REGISTRATION STATEMENT NO. 333-_____
                                    Filed August 1, 1997

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                       FIRST SOUTHERN BANCSHARES, INC.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

          Delaware                                 63-1133624
-------------------------------                 -------------------
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                  Identification No.)

                            102 South Court Street
                           Florence, Alabama  35630
                               (205) 764-7131
                   ----------------------------------------
                   (Address of principal executive offices)

                        401(k) Plan and Trust Agreement
                        -------------------------------
                           (Full title of the Plan)

      Charles L. Frederick, Jr.                 Copies to:
      President and Chief                       Eric S. Kracov, Esquire
       Executive Officer                        Breyer & Aguggia
      First Southern Bancshares, Inc.           1300 I Street, N.W.
      102 South Court Street                    Suite 470 East      
      Florence, Alabama  35630                  Washington, D.C. 20005
      (205) 764-7131                            (202) 737-7900
      Name, address and telephone
      number of agent for service      

                               Page 1 of 7 Pages
                     Index to Exhibits Appears on Page 4.

<PAGE>
<PAGE>
                        Calculation of Registration Fee
-----------------------------------------------------------------------------
Title of 
Securities       Amount      Proposed Maximum  Proposed Maximum    Amount of
  to be           to be       Offering Price       Aggregate     Registration
Registered      Registered     Per Share(1)    Offering Price(1)      Fee
-----------------------------------------------------------------------------
Common Stock,
$.01 par
value            250,000         $13.75(2)        $3,437,500        $1,042
-----------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the amount of the         
     registration fee.  Pursuant to Rule 457(c) under the Securities Act of    
     1933, as amended (the "Securities Act"), the price per share is estimated 
     to be $13.75, based upon the average of the high and low trading prices   
     of the common stock, $.01 par value per share (the "Common Stock"), of    
     First Southern Bancshares, Inc. (the "Registrant"), as reported on the    
     Nasdaq National Market System on July 30, 1997.

(2)  250,000 shares are being registered for issuance under the 401(k) Plan    
     and Trust Agreement ("401(k) Plan").  In addition, this Registration      
     Statement covers an indeterminate number of shares reserved for issuance  
     pursuant to the 401(k) Plan as a result of any future stock split, stock  
     dividend or similar adjustment of the outstanding Common Stock.  Pursuant 
     to Rule 416(c), the Registration Statement also covers an indeterminate   
     number of participation interests available thereunder.

                             ----------------------

       This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act of
1933, as amended, and 17 C.F.R. Section 230.462.

                                     -2-
<PAGE>
<PAGE>
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Certain Documents by Reference
------
       The following documents filed with the Commission are incorporated in
this Registration Statement by reference:

       (1)  the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1996; and

       (2)  the description of the Common Stock set forth in the Company's
Registration Statement on Form 8-A registering the Company's Common Stock,
pursuant to Section 12(g) of the Securities Exchange Act of 1934, filed
February 2, 1995.

       All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act, after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities covered hereby then
remaining unsold, shall also be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.

       Any statement contained in this Registration Statement, or in a
document incorporated or deemed to be incorporated by reference herein, shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein, or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4.     Description of Securities
------
       Not Applicable

Item 5.     Interests of Named Experts and Counsel
------
       Not Applicable

Item 6.     Indemnification of Directors and Officers
------
       Section 145 of the Delaware General Corporation Law sets forth
circumstances under which directors, officers, employees and agents may be
insured or indemnified against liability which they may incur in their
capacities.

       Article XVII of the Registrant's Certificate of Incorporation provides
for indemnification of the directors, officers, employees and agents of the
Registrant for expenses actually and reasonably incurred in connection with
the defense or settlement of any threatened, pending or completed action or
suit.

Item 7.     Exemption From Registration Claimed
------
       Not Applicable

                                     -3-
<PAGE>
<PAGE>
Item 8.     Exhibits
------
       The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:

       No.                    Exhibit
       --                     -------

       23.1              Consent of Marmann & Associates, P.C.

       24                Power of attorney (see signature pages)

       99.1              401(k) Plan and Trust Agreement

Item 9.     Undertakings
------
       The undersigned Registrant hereby undertakes:

       1.   To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act, (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement, and (iii)
to include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material change
in such information in the Registration Statement; provided, however, that
clauses (i) and (ii) do not apply if the information required to be included
in a post-effective amendment by those clauses is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

       2.   That, for the purposes of determining any liability under the
Securities Act, 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 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 the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and that
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

       5.   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 Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against liabilities (other than the payment by 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 questions whether such indemnification by it is
against public policy expressed in the Securities Act will and will be
governed by the final adjudication of such issue.

                                     -4-
<PAGE>
<PAGE>
                                  SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, First
Southern Bancshares, Inc. 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 Florence, and State of
Alabama the 1st day of August 1997.

                                    FIRST SOUTHERN BANCSHARES, INC.

                                    By: /s/ Charles L. Frederick, Jr.
                                        -----------------------------------
                                        Charles L. Frederick, Jr.
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)

                               POWER OF ATTORNEY

            Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.  Each person whose signature appears
below hereby makes, constitutes and appoints Charles L. Frederick, Jr. his
true and lawful attorney, with full power to sign for such person and in such
person's name and capacity indicated below, and with full power of
substitution any and all amendments to this Registration Statement, hereby
ratifying and confirming such person's signature as it may be signed by said
attorney to any and all amendments.

By: /s/ Charles L. Frederick, Jr.                Date:  August 1, 1997
    ---------------------------------------
    Charles L. Frederick, Jr.
    President, Chief Executive Officer and
    Director (Principal Executive Officer)

By: /s/ Thomas N. Ward                           Date:  August 1, 1997
    ---------------------------------------
    Thomas N. Ward
    Executive Vice President and Chief
    Operating Officer (Principal Financial
    and Accounting Officer)

By: /s/ William E. Batson                        Date:  August 1, 1997
    ---------------------------------------
    William E. Batson
    Chairman of the Board

By: /s/ James E. Bishop                          Date:  August 1, 1997
    ---------------------------------------
    James E. Bishop
    Director

                                     -5-
<PAGE>
<PAGE>
By: /s/ Milka S. Duke                            Date:  August 1, 1997
    ---------------------------------------
    Milka S. Duke
    Director

By:                                             Date:  _________, 1997
    ---------------------------------------
    Gary A. Gamble
    Director

By: /s/ J. Acker Rogers                          Date:  August 1, 1997
    ---------------------------------------
    J. Acker Rogers
    Director

By: /s/ Kenneth A. Williams                      Date:  August 1, 1997
    ---------------------------------------
    Kenneth A. Williams
    Director

                                     -6-
<PAGE>
<PAGE>
     The Plan.  Pursuant to the requirements of the Securities and Exchange
Act of 1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                          FIRST SOUTHERN BANCSHARES, INC.

Date:  August 1, 1997                     By:  /s/ Charles L. Frederick, Jr.
                                               -------------------------------
                                               Charles L. Frederick, Jr.
                                                Plan Administrator

                                     -7-
<PAGE>
<PAGE>
                                 Exhibit 23.1

                        Consent of Independent Auditors
<PAGE>
<PAGE>
Marmann & Associates, P.C.                                Fred K. Marmann, CPA
CERTIFIED PUBLIC ACCOUNTANTS                              --------------------
                                                      Larry Frank McCrary, CPA
                                                          David C. Ladner, CPA

                                                          900 E. Second Street
                                                           Post Office Box 567
                                                          Sheffield, AL  35660 
                                                           Tel: (205) 381-1473
                                                           Fax: (205) 381-1484

                     Independent Auditors' Consent
                     -----------------------------

The Board of Directors
First Southern Bancshares, Inc.

We consent to incorporation by reference in the registration statement of Form
S-8 of First Southern Bancshares, Inc., of our report dated March 7, 1997,
relating to the consolidated balance sheets of First Southern Bancshares,
Inc., and Subsidiary as of December 31, 1995 and 1996, and the related
consolidated statements of income, changes in stockholders' equity, and cash
flows for each of the three years in the three year period ended December 31,
1996, which report appears in the December 31, 1996, Annual Report on Form 10-
KSB of First Southern Bancshares, Inc.

/s/ Marmann & Associates, P.C.

