsor or its affiliate, as the case may be.

10.5.2   With respect to Participant-Directed Assets, neither the 
Administrator, the Investment Committee nor the Trustee shall:

(A)  make any investments or dispose of any investments without the 
direction of the Participant or Beneficiary for whom the Participant-
Directed Assets are maintained, except as provided in Section 8.5 so as 
to pay fees or expenses of the Plan;

(B)  be responsible for reviewing any investment direction with respect 
to Participant-Directed Assets or for making recommendations on 
acquiring, retaining or disposing of any assets or otherwise regarding 
any assets;

(C)  have any duty to determine whether any investment is an authorized 
or proper one; or

(D)  be liable for following any investment direction or for any losses, 
taxes or other consequences incurred as a consequence of investments 
selected by any Participant or Beneficiary or for holding assets 
uninvested until it receives proper instructions.

10.5.3   If Participant-Directed Assets are permitted, a list of the 
Participants and Beneficiaries and such information concerning them as 
the Trustee may specify shall be provided by the Employer or the 
Administrator to the Trustee and/or such person as are necessary for the 
implementation of the directions in accordance with the procedure 
acceptable to the Trustee.

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10.5.4    It is understood that the Trustee may, from time to time, have 
on hand funds which are received as contributions or transfers to the 
Trust Fund which are awaiting investment or funds from the sale of Trust 
Fund assets which are awaiting reinvestment Absent receipt by the 
Trustee of a direction from the proper person for the investment or 
reinvestment of such funds or otherwise prior to the application of 
funds in implementation of such a direction, the Trustee shall cause 
such funds to be invested in shares of such money market fund or other 
short term investment vehicle as the Trustee, or Investment Committee if 
appointed, may specify for this purpose from time to time. Any such 
investment fund may be sponsored, managed or distributed by the Sponsor 
or an affiliate of the Sponsor.

10.5.5   Directions for the investment or reinvestment of Trust assets 
of a type referred to in Section 10.4 from the Investment Committee, an 
Investment Manager or a Participant or Beneficiary, as the case may be, 
shall. in a manner and in accordance with procedures acceptable to the 
Trustee, be communicated to and implemented by, as the case may be, the 
Trustee, the Trustee's designee or, with the Trustee's consent and if an 
Investment Committee is operating, a broker/dealer designated for the 
purpose by the Investment Committee. Communication of any such direction 
to such a designee or broker/dealer shall conclusively be deemed an 
authorization to the designee or broker/dealer to implement the 
direction even though coming from a person other than the Trustee. The 
Trustee shall have no liability for its or any other person's following 
such directions or failing to act in the absence of any such directions. 
The Trustee shall have no liability for the acts or omissions of any 
person directing the investment or reinvestment of Trust Fund assets or 
making or failing to make any direction referred to in Section 10.5.6.

10.5.6   The voting and other rights in securities or other assets held 
in the Trust shall be exercised by the Trustee provided, however, that 
if an Investment Committee is appointed, the Trustee shall act as 
directed by such person who at the time has the right to direct the 
investment or reinvestment of the security or other asset involved.

10.5.7   With respect to any Qualifying Employer Securities allocated to 
an Account, each Participant shall be entitled to direct the Trustee in 
writing as to the manner in which Qualifying Employer Securities are to 
be voted.

10.5.8   With respect to any Qualifying Employer Securities allocated to 
an Account, each Participant shall be entitled to direct the Trustee in 
writing as to the manner in which to respond to a tender or exchange 
offer or other decisions with respect to the Qualifying Employer 
Securities. The Administrator shall utilize its best efforts to timely 
distribute or cause to be distributed to each Participant such 
information received from the Trustee as will be distributed to 
shareholders of the Employer in connection with any such tender or 
exchange offer or other similar matter or any vote referred to in 
Section 10.5.7.

10.5.9   If an Investment Committee is appointed, notwithstanding any 
provision hereof to the contrary, in the event the person with the right 
to direct a voting or other decision with respect to any security, 
Qualifying Employer Securities, or other asset held in the Trust does 
not communicate any decision on the matter to the Trustee or the 
Trustee's designee by the time prescribed by the Trustee or the 
Trustee's designee for that purpose or if the Trustee notifies the 
Investment Committee, if applicable, either that it does not have 
precise information as to the securities, Qualifying Employer 
Securities, or other assets involved allocated on the applicable record 
date to the accounts of all Participants and Beneficiaries or that time 
constraints make it unlikely that Participant, Beneficiary or Investment 
Manager direction, as the case may be, can be received on a timely 
basis, the decision shall be the responsibility of the Investment 
Committee and shall be communicated to the Trustee on a timely basis. In 
the event an Investment Committee with any right under the Plan to 
direct a voting or other decision with respect to any security, 
Qualifying Employer Securities, or other asset held in the Trust, does 
not communicate any decision on the matter to the Trustee or the 
Trustee's designee by the time prescribed by the Trustee for that 
purpose, the Trustee may, at the cost of the Employer, retain an 
Investment Manager with full discretion to make the decision. Except as 
required by ERISA, the Trustee shall (a) follow all directions above 
referred to in this Section and (b) shall have no duty to exercise 
voting or other rights relating to any such security, Qualifying 
Employer Security or other asset.