Marmann & Associates, P.C.
Sheffield, Alabama
July 30, 1997

<PAGE>
<PAGE>
                                  Exhibit 24

                    Power of Attorney (see signature page)
<PAGE>
<PAGE>
                                 Exhibit 99.1

                        401(k) Plan and Trust Agreement
<PAGE>
<PAGE>
                          ADOPTION AGREEMENT FOR

                PENSION & BENEFIT FINANCIAL SERVICES, INC.
                    STANDARDIZED 401(K) PROFIT SHARING
                              PLAN AND TRUST
                         (WITH PAIRING PROVISIONS)

     The undersigned Employer adopts the PENSION & BENEFIT FINANCIAL SERVICES,
INC. Standardized 401(k) Profit Sharing Plan and Trust for those Employees who
shall qualify as Participants hereunder, to be known as the

A1   FIRST SOUTHERN BANK 401(k) PLAN                                           
     ------------------------------------------------------------------------- 
                             (Enter Plan Name)

It shall be effective as of the date specified below.  The Employer hereby
selects the following Plan specifications:

CAUTION:   The failure to properly fill out this Adoption Agreement may result
in disqualification of the Plan.

EMPLOYER INFORMATION

B1   Name of Employer    FIRST SOUTHERN BANK                           
                         -----------------------------------------------------

                         -----------------------------------------------------

B2   Address   102 S. Court Street
               ---------------------------------------------------------------
               Florence             ,   AL                    35633
               -----------------------  ------------------    ---------------
                       City                   State                 Zip

     Telephone     (205)764-7131
                   ----------------

B3   Employer Identification Number   63-0074813  
                                      --------------
B4   Date Business Commenced          January 1935
                                      --------------
B5   TYPE OF ENTITY

     a. ( )   S Corporation
     b. ( )   Professional Service Corporation
     c. (X)   Corporation
     d. ( )   Sole Proprietorship
     e. ( )   Partnership
     f. ( )   Other

AND, is the Employer a member of...
     g. a controlled group?  ( ) Yes  (X) No
     h. an affiliated service group?  ( ) Yes  (X) No

                                     1
<PAGE>
<PAGE>
B6   NAME(S) OF TRUSTEE(S)

     a. Charles L. Frederick
        ----------------------------------------------------------------------
     b. Marva Kaye Townsend
        ----------------------------------------------------------------------
     c. Thomas N. Ward
        ----------------------------------------------------------------------
     d.
        ----------------------------------------------------------------------
     e.
        ----------------------------------------------------------------------

B7   TRUSTEES' ADDRESS

     a. (X)  Use Employer Address

     b. ( )
             -----------------------------------------------------------------
                                          Street

             -------------------, --------------------------  ----------------
                    City                   State                     Zip

B8   LOCATION OF EMPLOYER'S PRINCIPAL OFFICE:

     a. (X) State   b. ( ) Commonwealth of   c. Alabama and this Plan and      
     Trust shall be governed under the same.    -------

B9   EMPLOYER FISCAL YEAR means the 12 consecutive month period:

     Commencing on a.  January 1st     (e.g., January 1st) and
                      ----------------
                      month       day

     ending on b. December 31st       .
                  --------------------
                  month           day

                                       2
<PAGE>
<PAGE>
PLAN INFORMATION

C1   EFFECTIVE DATE

     This Adoption Agreement of the PENSION & BENEFIT FINANCIAL SERVICES, INC. 
    Standardized 401(k) Profit Sharing Plan and Trust shall:

     a.  (X)  establish a new Plan and Trust effective as of July 1, 1997      
              (hereinafter called the "Effective Date").

     b.  ( )  constitute an amendment and restatement in its entirety of a     
              previously established qualified Plan and Trust of the Employer  
              which was effective        (hereinafter called the "Effective
                                  ------
              Date").  Except as specifically provided in the Plan, the        
              effective date of this amendment and restatement is        (For
                                                                  ------
              TRA '86 amendments, enter the first day of the first Plan Year   
              beginning in 1989).

C2   PLAN YEAR means the 12 consecutive month period:

     Commencing on a.  January 1st      (e.g., January 1st) and
                      ------------------
     ending on b.  December 31st       .
                  ---------------------
IS THERE A SHORT PLAN YEAR?

     c. ( )  No
     d. (X)  Yes, beginning July 1st, 1997
                            ---------------
           and ending December 31st, 1997.
                      -------------
C3   ANNIVERSARY DATE of Plan (Annual Valuation Date)

     a. December 31st
        ------------------
        month         day

C4   PLAN NUMBER assigned by the Employer (select one)
     a. ( ) 001   b. ( ) 002   c. (X) 003   d. ( ) Other

                                       3
<PAGE>
<PAGE>
C5   NAME OF PLAN ADMINISTRATOR (Document provides for the Employer to appoint 
     an Administrator.  If none is named, the Employer will become the         
     Administrator.)

     a. (X)  Employer (Use Employer Address)

     b. ( )  Name
                  ------------------------------------------------------------

             Address ( ) Use Employer Address

                  ------------------------------------------------------------

                  ---------------------, -----------------------  ------------
                         City                    State                 Zip

             Telephone
                       ----------------------------------------

             Administrator's I.D. Number
                                          ---------------------

C6   PLAN'S AGENT FOR SERVICE OF LEGAL PROCESS

     a. (X)  Employer (Use Employer Address)

     b. ( )  Name
                  ------------------------------------------------------------

             Address
                    ----------------------------------------------------------

                    ----------------------------------------------------------

                                       4
<PAGE>
<PAGE>
ELIGIBILITY, VESTING AND RETIREMENT AGE

D1   ELIGIBLE EMPLOYEES (Plan Section 1.15) shall mean all Employees who have  
     satisfied the eligibility requirements except those checked below:

     a. (X)  N/A.  No exclusions.
     b. ( )  Employees whose employment is governed by a collective bargaining 
             agreement between the Employer and "employee representatives"     
             under which retirement benefits were the subject of good faith    
             bargaining.  For this purpose, the term "employee                 
             representatives" does not include any organization more than half 
             of whose members are employees who are owners, officers, or       
             executives of the Employer.

     c. ( )  Employees who are nonresident aliens who received no earned       
             income (within the meaning of Code Section 911(d)(2)) from the    
             Employer which constitutes income from sources within the United  
             States (within the meaning of Code Section 861(a)(3)).

     NOTE:   For purposes of this section, the term Employee shall include all 
             Employees of this Employer, any Affiliated Employer, and any      
             leased employees deemed to be Employees under Code Section 414(n) 
             or 414(o).

D2   HOURS OF SERVICE (Plan Section 1.31) will be determined on the basis of   
     the method selected below.  Only one method may be selected.  The method  
     selected will be applied to all Employees covered under the Plan.

     a. (X)  On the basis of actual hours for which an Employee is paid or     
             entitled to payment.

     b. ( )  On the basis of days worked.  An Employee will be credited with   
             ten (10) Hours of Service if under the Plan such Employee would   
             be credited with at least one (1) Hour of Service during the day.

     c. ( )  On the basis of weeks worked.  An Employee will be credited       
             forty-five (45) Hours of Service if under the Plan such Employee  
             would be credited with at least one (1) Hour of Service during    
             the week.

     d. ( )  On the basis of semi-monthly payroll periods.  An Employee will   
             be credited with ninety-five (95) Hours of Service if under the   
             Plan such Employee would be credited with at least one (1) Hour   
             of Service during the semi-monthly payroll period.

     e. ( )  On the basis of months worked.  An Employee will be credited with 
             one hundred ninety (190) Hours of Service if under the Plan such  
             Employee would be credited with at least one (1) Hour of Service  
             during the month.

                                       5
<PAGE>
<PAGE>
D3   CONDITIONS OF ELIGIBILITY (Plan Section 3.1)
     (Check either a OR b and c, and if applicable, d)

     Any Eligible Employee will be eligible to participate in the Plan if such 
     Eligible Employee has satisfied the service and age requirements, if any, 
     specified below:

     a. ( )  NO AGE OR SERVICE REQUIRED.

     b. (X)  SERVICE REQUIREMENT.  (may not exceed 1 year)

           1. ( )  None
           2. ( )  1/2 Year of Service
           3. (X)  1 Year of Service
           4. ( )  Other
                         --------
     NOTE:   If the Year(s) of Service selected is or includes a fractional    
             year, an Employee will not be required to complete any specified  
             number of Hours of Service to receive credit for such fractional  
             year.  If expressed in Months of Service, an Employee will not be 
             required to complete any specified number of Hours of Service in
a            particular month.

     c. (X)  AGE REQUIREMENT (may not exceed 21)

           1. ( )  N/A - No Age Requirement.
           2. ( )  20 1/2
           3. (X)  21
           4. ( )  Other        

     d. ( )  FOR NEW PLANS ONLY - Regardless of any of the above age or        
             service requirements, any Eligible Employee who was employed on   
             the Effective Date of the Plan shall be eligible to participate   
             hereunder and shall enter the Plan as of such date.