10.5.10   The Administrator shall establish, or cause to be established, 
a procedure acceptable to the Trustee for the timely dissemination to 
each person entitled to direct the Trustee or its designee as to a 
voting or other decision called for thereby or referred to therein of 
all proxy and other materials bearing on the decision.

10.5.11   Any person authorized to direct the investment of Trust assets 
may, if the Trustee and the Investment Committee, if applicable, so 
permit, direct the Trustee to invest such assets in a common or 
collective trust maintained by the Trustee for the investment of assets 
of qualified trusts under section 401(a) of the Code, individual 
retirement accounts under section 408(a) of the Code and plans or 
governmental units described in section 818(a)(6) of the Code. The 
documents governing any such common or collective trust fund maintained 
by the Trustee, and in which Trust assets have been invested, are hereby 
incorporated into this Article X by reference.

10.6   Valuation of Accounts

10.6.1   A Participant's Accounts shall be valued at fair market value 
on each Valuation Date. Subject to Section 10.6.2(A), as of each 
Valuation Date, the earnings and losses and expenses of the Trust Fund 
shall be allocated to each Participant Account in the ratio that such 
Account Balance in that category of Accounts bears to all Account 
Balances in that category. With respect to Participant-Directed Assets, 
the earnings and losses and expenses (including transactional expenses 
pursuant to Section 8.5.2) of such Participant-Directed Assets shall be 
allocated to the Account the Participant or Beneficiary having authority 
to direct the investment of the assets in his or her Account.

40
10.6.2   The Valuation Date with respect to any distributions 
(including, without limitation, loan distributions and purchase of 
annuities) from any Account upon the occurrence of a Benefit 
Commencement Date or otherwise, shall be:

(A)  with respect to Participant-Directed Asset, the date as of which 
the Account distribution is made; and

(B)  with respect to other assets, the Valuation Date immediately 
preceding the Benefit Commencement Date, if applicable, or immediately 
preceding the proposed date of any other distribution from an Account.

With respect to any contribution allocable to an Account which has not 
been made as of a Valuation Date determined pursuant to this Section 
10.6.2, the principal amount of such contribution distributable because 
of the occurrence of a Benefit Commencement Date shall be distributed as 
soon as practicable after the date paid to the Trust Fund.

10.6.3   The assets of the Trust shall be valued at fair market value as 
determined by the Trustee based upon such sources of information as it 
may deem reliable, including, but not limited to, stock market 
quotations, statistical evaluation services, newspapers of general 
circulation, financial publications, advice from investment counselors 
or brokerage firms, or any combination of sources. The reasonable costs 
incurred in establishing values of the Trust Fund shall be a charge 
against the Trust Fund, unless paid by the Employer.

When the Trustee is unable to arrive at a value based upon information 
from independent sources, it may rely upon information from the 
Employer, Administrator, Investment Committee, appraisers or other 
sources, and shall not incur any liability for inaccurate valuation 
based in good faith upon such information.

10.7   Insurance Contracts

The Trustee, if an Investment Committee is not appointed, Investment 
Committee, or Participant or Beneficiary with respect to Participant-
Directed Assets, may appoint one or more insurance companies to hold 
assets of the Plan, and may direct, subject to Section 7.3, the purchase 
of insurance contracts or policies from one or more insurance companies 
with assets of the Plan. Neither the Investment Committee, Trustee nor 
the Administrator shall be liable for the validity of any such contract 
or policy, the failure of any insurance company to make any payments or 
for any act or omission of an insurance company with respect to any 
duties delegated to any insurance company.

10.8   The Investment Manager

10.8.1   The Trustee, if an Investment Committee is not appointed, 
Investment Committee, or the Participant or Beneficiary with respect to 
Participant-Directed Assets, may, by an instrument in writing, appoint 
one or more Investment Managers, who may be an affiliate of the Merrill 
Lynch Trust Company, to direct the Trustee in the investment of all or a 
specified portion of the assets of the Trust in property specified in 
Section 10.4. Any such Investment Manager shall be directed by the 
Trustee, if an Investment Committee is not appointed, Investment 
Committee, Participant or Beneficiary, as the case may be, to act in 
accordance with the procedures referred to in Section 10.5.5. If 
appointed, the Investment Committee shall notify the Trustee in writing 
before the effectiveness of the appointment or removal of any Investment 
Manager. If there is more than one Investment Manager whose appointment 
is effective under the Plan at any one time, the Trustee shall, upon 
written instructions from the Investment Committee, Participant or 
Beneficiary, establish separate funds for control by each such 
Investment Manager. The funds shall consist of those Trust Fund assets 
designated by the Investment Committee, Participant or Beneficiary.

10.8.2   Each person appointed as an Investment Manager shall be:

(A)  an investment adviser registered under the Investment Advisers Act 
of 1940,

(B)  a bank as defined in that Act, or

(C)  an insurance company qualified to manage, acquire or dispose of any 
asset of the Plan under the laws of more than one state.

10.8.3   Each Investment Manager shall acknowledge in writing that it is 
a "fiduciary" (as defined in ERISA Section 3(21)) with respect to the 
Plan. The Trustee, or the Investment Committee if appointed, shall enter 
into an agreement with each Investment Manager specifying the duties and 
compensation of such Investment Manager and the other terms and 
conditions under which such Investment Manager shall be retained. 
Neither the Trustee nor the Investment Committee, if appointed, shall be 
liable for any act or omission of any Investment Manager and shall not 
be liable for following the advice of any Investment Manager with 
respect to any duties delegated to any Investment Manager.

10.8.4    The Trustee, or Investment Committee if appointed, or the 
Participant or Beneficiary, if applicable with respect to Participant-
Directed Assets, shall have the power to determine the amount of Trust 
Fund assets to be invested pursuant to the direction of a designated 
Investment Manager and to set investment objectives and guidelines for 
the Investment Manager.

41
10.8.5   Second Trust Fund. The Employer may appoint a second trustee 
under the Plan with respect to assets which the Employer desires to 
contribute or have transferred to the Trust Fund, but which the other 
Trustee does not choose to accept provided, however, that if a Merrill 
Lynch Trust Company is a Trustee, its consent (which consent may be 
evidenced by its acceptance of its appointment as Trustee) shall be 
required. In the event and upon the effectiveness of the acceptance of 
the second Trustee's appointment, the Employer shall be deemed to have 
created two trust funds under the Plan, each with its own Trustee, each 
governed separately by this Article X. Each Trustee under such an 
arrangement shall, however, discharge its duties and responsibilities 
solely with respect to those assets of the Trust delivered into its 
possession and except pursuant to ERISA, shall have no duties, 
responsibilities or obligations with respect to property of the other 
Trust nor any liability for the acts or omissions of the other Trustee. 
As a condition to its consent to the appointment of a second trustee, 
the Merrill Lynch Trust Company shall assure that recordkeeping, 
distribution and reporting procedures are established on a coordinated 
basis between it and the second trustee as considered necessary or 
appropriate with respect to the Trusts.

10.9    Powers of Trustee

10.9.1   At the direction of the person authorized to direct such action 
as referred to in Section 10.5.1, but limited to those assets or 
categories of assets acceptable to the Trustee as referred to in Section 
10.4, or at its own discretion if no such person is so authorized, the 
Trustee, or the Trustee's designee or a broker/dealer as referred to in 
Section 10.5.5, is authorized and empowered:

(A)  To invest and reinvest the Trust Fund, together with the income 
therefrom, in assets specified in Section 10.4;

(B)  To deposit or invest all or any part of the assets of the Trust in 
savings accounts or certificates of deposit or other deposits in a bank 
or savings and loan association or other depository institution, 
including the Trustee or any of its affiliates, provided with respect to 
such deposits with the Trustee or an affiliate the' deposits bear a 
reasonable interest rate;

(C)  To hold, manage, improve, repair and control all property, real or 
personal, forming part of the Trust Fund; to sell, convey, transfer, 
exchange, partition, lease for any term, even extending beyond the 
duration of this Trust, and otherwise dispose of the same from time to 
time;

(D)  To have, respecting securities, all the rights, powers and 
privileges of an owner, including the power to give proxies, pay 
assessments and other sums deemed by the Trustee necessary for the 
protection of the Trust Fund; to vote any corporate stock either in 
person or by proxy, with or without power of substitution, for any 
purpose; to participate in voting trusts, pooling agreements, 
foreclosures, reorganizations, consolidations, mergers and liquidations, 
and in connection therewith to deposit securities with or transfer title 
to any protective or other committee; to exercise or sell stock 
subscriptions or conversion rights; and, regardless of any limitation 
elsewhere in this instrument relative to investments by the Trustee, to 
accept and retain as an investment any securities or other property 
received through the exercise of any of the foregoing powers;

(E)  Subject to Section 10.5.4 hereof, to hold in cash, without 
liability for interest, such portion of the Trust Fund which it is 
directed to so hold pending investments, or payment of expenses, or the 
distribution of benefits;

(F)  To take such actions as may be necessary or desirable to protect 
the Trust from loss due to the default on mortgages held in the Trust 
including the appointment of agents or trustees in such other 
jurisdictions as may seem desirable, to transfer property to such agents 
or trustees, to grant to such agents such powers as are necessary or 
desirable to protect the Trust Fund, to direct such agent or trustee, or 
to delegate such power to direct, and to remove such agent or trustee;

(G)  To settle, compromise or abandon all claims and demands in favor of 
or against the Trust Fund;

(H)  To invest in any common or collective trust fund of the type 
referred to in Section 10.5.8 hereof maintained by the Trustee;

(I)  To exercise all of the further rights, powers, options and 
privileges granted, provided for, or vested in trustees generally under 
the laws of the State of New Jersey, so that the powers conferred upon 
the Trustee herein shall not be in limitation of any authority conferred 
by law, but shall be in addition thereto;

(J)  To borrow money from any source and to execute promissory notes, 
mortgages or other obligations and to pledge or mortgage any trust 
assets as security, subject to applicable requirements of the Code and 
ERISA; and

(K)  To maintain accounts at, execute transactions through, and lend on 
an adequately secured basis stocks, bonds or other securities to, any 
brokerage or other firm, including any firm which is an affiliate of the 
Trustee.