D4   EFFECTIVE DATE OF PARTICIPATION (Plan Section 3.2)
     An Eligible Employee shall become a Participant as of:

     a. ( )  the first day of the Plan Year in which he met the requirements.
     b. ( )  the first day of the Plan Year in which he met the requirements,  
             if he met the requirements in the first 6 months of the Plan      
             Year, or as of the first day of the next succeeding Plan Year if  
             he met the requirements in the last 6 months of the Plan Year.
     c. (X)  the earlier of the first day of the seventh month or the first    
             day of the Plan Year coinciding with or next following the date   
             on which he met the requirements.
     d. ( )  the first day of the Plan Year next following the date on which   
             he met the requirements.
             (Eligibility must be 1/2 Year of Service or less and age 20 1/2   
             or less.)
     e. ( )  the first day of the month coinciding with or next following the  
             date on which he met the requirements.
     f. ( )  Other:               , provided that an Employee who has
                    --------------
             satisfied the maximum age and service requirements that are       
             permissible in Section D3 above and who is otherwise entitled to  
             participate, shall commence participation no later than the       
             earlier of (a) 6 months after such requirements are satisfied, or 
             (b) the first day of the first Plan Year after such requirements  
             are satisfied, unless the Employee separates from service before  
             such participation date.

                                       6
<PAGE>
<PAGE>
D5   VESTING OF PARTICIPANT'S INTEREST (Plan Section 6.4(b))

     The vesting schedule, based on number of Years of Service, shall be as    
     follows:

     a. ( )  100% upon entering Plan.  (Required if eligibility requirement is 
            greater than one (1) Year of Service.)

     b. ( )  0-2 years    0%   c. (X)  0-4 years     0%
               3 years  100%             5 years   100%

     d. ( )  0-1 year     0%   e. ( )    1 year    25%
               2 years   20%             2 years   50%
               3 years   40%             3 years   75%
               4 years   60%             4 years  100%
               5 years   80%
               6 years  100%

     f. ( )  1 year      20%   g. ( )  0-2 years    0%
             2 years     40%             3 years   20%
             3 years     60%             4 years   40%
             4 years     80%             5 years   60%
             5 years    100%             6 years   80%
                                         7 years  100%

     h. ( )  Other - Must be at least as liberal as either c or g above.

             Years of Service             Percentage

             ----------------             -----------
             ----------------             -----------
             ----------------             -----------
             ----------------             -----------
             ----------------             -----------
             ----------------             -----------
             ----------------             -----------

                                       7
<PAGE>

<PAGE>
D6   FOR AMENDED PLANS (Plan Section 6.4(f)) If the vesting schedule has been
amended to a less favorable schedule, enter the pre-amended schedule below:

     a. ( )  Vesting schedule has not been amended or amended schedule is more 
             favorable in all years.

     b. ( )  Years of Service            Percentage

             ----------------           -----------
             ----------------           -----------
             ----------------           -----------
             ----------------           -----------
             ----------------           -----------
             ----------------           -----------
             ----------------           -----------

D7   TOP HEAVY VESTING (Plan Section 6.4(c)) If this Plan becomes a Top Heavy  
     Plan, the following vesting schedule, based on number of Years of         
     Service, for such Plan Year and each succeeding Plan Year, whether or not 
     the Plan is a Top Heavy Plan, shall apply and shall be treated as a Plan  
     amendment pursuant to this Plan.  Once effective, this schedule shall     
     also apply to any contributions made prior to the effective date of Code  
     Section 416 and/or before the Plan became a Top Heavy Plan.

     a. ( )  N/A (D5a, b, d, e or f was selected)

     b. ( )  0-1 year     0%   c. (X)  0-2 years     0%
               2 years   20%             3 years   100%
               3 years   40%
               4 years   60%
               5 years   80%
               6 years  100%

     NOTE:  This section does not apply to the Account balances of any         
            Participant who does not have an Hour of Service after the Plan    
            has initially become top heavy.  Such Participant's Account        
            balance attributable to Employer contributions and Forfeitures     
            will be determined without regard to this section.

                                       8
<PAGE>
<PAGE>
D8   VESTING (Plan Section 6.4(h)) In determining Years of Service for vesting 
     purposes, Years of Service attributable to the following shall be         
     EXCLUDED:

     a. ( )  Service prior to the Effective Date         b. (X)  N/A.
             of the Plan or a predecessor plan.
     c. (X)  Service prior to the time an Employee       d. ( )  N/A.
             attained age 18.

D9   PLAN SHALL RECOGNIZE SERVICE WITH PREDECESSOR EMPLOYER

     a. ( )  No.
     b. (X)  Yes:  Years of Service with  First Federal Savings & Loan
                                         ------------------------------------ 
                   Association of Florence shall be recognized for the purpose
                   -----------------------
                   of this Plan.

     NOTE: If the predecessor Employer maintained this qualified Plan, then    
           Years of Service with such predecessor Employer shall be recognized 
           pursuant to Section 1.74, and b. must be marked.

D10  NORMAL RETIREMENT AGE ("NRA") (Plan Section 1.42) means:

     a. (X)  the date a Participant attains his   65   birthday. (not to
                                                ------
             exceed 65th)
     b. ( )  the later of the date a Participant attains his        birthday
                                                             ------
             (not to exceed 65th) or the c.       (not to exceed 5th)
                                            -----
             anniversary of the first day of the Plan Year in which            
             participation in the Plan commenced.

D11  NORMAL RETIREMENT DATE (Plan Section 1.43) shall commence:

     a. (X)  as of the Participant's "NRA. "

             OR (must select b. or c. AND 1. or 2.)

     b. ( )  as of the first day of the month...
     c. ( )  as of the Anniversary Date...
             1. ( ) coinciding with or next following the Participant's "NRA."
             2. ( ) nearest the Participant's "NRA."

D12  EARLY RETIREMENT DATE (Plan Section 1.12) means the:

     a. ( )  No Early Retirement provision provided.
     b. (X)  date on which a Participant...
     c. ( )  first day of the month coinciding with or next following the date 
             on which a Participant...
     d. ( )  Anniversary Date coinciding with or next following the date on    
             which a Participant...
     AND, if b, c or d was selected...
             1. (X) attains his 55 birthday and has
             2. ( ) completed at least ______ Years of Service.

                                       9
<PAGE>
<PAGE>
CONTRIBUTIONS, ALLOCATIONS AND DISTRIBUTIONS

E1   a.    COMPENSATION (Plan Section 1.9) with respect to any Participant     
           means:

           1. ( )  Wages, tips and other Compensation on Form W-2.
           2. (X)  Section 3401(a) wages (wages for withholding purposes).
           3. ( )  415 safe-harbor compensation.

           AND COMPENSATION

           1. ( )  shall
           2. (X)  shall not

     exclude (even if includible in gross income) reimbursements or other      
     expense allowances, fringe benefits (cash or noncash), moving expenses,   
     deferred compensation, and welfare benefits.

     b.    COMPENSATION shall be

           1. (X)  actually paid (must be selected if Plan is integrated)
           2. ( )  accrued

     c.    FOR PURPOSES OF THIS SECTION E1, Compensation shall be based on:

           1. (X)  the Plan Year.
           2. ( )  the Fiscal Year coinciding with or ending within the Plan   
                   Year.
           3. ( )  the Calendar Year coinciding with or ending within the Plan 
                   Year.

     NOTE: The Limitation Year shall be the same as the year on which          
           Compensation is based.

     d.    HOWEVER, for an Employee's first year of participation,             
           Compensation shall be recognized as of:

           1. ( )  the first day of the Plan Year.
           2. (X)  the date the Participant entered the Plan.

     e.    IN ADDITION, COMPENSATION and "414(s) Compensation"

           1. (X)  shall   2. ( )  shall not include compensation which is not 
           currently includible in the Participant's gross income by reason of 
           the application of Code Sections 125, 402(a)(8), 402(h)(1)(B), or   
           403(b).

E2   SALARY REDUCTION ARRANGEMENT - ELECTIVE CONTRIBUTION
     (Plan Section 11.2) Each Employee may elect to have his Compensation      
     reduced by:

     a. ( )  ____%
     b. ( )  up to ____%
     c. ( )  from ____% to ____%
     d. (X)  up to the maximum percentage allowable not to exceed the limits   
             of Code Sections 401(k), 404 and 415.

AND...

                                       10
<PAGE>
<PAGE>
     e. (X)  A Participant may elect to commence salary reductions as of       
             January 1 & July 1 (ENTER AT LEAST ONE DATE OR PERIOD).  A        
             Participant may modify the amount of salary reductions as  of     
             January 1 & July 1 (ENTER AT LEAST ONE DATE OR PERIOD).

AND...

     Shall cash bonuses paid within 2 1/2 months after the end of the Plan     
     Year be subject to the salary reduction election?

     f. ( )  Yes
     g. (X)  No

                                       11
<PAGE>
<PAGE>
E3   FORMULA FOR DETERMINING EMPLOYER'S MATCHING CONTRIBUTION
     (Plan Section 11.1(b))

     a. ( )  N/A.  There shall be no matching contributions.
     b. ( )  The Employer shall make matching contributions equal to _% (e.g.  
             50%) of the Participant's salary reductions.
     c. (X)  The Employer may make matching contributions equal to a           
             discretionary percentage, to be determined by the Employer, of    
             the Participant's salary reductions.
     d. ( )  The Employer shall make matching contributions equal to the sum   
             of ____% of the portion of the Participant's salary reduction     
             which does not exceed ____% of the Participant's Compensation     
             plus ____% of the portion of the Participant's salary reduction   
             which exceeds ____% of the Participant's Compensation, but does   
             not exceed ____% of the Participant's Compensation.
     e. ( )  The Employer shall make matching contributions equal to the       
             percentage determined under the following schedule:

           Participant's Total           Matching Percentage
           Years of Service
                           
           ----------------                  -----------
           ----------------                  -----------
           ----------------                  -----------

FOR PLANS WITH MATCHING CONTRIBUTIONS

     f. (X)  Matching contributions  g. ( ) shall  h. (X) shall not be used in 
             satisfying the deferral percentage tests.  (If used, full vesting 
             and restrictions on withdrawals will apply and the match will be  
             deemed to be an Elective Contribution).
     i. ( )  For Plan Years beginning prior to 1990, a Year of Service ( )     
             shall  j. ( ) shall not be required in order to share in the      
             matching contributions.  For Plan Years beginning after 1989, a   
             Year of Service shall not be required in order to share in the    
             matching contributions.
     k. ( )  In determining matching contributions, only salary reductions up  
             to ____% of a Participant's Compensation will be matched.  l. (X) 
             N/A
     m. ( )  The matching contribution made on behalf of a Participant for any 
             Plan Year shall not exceed $_____.  n.  (X) N/A
     o. (X)  Matching contributions shall be made on behalf of
             1. (X)  all Participants.
             2. ( )  only Non-Highly Compensated Employees.
     p. ( )  Notwithstanding anything in the Plan to the contrary, all         
             matching contributions which relate to distributions of Excess    
             Deferred Compensation, Excess Contributions, and Excess Aggregate 
             Contributions shall be Forfeited.  (Select this option only if it 
             is applicable.)

                                       12
<PAGE>
<PAGE>
E4   WILL A DISCRETIONARY EMPLOYER CONTRIBUTION BE PROVIDED (OTHER THAN A      
     DISCRETIONARY MATCHING OR QUALIFIED NON-ELECTIVE CONTRIBUTION) (Plan      
     Section 11.1(c))?

     a. ( )  No.
     b. ( )  Yes, the Employer may make a discretionary contribution out of    
             its current or accumulated Net Profit.
     c. (X)  Yes, the Employer may make a discretionary contribution which is  
             not limited to its current or accumulated Net Profit.

     IF YES (b. or c. is selected above), the Employer's discretionary         
     contribution shall be allocated as follows:

     d. (X)  FOR A NON-INTEGRATED PLAN

     The Employer discretionary contribution for the Plan Year shall be        
     allocated in the same ratio as each Participant's Compensation bears to   
     the total of such Compensation of all Participants.

     e. ( )  FOR AN INTEGRATED PLAN

     The Employer discretionary contribution for the Plan Year shall be        
     allocated in accordance with Plan Section 4.3(b)(2) based on a            
     Participant's Compensation in excess of:

     f. ( )  The Taxable Wage Base.
     g. ( )  The greater of $10,000 or 20% of the Taxable Wage Base.
     h. ( )  ____% of the Taxable Wage Base.  (See Note below)
     i. ( )  $_____.  (see Note below)

     NOTE: The integration percentage of 5.7% shall be reduced to:

           1.  4.3% if h. or i. above is more than 20% and less than or equal  
               to 80% of the Taxable Wage Base.
           2.  5.4% if h. or i. above is less than 100% and more than 80% of   
               the Taxable Wage Base.

                                       13
<PAGE>
<PAGE>
E5   QUALIFIED NON-ELECTIVE CONTRIBUTIONS (Plan Section I 1.1 (d))

     a. (X)  N/A.  There shall be no Qualified Non-Elective Contributions      
             except as provided in Section 11.5(b) and 11.7(h).
     b. ( )  The Employer shall make a Qualified Non-Elective Contribution     
             equal to ____% of the total Compensation of all Participants      
             eligible to share in the allocations.
     c. ( )  The Employer may make a Qualified Non-Elective Contribution in an 
             amount to be determined by the Employer.

E6   FORFEITURES (Plan Section 4.3(e))

     a.      Forfeitures of contributions other than matching contributions    
             shall be...

           1. ( )  added to the Employer's contribution under the Plan.
           2. (X)  allocated to all Participants eligible to share in the      
                   allocations in the same proportion that each Participant's  
                   Compensation for the year bears to the Compensation of all  
                   Participants for such year.

     b.      Forfeitures of matching contributions shall be...

           1. ( )  N/A. No matching contributions or match is fully vested.
           2. (X)  used to reduce the Employer's matching contribution.
           3. ( )  allocated to all Participants eligible to share in the      
                   allocations in proportion to each such Participant's        
                   Compensation for the year.
           4. ( )  allocated to all Non-Highly Compensated Employee's eligible 
                   to share in the allocations in proportion to each such      
                   Participant's Compensation for the year.

                                       14
<PAGE>
<PAGE>
E7   ALLOCATIONS TO TERMINATED PARTICIPANTS (Plan Section 4.3(k))

     Any Participant who terminated employment during the Plan Year for        
     reasons other than death, Total and Permanent Disability or retirement:

     a.    With respect to the allocation of Employer Non-Elective             
           Contributions (other than matching), Qualified Non-Elective         
           Contributions, and Forfeitures for Plan Years beginning prior to    
           1990:

           1. (X)  N/A
           2. ( )  shall share in such allocations provided such Participant   
                   completed a Year of Service.
           3. ( )  shall not share in such allocations regardless of Hours of  
                   Service.

     NOTE: The Plan provides that for Plan Years beginning after 1989, a       
           terminated Participant shall share in such allocations provided     
           such Participant completed more than 500 Hours of Service.

     b.    With respect to the allocation of Employer Matching Contributions,  
           a Participant:

           1.    For Plan Years beginning after 1989,

                 i.   ( )  N/A, Plan does not provide for matching             
                           contributions.
                 ii.  (X)  shall share in the allocations, regardless of Hours 
                           of Service.
                 iii. ( )  shall share in the allocations provided such        
                           Participant completed more than 500 Hours of        
                           Service.

           2.    For Plan Years beginning before 1990,

                 i.   (X)  N/A, new Plan, or same as Plan Years beginning      
                           after 1989.
                 ii.  ( )  shall share in the allocations, regardless of Hours 
                           of Service.
                 iii. ( )  shall share in the allocations provided such        
                           Participant completed a Year of Service.

E8    ALLOCATIONS OF EARNINGS (Plan Section 4.3(c))

     Allocations of earnings with respect to amounts contributed to the Plan   
     after the previous Anniversary Date or other valuation date shall be      
     determined...

     a. ( )  by using a weighted average.
     b. ( )  by treating one-half of all such contributions as being a part of 
             the Participant's nonsegregated account balance as of the         
             previous Anniversary Date or valuation date.
     c. (X)  by using the method specified in Section 4.3(c).
     d. ( )  other _____________________

                                       15
<PAGE>
<PAGE>
E9 LIMITATIONS ON ALLOCATIONS (Plan Section 4.4)

     a.    If any Participant is or was covered under another qualified        
           defined contribution plan maintained by the Employer, or if the     
           Employer maintains a welfare benefit fund, as defined in Code       
           Section 419(e), or an individual medical account, as defined in     
           Code Section 415(1)(2), under which amounts are treated as Annual   
           Additions with respect to any Participant in this Plan:

           1. ( )  N/A.
           2. (X)  The provisions of Section 4.4(b) of the Plan will apply.
           3. ( )  Provide the method under which the Plans will limit total   
                   Annual Additions to the Maximum Permissible Amount, and     
                   will properly reduce any Excess Amounts, in a manner that   
                   precludes Employer discretion.