10.9.2   To the extent necessary or which it deems appropriate to 
implement its powers under Section 10.9.1 or otherwise to fulfill any of 
its duties and responsibilities as trustee of the Trust Fund, the 
Trustee shall have the following additional powers and authority:

(A)  to register securities, or any other property, in its name or in 
the name of any nominee, including the name of any affiliate or the 
nominee name designated by any affiliate, with or without indication of 
the capacity in which property shall be held, or to hold securities in 
bearer form and to deposit any securities or other property in a 
depository or clearing corporation;

42
(B)  to designate and engage the services of, and to delegate powers and 
responsibilities to, such agents, representatives, advisers, counsel and 
accountants as the Trustee considers necessary or appropriate, any of 
whom may be an affiliate of the Trustee or a person who renders services 
to such an affiliate, and, as a part of its expenses under this Trust 
Agreement, to pay their reasonable expenses and compensation;

(C)  to make, execute and deliver, as Trustee, any and all deeds, 
leases, mortgages, conveyances, waivers, releases or other instruments 
in writing necessary or appropriate for the accomplishment of any of the 
powers listed in this Trust Agreement; and

(D)  generally to do all other acts which the Trustee deems necessary or 
appropriate for the protection of the Trust Fund.

10.9.3    The Trustee shall have no duties or responsibilities other 
than those specified in the Plan.

10.10   Accounting and Records

10.10.1   The Trustee shall maintain or cause to be maintained accurate 
records and accounts of all Trust transactions and assets. The records 
and accounts shall be available at reasonable times during normal 
business hours for inspection or audit by the Administrator, Investment 
Committee, if appointed, or any person designated for the purpose by 
either of them.

10.10.2   Within 90 days following the close of each fiscal year of the 
Plan or the effective date of the removal or resignation of the Trustee, 
the Trustee shall file with the Administrator a written accounting 
setting forth all transactions since the end of the period covered by 
the last previous accounting. The accounting shall include a listing of 
the assets of the Trust showing the value of such assets at the close of 
the period covered by the accounting. On direction of the Administrator, 
and if previously agreed to by the Trustee, the Trustee shall submit to 
the Administrator interim valuations, reports or other information 
pertaining to the Trust

The Administrator may approve the accounting by written approval 
delivered to the Trustee or by failure to deliver written objections to 
the Trustee within 60 days after receipt of the accounting. Any such 
approval shall be binding on the Employer, the Administrator, the 
Investment Committee and, to the extent permitted by ERISA, all other 
persons.

10.11   Judicial Settlement of Accounts

The Trustee can apply to a court of competent jurisdiction at any time 
for judicial settlement of any matter involving the Plan including 
judicial settlement of the Group Trustee's account If it does so, the 
Trustee must give the Administrator the opportunity to participate in 
the court proceedings, but the Trustee can also involve other persons. 
Any expenses the Trustee incurs in legal proceedings involving the Plan, 
including attorney's fees, are chargeable to the Trust Fund as an 
administrative expense. Any judgment or decree which may be entered in 
such a proceeding, shall, subject to the provision of ERISA, be 
conclusive upon all persons having or claiming to have any interest in 
the Trust Fund or under any Plan.

10.12   Resignation and Removal of Trustee

10.12.1   The Trustee may resign at any time upon at least 30 days' 
written notice to the Employer.

10.2.2   The Employer may remove the Trustee upon at least 30 days' 
written notice to the Trustee.

10.2.3   Upon resignation or removal of the Trustee, the Employer shall 
appoint a successor trustee. Upon failure of the Employer to appoint, or 
the failure of the effectiveness of the appointment by the Employer of, 
a successor trustee by the effective date of the resignation or removal, 
the Trustee may apply to any court of competent jurisdiction for the 
appointment of a successor.

Promptly after receipt by the Trustee of notice of the effectiveness of 
the appointment of the successor trustee: (a) the Trustee shall deliver 
to the successor trustee such records as may be reasonably requested to 
enable the successor trustee to properly administer the Trust Fund and 
all property of the Trust after deducting therefrom such amounts as the 
Trustee deems necessary to provide for expenses, taxes, compensation or 
other amounts due to or by the Trustee not paid by the Employer prior to 
the delivery; and (b) except if the second Trustee is removed or 
resigns, the Plan will no longer be considered a prototype plan.

10.12.4   Upon resignation or removal of the Trustee, the Trustee shall 
have the right to a settlement of its account, which settlement shall be 
made, at the Trustee's option, either by an agreement of settlement 
between the Trustee and the Employer or by a judicial settlement in an 
action instituted by the Trustee. The Employer shall bear the cost of 
any such judicial settlement, including reasonable attorneys fees.

10.12.5   The Trustee shall not be obligated to transfer Trust assets 
until the Trustee is provided assurance by the Employer satisfactory to 
the Trustee that all fees and expenses reasonably anticipated will be 
paid.