     NOTE: If a.3 above is selected, an Employer may not rely on the opinion   
           letter issued by the Internal Revenue Service that this Plan is     
           qualified under Code Section 401.

     b.    If any Participant is or ever has been a Participant in a defined   
           benefit plan maintained by the Employer:

           1. ( )  N/A.
           2. (X)  In any Limitation Year, the Annual Additions credited to    
                   the Participant under this Plan may not cause the sum of    
                   the Defined Benefit Plan Fraction and the Defined           
                   Contribution Fraction to exceed 1.0.  If the Employer's     
                   contribution that would otherwise be made on the            
                   Participant's behalf during the limitation year would cause 
                   the 1.0 limitation to be exceeded, the rate of contribution 
                   under this Plan will be reduced so that the sum of the      
                   fractions equals 1.0.  If the 1.0 limitation is exceeded    
                   because of an Excess Amount, such Excess Amount will be     
                   reduced in accordance with Section 4.4(a)(4) of the Plan.
           3. ( )  Provide the method under which the Plans involved will      
                   satisfy the 1.0 limitation in a manner that precludes       
                   Employer discretion.

                                       16
<PAGE>
<PAGE>
E10  DISTRIBUTIONS UPON DEATH (Plan Section 6.6(h))
     Distributions upon the death of a Participant prior to receiving any      
     benefits shall...

     a. (X)  be made pursuant to the election of the Participant or            
             beneficiary.
     b. ( )  begin within 1 year of death for a designated beneficiary and be  
             payable over the life (or over a period not exceeding the life    
             expectancy) of such beneficiary, except that if the beneficiary   
             is the Participant's spouse, begin within the time the            
             Participant would have attained age 70 1/2. 
     c. ( )  be made within 5 years of death for all beneficiaries.
     d. ( )  other                   .
                   ------------------

E11  LIFE EXPECTANCIES (Plan Section 6.5(f)) for minimum distributions         
     required pursuant to Code Section 401(a)(9) shall...

     a. (X)  be recalculated at the Participant's election.
     b. ( )  be recalculated.
     c. ( )  not be recalculated.

E12  CONDITIONS FOR DISTRIBUTIONS UPON TERMINATION
     Distributions upon termination of employment pursuant to Section 6.4(a)   
     of the Plan shall not be made unless the following conditions have been   
     satisfied:

     a. ( )  N/A.  Immediate distributions may be made at Participant's        
             election.
     b. (X)  The Participant has incurred one 1-Year Break(s)) in Service.
     c. ( )  The Participant has reached his or her Early or Normal Retirement 
             Age.
     d. ( )  Distributions may be made at the Participant's election on or     
             after the Anniversary Date following termination of employment.
     e. ( )  Other                       .
                   ----------------------

E13  FORM OF DISTRIBUTIONS (Plan Sections 6.5 and 6.6) Distributions under the 
     Plan may be made...

     a.    1. (X)  in lump sums.
           2. ( )  in lump sums or installments.

     b. AND, pursuant to Plan Section 6.13,

           1. (X)  no annuities are allowed (avoids Joint and Survivor rules).
           2. ( )  annuities are allowed (Plan Section 6.13 shall not apply).

     NOTE: b.1. above may not be elected if this is an amendment to a plan     
           which permitted annuities as a form of distribution or if this Plan 
           has accepted a plan to plan transfer of assets from a plan which    
           permitted annuities as a form of distribution.

     c. AND may be made in...

           1. (X)  cash only (except for insurance or annuity contracts).
           2. ( )  cash or property.

                                       17
<PAGE>
<PAGE>
TOP HEAVY REQUIREMENTS

F1   TOP HEAVY DUPLICATIONS (Plan Section 4.3(i)): When a Non-Key Employee is  
     a Participant in this Plan and a Defined Benefit Plan maintained by the   
     Employer, indicate which method shall be utilized to avoid duplication of 
     top heavy minimum benefits.

     a. ( )  The Employer does not maintain a Defined Benefit Plan.
     b. (X)  A minimum, non-integrated contribution of 5% of each Non-Key      
             Employee's total Compensation shall be provided in this Plan, as  
             specified in Section 4.3(i).  (The Defined Benefit and Defined    
             Contribution Fractions will be computed using 100% if this choice 
             is selected.)
     c. ( )  A minimum, non-integrated contribution of 7 1/2% of each Non-Key
             Employee's total Compensation shall be provided in this Plan, as  
             specified in Section 4.3(i).  (If this choice is selected, the    
             Defined Benefit and Defined Contribution Fractions will be        
             computed using 125% for all Plan Years in which the Plan is Top   
             Heavy, but not Super Top Heavy.)
     d. ( )  Specify the method under which the Plans will provide top heavy   
             minimum benefits for Non-Key Employees that will preclude         
             Employer discretion and avoid inadvertent omissions, including    
             any adjustments required under Code Section 415(e).

                                       18
<PAGE>
<PAGE>
F2   PRESENT VALUE OF ACCRUED BENEFIT (Plan Section 2.2) for Top Heavy         
     purposes where the Employer maintains a Defined Benefit Plan in addition  
     to this Plan, shall be based on...

     a. ( )  N/A.  The Employer does not maintain a defined benefit plan.

     b. (X)  Interest Rate:   6.5  %
                            -------
             Mortality Table:   1983 G.A.M. Unisex  
                                --------------------
F3   TOP HEAVY DUPLICATIONS:  Employer maintaining two (2) or more Defined     
     Contribution Plans (other than paired plans).

     a. ( )  N/A.
     b. ( )  A minimum, non-integrated contribution of 3% of each Non-Key      
             Employee's total Compensation shall be provided in the Money      
             Purchase Plan (or other plan subject to Code Section 412), where  
             the Employer maintains two (2) or more non-paired Defined         
             Contribution Plans.
     c. (X)  Specify the method under which the Plans will provide top heavy   
             minimum benefits for Non-Key Employees that will preclude         
             Employer discretion and avoid inadvertent omissions, including    
             any adjustments required under Code Section 415(e).

     A minimum, non-integrated contribution of 3% of each non-key employee's   
     total compensation shall be provided in this plan.

F4   IS THIS A PAIRED PLAN?

     a. ( )  Yes.  Name the Plan(s) with which this is paired.

             -----------------------------------------------------------------

     b. (X)  No or N/A.

                                       19
<PAGE>
<PAGE>
MISCELLANEOUS

G1   LOANS TO PARTICIPANTS (Plan Section 7.4)

     a. ( )  Yes, loans may be made up to $50,000 or 1/2 Vested interest.
     b. (X)  No, loans may not be made.

     If YES, (check all that apply)...

     c. ( )  loans shall be treated as a Directed Investment.
     d. ( )  loans shall only be made for hardship or financial necessity.
     e. ( )  the minimum loan shall be $1,000.
     f. ( )  $10,000 de minimis loans may be made regardless of Vested         
             interest.  (If selected, Plan may need security in addition to    
             Vested interest.)

     NOTE: Department of Labor Regulations require the adoption of a separate  
           written loan program setting forth the requirements outlined in     
           Plan Section 7.4.

G2   DIRECTED INVESTMENT ACCOUNTS (Plan Section 4.8) are permitted for the     
     interest in any one or more accounts.

     a. (X)  Yes, regardless of the Participant's Vested interest in the Plan.
     b. ( )  Yes, but only with respect to the Participant's Vested interest   
             in the Plan.
     c. ( )  Yes, but only with respect to those accounts which are 100%       
             Vested.
     d. ( )  No directed investments are permitted.

G3   TRANSFERS FROM QUALIFIED PLANS (Plan Section 4.6)

     a. (X)  Yes, transfers from qualified plans (and rollovers) will be       
             allowed.
     b. ( )  No, transfers from qualified plans (and rollovers) will not be    
             allowed.

     AND, transfers shall be permitted...

     c. (X)  from any Employee, even if not a Participant.
     d. ( )  from Participants only.