10.12.6   Upon settlement of the account and transfer of the Trust Fund 
to the successor trustee, all rights and privileges under the Trust 
Agreement shall vest in the successor trustee and all responsibility and 
liability of the Trustee with respect to the Trust and assets thereof 
shall, except as otherwise required by ERISA, terminate subject only to 
the requirement that the Trustee execute all necessary documents to 
transfer the Trust assets to the successor trustee.

43
10.13    Group Trust

10.13.1    If elected by the Employer in the Adoption Agreement, the 
Trustee shall be the Trustee for this Plan and for each other qualified 
plan specified in the Adoption Agreement; provided, however, that such 
other qualified plan is in effect pursuant to an Adoption Agreement 
under this Prototype Plan. Any reference to Trustee and to the Trust 
Fund in this Plan shall mean the Trustee as the trustee of a Group Trust 
consisting of the assets of each such plan. The Plan and each other 
qualified plan specified in the Adoption Agreement shall be deemed to 
join in and adopt the Trust as the trust for each such plan. By 
executing the Adoption Agreement, the Trustee accepts designation as 
Trustee of this Group Trust.

10.13.2   The Trustee shall establish and maintain such accounting 
records for each of the Plans as shall be necessary to reflect the 
interest in the Group Trust applicable at any time or from time to time 
to each Plan. No part of the corpus or income of the Group Trust 
allocable to an individual Plan may be used for or diverted to any 
purposes other than for the exclusive benefit of Participants and their 
Beneficiaries entitled to benefits under that Plan. The allocable 
interest of a Plan in the Group Trust may not be assigned.

ARTICLE XI
PLAN AMENDMENT OR TERMINATION

11.1   Prototype Plan Amendment

11.1.1   The mass submitter, Merrill Lynch, Pierce, Fenner & Smith 
Incorporated and any successor thereto, may amend any part of the 
Prototype Plan. For purposes of sponsoring organization amendments, the 
mass submitter shall be recognized as the agent of the sponsoring 
organization. If the sponsoring organization does not adopt the 
amendments made by the mass submitter, it will no longer be identical to 
or a minor modifier of the mass submitter plan.

11.1.2   An Employer shall have the right at any. time, by an instrument 
in writing, effective retroactively or otherwise, to (A) change the 
choice of options in the Adoption Agreement, in whole or in part; (B) 
add overriding language in the Adoption Agreement when such language is 
needed to satisfy Code Section 415 or Code Section 416 because of the 
required aggregation of multiple plans; and (C) add certain model 
amendments published by the Internal Revenue Service which specifically 
provide that their adoption will not cause the Plan to be treated as 
individually designed. No such amendment, however, shall have any of the 
effects specified in Section 11.2.1. If the adopting Employer amends the 
Plan or nonelective portions of the Adoption Agreement except as 
previously provided, it will no longer participate in the Prototype 
Plan, but will be considered to have an individually designed plan for 
purposes of qualification under Code Section 401 (a). In the event the 
Employer is switching from an individually designed plan or from one 
prototype plan to another, a list of the Section "411 (d)(6) protected 
benefits" that must be preserved may be attached, and such a list would 
not be considered an amendment to the plan.

11.1.3   This Plan will be recognized as a Prototype Plan by the Sponsor 
only by complying with the registration requirements as specified in the 
Adoption Agreement.

11.2   Plan Amendment

11.2.1   Except as provided in Section 11.2.2, no amendment pursuant to 
Section 11.1 shall:

(A)  authorize any part of the Trust Fund to be used for, or diverted 
to, purposes other than for the exclusive benefit of Participants or 
their Beneficiaries;

(B)  decrease the accrued benefits of any Participant or his or her 
Beneficiary under the Plan; An amendment which has the effect of (1) 
eliminating or reducing an Early Retirement benefit or a retirement-type 
subsidy, or (2) eliminating an optional form of benefit payment, with 
respect to benefits attributable to service before the amendment shall 
be treated as reducing accrued benefits. In the case of a retirement-
type subsidy, the preceding sentence shall apply only with respect to a 
Participant who satisfies (either before or after the amendment) the 
preamendment conditions for the subsidy. In general, a retirement-type 
subsidy is a subsidy that continues after retirement, but does not 
include a qualified disability benefit, a medical benefit, a social 
security supplement, a death benefit (including life insurance), or a 
plant shutdown benefit (that does not continue after retirement age).

(C)  reduce the vested percentage of any Participant determined without 
regard to such amendment as of the later of the date such amendment is 
adopted or the date it becomes effective;

(D)  eliminate an optional form of benefit distribution with respect to 
benefits attributable to service before the amendment; or

(E)  change the vesting schedule, or in any way amend the Plan to either 
directly or indirectly affect the computation of a Participant's vested 
percentage, unless each Participant having not less than 3 years of 
Vesting Service is permitted to elect, within a reasonable period 
specified by the Administrator after the adoption of such amendment, to 
have his or her vested percentage computed without regard to such 
amendment

For Participants who do not have at least one Hour of Service in any 
Plan Year beginning after December 31, 1988, the preceding sentence 
shall be applied by substituting "5 Years of Vesting Service" for" 3 
Years of Vesting Service" where such language appears. The period during 
which the election may be made shall commence with the date the 
amendment is adopted and shall end on the later of:

44
(i)  60 days after the amendment is adopted;
(ii)  60 days after the amendment becomes effective; or
(iii) 60 days after the Participant is issued written notice by the 
Administrator.

11.2.2   Anything contained in this Section 11.2 to the contrary 
notwithstanding, a Participant's benefit may be reduced to the extent 
permitted under Code Section 412(c)(8).

11.3   Right of the Employer to Terminate Plan

11.3.1   The Employer intends and expects that from year to year it will 
be able to and will deem it advisable to continue this Plan in effect 
and to make contributions as herein provided. The Employer reserves the 
right, however, to terminate the Plan with respect to its Employees at 
any time by an instrument in writing delivered to the Administrator and 
the Trustee, or to completely discontinue its contributions thereto at 
any time.

11.3.2   The Plan will also terminate: (A) if the Employer is a sole 
proprietorship, upon the death of the sole proprietor; (B) if the 
Employer is a partnership, upon termination of the partnership; (C) if 
the Employer is judicially declared bankrupt or insolvent; (D) upon the 
sale or other disposition of all or substantially all of the assets of 
the business; or (E) upon any other termination of the business. Any 
successor to or purchaser of the Employer's trade or business, after any 
event specified in the prior sentence, may continue the Plan, in which 
case the successor or purchaser will thereafter be considered the 
Employer for purposes of the Plan. Such a successor or purchaser shall 
execute an appropriate Adoption Agreement if and when requested by the 
Administrator.

11.3.3   Anything contained herein to the contrary notwithstanding, if 
the Employer fails to attain or retain qualification of the Plan under 
Code Section 401(a), the Plan will not participate in this Prototype 
Plan and will, instead, be considered an individually designed plan for 
purposes of such qualification.

11.4   Effect of Partial or Complete Termination or Complete 
Discontinuance of Contributions

11.4.1   Determination of Date of Complete or Partial Termination. The 
date of complete or partial termination shall be established by the 
Administrator in accordance with the directions of the Employer (if then 
in existence) in accordance with applicable law.

11.4.2   Effect of Termination.

(A)  As of the date of a partial termination of the Plan:
(i)  the accrued benefit of each affected Participant, to the extent 
funded, shall become nonforfeitable;

(ii)  no affected Participant shall be granted credit based on Hours of 
Service after such date;

(iii)  Compensation paid to affected Participants after such date shall 
not be taken into account; and

(iv)  no contributions by affected Participants shall be required or 
permitted.

(B)  As of the date of the complete termination of the Plan or of a 
complete discontinuance of contributions:

(i)  the accrued benefit of each affected Participant to the extent 
funded, shall become nonforfeitable;

(ii)  no affected Participant shall be granted credit based on Hours of 
Service after such date;

(iii)  Compensation paid after such date shall not be taken into 
account;

(iv)  no contributions by affected Participants shall be required or 
permitted;

(v)  no Eligible Employee shall become a Participant after such date; 
and

(vi)  except as may otherwise be required by applicable law, all 
obligations of the Employer and Participating Affiliates to fund the 
Plan shall terminate.

(C)  All other provisions of the Plan shall remain in effect unless 
otherwise amended.

45
Upon the complete discontinuance of profit-sharing contributions under 
the Plan, at the Employer's election, either the Trust Fund shall 
continue to be held and distributed as if the Plan had not been 
terminated (in which case such Plan shall continue to be subject to all 
requirements under Title I of ERISA, and qualification requirements 
under the Code) or any and all assets remaining in the Trust Fund as of 
the date of such termination or discontinuance, together with any 
earnings subsequently accruing thereon, shall be distributed by the 
Trustee to the Participants at the Administrator's direction. Upon the 
complete termination of the Plan, the Trust Fund shall be distributed to 
Participants within one year after the date of termination. If the Plan 
does not offer an annuity option (purchased from a commercial provider) 
and if the Employer or any Affiliate does not maintain another Defined 
Contribution Plan (other than an employee stock ownership plan as 
defined in Code Section 4975(e)(7)), the Participant's benefit may, 
without the Participant's consent, be distributed to the Participant. 
However, if any Affiliate maintains another Defined Contribution Plan 
(other than an employee stock ownership plan as defined in Code Section 
4975(e)(7)), then the Participant's Account(s) will be transferred, 
without the Participant's consent, to the other plan if the Participant 
does not consent to an immediate distribution. Distributions shall be 
made in compliance with the applicable provisions, including 
restrictions, of Articles VI and VII. The Trust Fund shall continue in 
effect until all distributions therefrom are complete. Upon the 
completion of such distributions, the Trustee shall be relieved from all 
further liability with respect to all amounts so paid or distributed.

11.5   Bankruptcy

In the event that the Employer shall at any time be judicially declared 
bankrupt or insolvent without any provisions being made for the 
continuation of this Plan, the Plan shall be completely terminated in 
accordance with this Article XI.