                                       20
<PAGE>
<PAGE>
G4   EMPLOYEES' VOLUNTARY CONTRIBUTIONS (Plan Section 4.7)

     a. ( )  Yes, Voluntary Contributions are allowed subject to the limits of 
             Section 4.10.
     b. (X)  No, Voluntary Contributions will not be allowed.

     NOTE: TRA '86 subjects voluntary contributions to strict discrimination   
           rules.

G5   HARDSHIP DISTRIBUTIONS (Plan Sections 6.11 and 11.8)

     a. ( )  Yes, from any accounts which are 100% Vested.
     b. ( )  Yes, from Participant's Elective Account only.
     c. ( )  Yes, but limited to the Participant's Account only.
     d. (X)  No.

     NOTE: Distributions from a Participant's Elective Account are limited to  
           the portion of such account attributable to such Participant's      
           Deferred Compensation and earnings attributable thereto up to       
           December 31, 1988.  Also hardship distributions are not permitted   
           from a Participant's Qualified Non-Elective Account.

G6   PRE-RETIREMENT DISTRIBUTION (Plan Section 6.10)

     a. ( )  If a Participant has reached the age of ______, distributions may 
             be made, at the Participant's election, from any accounts which   
             are 100% Vested without requiring the Participant to terminate    
             employment.
     b. (X)  No pre-retirement distribution may be made.

     NOTE: Distributions from a Participant's Elective Account and Qualified   
           Non-Elective Account are not permitted prior to age 59 1/2.

                                       21
<PAGE>
<PAGE>
G7   LIFE INSURANCE (Plan Section 7.2(d)) may be purchased with Plan           
     contributions.

     a. (X)  No life insurance may be purchased.
     b. ( )  Yes, at the option of the Administrator.
     c. ( )  Yes, at the option of the Participant.

     AND the purchase of initial or additional life insurance shall be subject 
     to the following limitations: (select all that apply)

     d. ( )  N/A, no limitations.
     e. ( )  each initial Contract shall have a minimum face amount of $_____.
     f. ( )  each additional Contract shall have a minimum face amount of      
             $_____.
     g. ( )  the Participant has completed _____ Years of Service.
     h. ( )  the Participant has completed _____ Years of Service while a      
             Participant in the Plan.
     i. ( )  the Participant is under age _____ on the Contract issue date.
     j. ( )  the maximum amount of all Contracts on behalf of a Participant    
             shall not exceed $_____.
     k. ( )  the maximum face amount of life insurance shall be $_____.

                                       22
<PAGE>

<PAGE>
An Employer who has ever maintained or who later adopts any plan in addition
to this Plan (including a welfare benefit fund, as defined in Code Section
419(e), which provides post-retirement medical benefits allocated to separate
accounts for Key Employees, as defined in Code Section 419A(d)(3) or an
individual medical account, as defined in Code Section 415(1)(2)) (other than
paired plan N/A) 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. If the Employer who adopts or maintains multiple plans
wishes to obtain reliance that the Employer's plan(s)) are qualified,
application for a determination letter should be made to the appropriate key
district director of Internal Revenue.

This Adoption Agreement may be used only in conjunction with basic Plan
document 01. This Adoption Agreement and the basic Plan document shall
together be known as PENSION & BENEFIT FINANCIAL SERVICES, INC. Standardized
401(k) Profit Sharing Plan and Trust 01-006.

The adoption of this Plan, its qualification by the IRS, and the related tax
consequences are the responsibility of the Employer and its independent tax
and legal advisors.

PENSION & BENEFIT FINANCIAL SERVICES, INC. will notify the Employer of any
amendments made to the Plan or of the discontinuance or abandonment of the
Plan provided this Plan has been acknowledged by PENSION & BENEFIT FINANCIAL
SERVICES, INC. or its authorized representative. Furthermore, in order to be
eligible to receive such notification, we agree to notify PENSION & BENEFIT
FINANCIAL SERVICES, INC. of any change in address.

                                       23
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the Employer and Trustee hereby cause this Plan to be
executed on June 25 1997. Furthermore, this Plan may not be used unless
acknowledged by PENSION & BENEFIT FINANCIAL SERVICES, INC. or its authorized
representative.

EMPLOYER:

FIRST SOUTHERN BANK

By:
   ---------------------------------

   ---------------------------------            -----------------------------
       TRUSTEE, Charles L. Frederick                        TRUSTEE

   ---------------------------------            -----------------------------
        TRUSTEE, Marva Kaye Townsend                        TRUSTEE

   ---------------------------------                                           
             TRUSTEE, Thomas N. Ward

PARTICIPATING EMPLOYER:

   ---------------------------------
           (enter name)

By:
   ---------------------------------

This Plan may not be used, and shall not be deemed to be a Regional Prototype
Plan, unless an authorized representative of PENSION & BENEFIT FINANCIAL
SERVICES, INC. has acknowledged the use of the Plan. Such acknowledgment is
for administerial purposes only. It acknowledges that the Employer is using
the Plan but does not represent that this Plan, including the choices selected
on the Adoption Agreement, has been reviewed by a representative of the
sponsor or constitutes a qualified retirement plan.

PENSION & BENEFIT FINANCIAL SERVICES, INC.

By:
   ------------------------------

                                       24
<PAGE>
<PAGE>
                PENSION & BENEFIT FINANCIAL SERVICES, INC.
                            REGIONAL PROTOTYPE
                    DEFINED CONTRIBUTION PLAN AND TRUST
<PAGE>
<PAGE>
                             TABLE OF CONTENTS

                                 ARTICLE I

                                DEFINITIONS

                                ARTICLE II

                  TOP HEAVY PROVISIONS AND ADMINISTRATION

2.1  TOP HEAVY PLAN REQUIREMENTS. . . . . . . . . . . . . .      12

2.2  DETERMINATION OF TOP HEAVY STATUS. . . . . . . . . . .      12

2.3  POWERS AND RESPONSIBILITIES OF THE EMPLOYER. . . . . .      15

2.4  DESIGNATION OF ADMINISTRATIVE AUTHORITY. . . . . . . .      15

2.5  ALLOCATION AND DELEGATION OF RESPONSIBILITIES. . . . .      16

2.6  POWERS AND DUTIES OF THE ADMINISTRATOR . . . . . . . .      16

2.7  RECORDS AND REPORTS. . . . . . . . . . . . . . . . . .      17

2.8  APPOINTMENT OF ADVISERS. . . . . . . . . . . . . . . .      17

2.9  INFORMATION FROM EMPLOYER. . . . . . . . . . . . . . .      17

2.10 PAYMENT OF EXPENSES. . . . . . . . . . . . . . . . . .      17

2.11 MAJORITY ACTIONS . . . . . . . . . . . . . . . . . . .      17

2.12 CLAIMS PROCEDURE . . . . . . . . . . . . . . . . . . .      18

2.13 CLAIMS REVIEW PROCEDURE. . . . . . . . . . . . . . . .      18


                                ARTICLE III

                                ELIGIBILITY

3.1  CONDITIONS OF ELIGIBILITY. . . . . . . . . . . . . . .      18

3.2  EFFECTIVE DATE OF PARTICIPATION. . . . . . . . . . . .      18

3.3  DETERMINATION OF ELIGIBILITY . . . . . . . . . . . . .      19

<PAGE>
<PAGE>
3.4  TERMINATION OF ELIGIBILITY . . . . . . . . . . . . . .      19

3.5  OMISSION OF ELIGIBLE EMPLOYEE. . . . . . . . . . . . .      19

3.6  INCLUSION OF INELIGIBLE EMPLOYEE . . . . . . . . . . .      19

3.7  ELECTION NOT TO PARTICIPATE. . . . . . . . . . . . . .      19

3.8  CONTROL OF ENTITIES BY OWNER-EMPLOYEE. . . . . . . . .      19


                                ARTICLE IV

                        CONTRIBUTION AND ALLOCATION

4.1  FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION. . . .      20

4.2  TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION . . . . . .      21

4.3  ALLOCATION OF CONTRIBUTION, FORFEITURES
      AND EARNINGS. . . . . . . . . . . . . . . . . . . . .      21

4.4  MAXIMUM ANNUAL ADDITIONS . . . . . . . . . . . . . . .      25

4.5  ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS. . . . . . .      31

4.6  TRANSFERS FROM QUALIFIED PLANS . . . . . . . . . . . .      31

4.7  VOLUNTARY CONTRIBUTIONS. . . . . . . . . . . . . . . .      32

4.8  DIRECTED INVESTMENT ACCOUNT. . . . . . . . . . . . . .      33

4.9  QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTIONS . . . . . .      33

4.10 ACTUAL CONTRIBUTION PERCENTAGE TESTS . . . . . . . . .      33

4.11 INTEGRATION IN MORE THAN ONE PLAN. . . . . . . . . . .      34


                                 ARTICLE V

                                VALUATIONS

5.1  VALUATION OF THE TRUST FUND. . . . . . . . . . . . . .      34

5.2  METHOD OF VALUATION. . . . . . . . . . . . . . . . . .      34

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                                ARTICLE VI

                DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1  DETERMINATION OF BENEFITS UPON RETIREMENT. . . . . . .      34

6.2  DETERMINATION OF BENEFITS UPON DEATH . . . . . . . . .      34

6.3  DETERMINATION OF BENEFITS IN EVENT OF DISABILITY . . .      35

6.4  DETERMINATION OF BENEFITS UPON TERMINATION . . . . . .      36

6.5  DISTRIBUTION OF BENEFITS . . . . . . . . . . . . . . .      38

6.6  DISTRIBUTION OF BENEFITS UPON DEATH. . . . . . . . . .      42

6.7  TIME OF SEGREGATION OR DISTRIBUTION. . . . . . . . . .      45

6.8  DISTRIBUTION FOR MINOR BENEFICIARY . . . . . . . . . .      45

6.9  LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN . . . .      45

6.10 PRE-RETIREMENT DISTRIBUTION. . . . . . . . . . . . . .      45

6.11 ADVANCE DISTRIBUTION FOR HARDSHIP. . . . . . . . . . .      46

6.12 LIMITATIONS ON BENEFITS AND DISTRIBUTIONS. . . . . . .      46

6.13 SPECIAL RULE FOR NON-ANNUITY PLANS . . . . . . . . . .      46

                                ARTICLE VII

                                  TRUSTEE

7.1  BASIC RESPONSIBILITIES OF THE TRUSTEE. . . . . . . . .      47
     
7.2  INVESTMENT POWERS AND DUTIES OF THE TRUSTEE. . . . . .      47

7.3  OTHER POWERS OF THE TRUSTEE. . . . . . . . . . . . . .      49

7.4  LOANS TO PARTICIPANTS. . . . . . . . . . . . . . . . .      50

7.5   DUTIES OF THE TRUSTEE REGARDING PAYMENTS. . . . . . .      52

7.6  TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES. . . . .      52

7.7  ANNUAL REPORT OF THE TRUSTEE . . . . . . . . . . . . .      52

7.8  AUDIT. . . . . . . . . . . . . . . . . . . . . . . . .      53

7.9  RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE . . . .      53

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7.10 TRANSFER OF INTEREST . . . . . . . . . . . . . . . . .      54

7.11 TRUSTEE INDEMNIFICATION. . . . . . . . . . . . . . . .      55

7.12 EMPLOYER SECURITIES AND REAL PROPERTY. . . . . . . . .      55

                               ARTICLE VIII

                    AMENDMENT, TERMINATION, AND MERGERS

8.1  AMENDMENT. . . . . . . . . . . . . . . . . . . . . . .      55

8.2  TERMINATION. . . . . . . . . . . . . . . . . . . . . .      56

8.3  MERGER OR CONSOLIDATION. . . . . . . . . . . . . . . .      56

                                ARTICLE IX

                               MISCELLANEOUS

9.1  EMPLOYER ADOPTIONS . . . . . . . . . . . . . . . . . .      56

9.2  PARTICIPANT'S RIGHTS . . . . . . . . . . . . . . . . .      56

9.3  ALIENATION . . . . . . . . . . . . . . . . . . . . . .      56

9.4  CONSTRUCTION OF PLAN . . . . . . . . . . . . . . . . .      57

9.5  GENDER AND NUMBER. . . . . . . . . . . . . . . . . . .      57

9.6  LEGAL ACTION . . . . . . . . . . . . . . . . . . . . .      57

9.7  PROHIBITION AGAINST DIVERSION OF FUNDS . . . . . . . .      57

9.8  BONDING. . . . . . . . . . . . . . . . . . . . . . . .      58

9.9  EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE . . . . . .      58

9.10 INSURER'S PROTECTIVE CLAUSE. . . . . . . . . . . . . .      58

9.11 RECEIPT AND RELEASE FOR PAYMENTS . . . . . . . . . . .      58

9.12 ACTION BY THE EMPLOYER . . . . . . . . . . . . . . . .      58

9.13 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY . .      58

<PAGE>
<PAGE>
9.14 HEADINGS . . . . . . . . . . . . . . . . . . . . . . .      59

9.15 APPROVAL BY INTERNAL REVENUE SERVICE . . . . . . . . .      59

9.16 UNIFORMITY . . . . . . . . . . . . . . . . . . . . . .      59

9.17 PAYMENT OF BENEFITS. . . . . . . . . . . . . . . . . .      59

                                 ARTICLE X

                          PARTICIPATING EMPLOYERS

10.1 ELECTION TO BECOME A PARTICIPATING EMPLOYER. . . . . .      60

10.2 REQUIREMENTS OF PARTICIPATING EMPLOYERS. . . . . . . .      60

10.3 DESIGNATION OF AGENT . . . . . . . . . . . . . . . . .      60

10.4 EMPLOYEE TRANSFERS . . . . . . . . . . . . . . . . . .      60

10.5 PARTICIPATING EMPLOYER'S CONTRIBUTION AND FORFEITURES.      60

10.6 AMENDMENT. . . . . . . . . . . . . . . . . . . . . . .      61

10.7 DISCONTINUANCE OF PARTICIPATION. . . . . . . . . . . .      61

10.8 ADMINISTRATOR'S AUTHORITY. . . . . . . . . . . . . . .      61

10.9 PARTICIPATING EMPLOYER CONTRIBUTION FOR AFFILIATE. . .      61

                                ARTICLE XI

                        CASH OR DEFERRED PROVISIONS

11.1 FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION. . . .      62

11.2 PARTICIPANT'S SALARY REDUCTION ELECTION. . . . . . . .      62

11.3 ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS .      65

11.4 ACTUAL DEFERRAL PERCENTAGE TESTS . . . . . . . . . . .      67

11.5 ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS . . . .      69

11.6 ACTUAL CONTRIBUTION PERCENTAGE TESTS . . . . . . . . .      71

11.7 ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS . .      74

11.8 ADVANCE DISTRIBUTION FOR HARDSHIP. . . . . . . . . . .      77

<PAGE>
<PAGE>
                                 ARTICLE I
                                DEFINITIONS

     As used in this Plan, the following words and phrases shall have the
meanings set forth herein unless a different meaning is clearly required by
the context:

     1.1   "Act" means the Employee Retirement Income Security Act of 1974, as
it may be amended from time to time.

     1.2   "Administrator" means the person(s)) or entity designated by the
Employer pursuant to Section 2.4 to administer the Plan on behalf of the
Employer.

     1.3   "Adoption Agreement" means the separate Agreement which is executed
by the Employer and accepted by the Trustee which sets forth the elective
provisions of this Plan and Trust as specified by the Employer.

     1.4   "Affiliated Employer" means the Employer and any corporation which
is a member of a controlled group of corporations (as defined in Code Section
414(b)) which includes the Employer; any trade or business (whether or not
incorporated) which is under common control (as defined in Code Section
414(c)) with the Employer; any organization (whether or not incorporated)
which is a member of an affiliated service group (as defined in Code Section
414(m)) which includes the Employer; and any other entity required to be
aggregated with the Employer pursuant to Regulations under Code Section
414(o).

     1.5   "Aggregate Account" means with respect to each Participant, the
value of all accounts maintained on behalf of a Participant, whether
attributable to Employer or Employee contributions, subject to the provisions
of Section 2.2.

     1.6   "Anniversary Date" means the anniversary date specified in C3 of
the Adoption Agreement.

     1.7   "Beneficiary" means the person to whom a share of a deceased
Participant's interest in the Plan is payable, subject to the restrictions of 
Sections 6.2 and 6.6.

     1.8   "Code" means the Internal Revenue Code of 1986, as amended or
replaced from time to time.

     1.9   "Compensation" with respect to any Participant means one of the
following as elected in the Adoption Agreement.  However, Compensation for any
Self-Employed Individual shall be equal to his Earned Income.

                 (a) Information required to be reported under Sections 6041,  
           6051 and 6052 (wages, tips and Other Compensation Box on Form W-2). 
           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 Code Sections 6041(d) and 6051(a)(3).       
           Compensation must be determined without regard to any  rules under  
           Code 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)).