ARTICLE XII
MISCELLANEOUS PROVISIONS

12.1   Exclusive Benefit of Participants

Notwithstanding anything in the Plan to the contrary, the Trust Fund 
shall be held for the benefit of all persons who shall be entitled to 
receive payments under the Plan. Subject to Section 3.10, it shall be 
prohibited at any time for any part of the Trust Fund (other than such 
part as is required to pay expenses) to be used for, or diverted to, 
purposes other than for the exclusive benefit of Participants or their 
Beneficiaries.

12.2   Plan Not a Contract of Employment

The Plan is not a contract of Employment, and the terms of Employment of 
any Employee shall not be affected in any way by the Plan or related 
instruments except as specifically provided therein.

12.2   Action by Employer

Any action by an Employer which is a corporation shall be taken by the 
board of directors of the corporation or any person or persons duly 
empowered to exercise the powers of the corporation with respect to the 
Plan. In the case of an Employer which is a partnership, action shall be 
taken by any general partner of the partnership, and in the case of an 
Employer which is a sole proprietorship, action shall be taken by the 
sole proprietor.

12.4   Source of Benefits

Benefits under the Plan shall be paid or provided for solely from the 
Trust Fund, and neither the Employer, any Participating Affiliate, the 
Trustee, the Administrator, nor any Investment Manager or insurance 
company shall assume any liability under the Plan therefor.

12.5   Benefits Not Assignable

Benefits provided under the Plan may not be assigned or alienated, 
either voluntarily or involuntarily. In the event that a Participant or 
Beneficiary becomes individually liable with respect to any expenses 
listed in Section 8.5, the provision of Section 401(a)(3) of the Code 
shall be applicable with respect to any claim the Plan may have against 
the Participant or Beneficiary individually with respect to such 
expenses. The preceding sentence shall also apply to the creation, 
assignment or recognition of a right to any benefit payable with respect 
to a Participant pursuant to a "domestic relations order" (as defined in 
Code Section 414(p)) unless such order is determined by the 
Administrator to be a "qualified domestic relations order" (as defined 
in Code Section 414(p)) or, in the case of a "domestic relations order" 
entered before January 1, 1985, if either payment of benefits pursuant 
to the order has commenced as of that date or the Administrator decides 
to treat such order as a qualified domestic relations order" within the 
meaning of Code Section 414(p) even if it does not otherwise qualify as 
such.

12.6   Domestic Relations Orders

Any other provision of the Plan to the contrary notwithstanding, the 
Administrator shall have all powers necessary with respect to the Plan 
for the proper operation of Code Section 414(p) with respect to 
"qualified domestic relations orders" (or "domestic relations order" 
treated as such) referred to in Section 12.5, including, but not limited 
to, the power to establish all necessary or appropriate procedures, to 
authorize the establishment of new accounts with such assets and subject 
to such investment control by the Administrator as the Administrator may 
deem appropriate, and the Administrator may decide upon and direct 
appropriate distributions therefrom.

46
12.7   Claims Procedure

In the event that a claim by a Participant, Beneficiary, or other person 
for benefits under the Plan is denied, the Administrator will so notify 
the claimant, giving the reasons for the denial. This notice will also 
refer to the specific provisions of the Plan on which the denial was 
based, will specify whether any additional information is needed from 
the Participant or Beneficiary and will explain the review procedure.

Within 60 days after receiving the denial, the claimant may submit, 
directly or through a duly authorized representative, a written request 
for reconsideration of the application to the Administrator. Documents 
or records relied on by the claimant should be filed with the request. 
The person making the request may review relevant documents and submit 
issues and additional comments in writing.

The Administrator will review the claim within 60 days (or 120 days if a 
hearing is held because special circumstances exist) and provide a 
written response to the appeal. The response will explain the reasons 
for the decision and will refer to the Plan provisions on which the 
decision is based. The decision of the Administrator is the final one 
under this claims procedure.

12.8    Records and Documents; Errors

Participants and Beneficiaries must supply the Administrator with such 
personal history data as may be required by the Administrator in the 
operation of the Plan. Proof of age, when required, must be established 
by evidence satisfactory to the Administrator, and the records of the 
Employer and Participating Affiliates concerning length of service and 
compensation may be accepted by the Administrator as conclusive for the 
purposes of the Plan. Should any error in the records maintained under 
the Plan result in any Participant or Beneficiary receiving from the 
Plan more or less than he or she would have been entitled to receive had 
the records been correct, the Administrator, in its discretion, may 
correct such error and, as far as practicable, may adjust benefits in 
such manner that the aggregate value of the benefit under the Plan shall 
be the amount to which such Participant or Beneficiary was properly 
entitled.

12.9   Benefits Payable to Minors, Incompetents and Others

In the event any benefit is payable to a minor or to a Participant or 
Beneficiary declared incompetent by a court having jurisdiction over 
such matters and a guardian, committee, conservator or other legal 
representative of the estate of such a person is appointed, benefits to 
which he or she is entitled shall be paid to the legally appointed 
person. The receipt by any such person to whom any such payment on 
behalf of any Participant or Beneficiary is made shall be a sufficient 
discharge therefor.

12.10   Plan Merger or Transfer of Assets

12.10.1   The merger or consolidation of the Employer with any other 
person, or the transfer of the assets of the Employer to any other 
person, or the merger of the Plan with any other plan shall not 
constitute a termination of the Plan if provision is made for the 
continuation of the Plan.

12.10.2   The Plan may not merge or consolidate with, or transfer any 
assets or liabilities to, any other plan, unless each Participant would 
(if the Plan had then terminated) receive a benefit immediately after 
the merger, consolidation or transfer which is equal to or greater than 
the benefit he or she would have been entitled to receive immediately 
before the merger, consolidation or transfer (if the Plan had then 
terminated). Any merger or consolidation shall not constitute a 
termination of a Plan or require the acceleration of vesting of 
Participants' Account Balances.

12.11.1   Participating Affiliates

12.11.1   With the consent of the Employer and by duly authorized 
action, any Affiliate may adopt the Plan. Such Affiliate shall determine 
the classes of its Employees who shall be Eligible Employees and the 
amount of its contribution to the Plan on behalf of such Employees.

12.11.2   With the consent of the Employer and by duly authorized 
action, a Participating Affiliate may terminate its participation in the 
Plan or withdraw from the Plan. Any such withdrawal shall be deemed an 
adoption by such Participating Affiliate of a plan and trust identical 
to the Plan and the Trust, except that all references to the Employer 
shall be deemed to refer to such Participating Affiliate. At such time 
and in such manner as the Employer directs, the assets of the Trust 
allocable to Employees of such Participating Affiliate shall be 
transferred to the trust deemed adopted by such Participating Affiliate.

12.11.4   A Participating Affiliate shall have no power with respect to 
the Plan except as specifically provided herein.

12.12   Controlling Law

The Plan is intended to qualify under Code Section 401 (a) and to comply 
with ERISA, and its terms shall be interpreted accordingly. Otherwise, 
to the extent not preempted by ERISA, the laws of the State of New York 
shall control the interpretation and performance of the terms of the 
Plan.

47
12.13   Singular and Plural and Article and Section References

As used in the Plan, the singular includes the plural, and the plural 
includes the singular, unless qualified by the context. Titles of 
Articles and Sections of the Plan are for convenience of reference only 
and are to be disregarded in applying the provisions of the Plan. Any 
reference in this Prototype Plan to an Article or Section is to the 
Article or Section 50 specified of the Prototype Plan, unless otherwise 
indicated.
47
August 27, 1998

The Commerce Group, Inc.
211 Main Street
Webster, MA    01570

Ladies and Gentlemen:

Reference is made to the Registration Statement on Form S-8 (the 
"Registration Statement") which The Commerce Group, Inc. (the 
"Company") is filing concurrently herewith the Securities and Exchange 
Commission under the Securities Act of 1933, as amended (the 
"Securities Act"), with respect to an indeterminate number of shares of 
common stock, $0.50 par value per share (the "Common Stock"), issuable 
pursuant to the Company's 401(k) Plan.

I have acted a legal counsel for the Company in connection with 
adoption of the Plan, I am familiar with the Company's Articles of 
Organization and By-laws, both as amended to date, and have examined 
such other documents as I deemed necessary for this opinion.  Based 
upon the foregoing, I am of the opinion that when issued and paid for 
in compliance with the terms of the Plan, the shares of Common Stock 
referred to the above will be duly and validly issued, fully paid and 
non-assessable.

I understand that this opinion letter is to be used in connection with 
the Registration Statement and hereby consent to the filing of this 
opinion letter with and as a part of the Registration Statement and of 
any amendments thereto.  It is understood that this opinion letter is 
to be used in connection with the offer and sale of the aforesaid 
shares only while the Registration Statement, as it may be amended from 
time to time as contemplated by Section 10(a)(3) of the Securities Act, 
is effective under the Securities Act.

Very truly yours,

Regan P. Remillard, Esquire
General Counsel
The Commerce Group, Inc.
Consent of Independent Auditors

We consent to the incorporation by reference in this Registration 
Statement (Form S-8) pertaining to The Commerce Group, Inc. 401(k) 
Salary Savings Plan of our report dated January 23, 1998, with respect 
to the consolidated financial statements of The Commerce Group, Inc. and 
Subsidiaries incorporated by reference in its Annual Report (Form 10-K) 
for the year ended December 31, 1997 and the related financial statement 
schedules included therein, filed with the Securities and Exchange 
Commission.

ERNST & YOUNG LLP

August 27, 1998
Boston, Massachusetts
CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Registration 
Statement of The Commerce Group, Inc. (the "Company") on Form S-8 of our 
report dated January 24, 1997, on our audits of the consolidated 
financial statements and our audits of the consolidated financial 
statement schedules of The Commerce Group, Inc. as of December 31, 1996 
and for the years ended December 31, 1996 and 1995 which reports are 
included or incorporated by reference in the Annual Report on Form 10-K 
of the Company for the year ended December 31, 1997.

							PricewaterhouseCoopers LLP

Boston, Massachusetts 
August 27, 1998