                 (b) Section 3401(a) wages.  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)).

                                       1
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                 (c) 415 safe-harbor compensation.  Compensation is deemed as  
           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 with the Employer maintaining the Plan to the extent  
           that the amounts are includible in gross income (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 Regulation Section 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 Employer                  
           contributions under a simplified employee pension plan 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 nonqualified stock      
           option, or when restricted stock (or property) held by the Employee 
           either becomes freely transferable or is no longer subject to a     
           substantial risk of forfeiture;

           (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 by the Employer (whether or not under a salary   
           reduction agreement) towards the purchase of an annuity contract    
           described in section 403(b) of the Internal Revenue Code (whether   
           or not the contributions are actually excludable from the gross     
           income of the Employee).

     If, in connection with the adoption of any amendment, the definition of
Compensation has been modified, then, for Plan Years prior to the Plan Year
which includes the adoption date of such amendment, Compensation means
compensation determined pursuant to the Plan then in effect.

     In addition, if specified in the Adoption Agreement, Compensation for all
Plan purposes shall also include compensation which is not currently
includible in the Participant's gross income by reason of the application of
Code Sections 125, 402(a)(8), 402(h)(1)(B), or 403(b).

     Compensation in excess of $200,000 shall be disregarded.  Such amount
shall be adjusted at the same time and in such manner as permitted under Code
Section 415(d).  In applying this limitation, the family group of a Highly
Compensated Participant who is subject to the Family Member aggregation rules
of Code Section 414(q)(6) because such Participant is either a "five percent
owner" of the Employer or one of the ten (10) Highly Compensated Employees
paid the greatest "415 Compensation" during the year, shall be treated as a
single Participant, except that for this purpose Family Members shall include
only the affected Participant's spouse and any lineal descendants who have not
attained age nineteen (19) before the close of the year.  If, as a result of
the application of such rules, the adjusted $200,000 limitation is exceeded,
then (except for purposes of determining the portion of Compensation up to the
integration level if this plan is integrated), the limitation shall be
prorated among the affected individuals in proportion to each such
individual's Compensation as determined under this Section prior to the
application of this limitation.

     For Plan Years beginning prior to January 1, 1989, the $200,000 limit
(without regard to Family Member aggregation) shall apply only for Top Heavy
Plan Years and shall not be adjusted.

     In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, for Plan
Years beginning on or after January 1, 1994, the annual Compensation for each
Employee taken into account under the Plan shall not exceed the OBRA '93
annual Compensation limit.  The OBRA

                                       2
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<PAGE>
'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 limitation 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
Compensation limit in effect for that prior determination period.  For this
purpose, for determination periods beginning before the first day of the Plan
Year beginning on or after January 1, 1994, the OBRA '93 annual Compensation
limit is $150,000.

     1.10  "Contract" or "Policy" means any life insurance policy, retirement
income policy, or annuity contract (group or individual) issued by the
Insurer.  In the event of any conflict between the terms of this Plan and the
terms of any insurance contract purchased hereunder, the Plan provisions shall
control.

     1.11  "Deferred Compensation" means, with respect to any Participant,
that portion of the Participant's total Compensation which has been
contributed to the Plan in accordance with the Participant's deferral election
pursuant to Section 11.2.

     1.12  "Early Retirement Date" means the date specified in the Adoption
Agreement on which a Participant or Former Participant has satisfied the age
and service requirements specified in the Adoption Agreement (Early Retirement
Age).  A Participant shall become fully Vested upon satisfying this
requirement if still employed at his Early Retirement Age.

      A Former Participant who terminates employment after satisfying the
service requirement for Early Retirement and who thereafter reaches the age
requirement contained herein shall be entitled to receive his benefits under
this Plan.

     1.13  "Earned Income" means with respect to a Self-Employed Individual,
the net earnings from self-employment in the trade or business with respect to
which the Plan is established, for which the personal services of the
individual are a material income-producing factor.  Net earnings will be
determined without regard to items not included in gross income and the
deductions allocable to such items.  Net earnings are reduced by contributions
by the Employer to a qualified Plan to the extent deductible under Code
Section 404.  In addition, for Plan Years beginning after December 31, 1989,
net earnings shall be determined with regard to the deduction allowed to the
Employer by Code Section 164(f).

     1.14  "Elective Contribution" means the Employer's contributions to the
Plan that are made pursuant to the Participant's deferral election pursuant to
Section 11.2, excluding any such amounts distributed as "excess annual
additions" pursuant to Section 4.4.  In addition, if selected in E3 of the
Adoption Agreement, the Employer's matching contribution made pursuant to
Section 11.1(b) shall or shall not be considered an Elective Contribution for
purposes of the Plan, as provided in Section 11.1(b).  Elective Contributions
shall be subject to the requirements of Sections 11.2(b) and 11.2(c) and shall
further be required to satisfy the discrimination requirements of Regulation
1.401(k)-l(b)(3), the provisions of which are specifically incorporated herein
by reference.

     1.15  "Eligible Employee" means any Employee specified in D1 of the
Adoption Agreement.

                                       3
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     1.16  "Employee" means any person who is employed by the Employer, but
excludes any person who is employed as an independent contractor.  The term
Employee shall also include Leased Employees as provided in Code Section
414(n) or (o).

     Except as provided in the Non-Standardized Adoption Agreement, all
Employees of all entities which are an Affiliated Employer will be treated as
employed by a single employer.

     1.17  "Employer" means the entity specified in the Adoption Agreement,
any Participating Employer (as defined in Section 10.1) which shall adopt this
Plan, any successor which shall maintain this Plan and any predecessor which
has maintained this Plan.

     1.18  "Excess Compensation" means, with respect to a Plan that is
integrated with Social Security, a Participant's Compensation which is in
excess of the amount set forth in the Adoption Agreement.

     1.19  "Excess Contributions" means, with respect to a Plan Year, the
excess of Elective Contributions and Qualified Non-Elective Contributions made
on behalf of Highly Compensated Participants for the Plan Year over the
maximum amount of such contributions permitted under Section 11.4(a).

     1.20  "Excess Deferred Compensation" means, with respect to any taxable
year of a Participant, the excess of the aggregate amount of such
Participant's Deferred Compensation and the elective deferrals pursuant to
Section 11.2(f) actually made on behalf of such Participant for such taxable
year, over the dollar limitation provided for in Code Section 402(g), which is
incorporated herein by reference.  Excess Deferred Compensation shall be
treated as an "annual addition" pursuant to Section 4.4 when contributed to
the Plan unless distributed to the affected Participant not later than the
first April 15th following the close of the Participant's taxable year.

     1.21  "Family Member" means, with respect to an affected Participant,
such Participant's spouse, and such Participant's lineal descendants and
ascendants and their spouses, all as described in Code Section 414(q)(6)(B).

     1.22  "Fiduciary" means any person who (a) exercises any discretionary
authority or discretionary control respecting management of the Plan or
exercises any authority or control respecting management or disposition of its
assets, (b) renders investment advice for a fee or other compensation, direct
or indirect, with respect to any monies or other property of the Plan or has
any authority or responsibility to do so, or (c) has any discretionary
authority or discretionary responsibility in the administration of the Plan,
including, but not limited to, the Trustee, the Employer and its
representative body, and the Administrator.

     1.23  "Fiscal Year" means the Employer's accounting year as specified in
the Adoption Agreement.

     1.24  "Forfeiture" means that portion of a Participant's Account that is
not Vested, and occurs on the earlier of:

                 (a) the distribution of the entire Vested portion of a        
           Participant's Account, or

                 (b) the last day of the Plan Year in which the Participant    
           incurs five (5) consecutive 1-Year Breaks in Service.

     Furthermore, for purposes of paragraph (a) above, in the case of a
Terminated Participant whose Vested benefit is zero, such Terminated
Participant shall be deemed to have received a distribution of his Vested
benefit upon his termination of employment.  In addition, the term Forfeiture
shall also include amounts deemed to be Forfeitures pursuant to any other
provision of this Plan.

     1.25  "Former Participant" means a person who has been a Participant, but
who has ceased to be a Participant for any reason.

                                       4
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     1.26  "414(s) Compensation" with respect to any Employee means his
Compensation as defined in Section 1.9.  However, for purposes of this
Section. Compensation shall be Compensation paid and, if selected in the
Adoption Agreement, shall only be recognized as of an Employee's effective
date of participation.  If, in connection with the adoption of any amendment,
the definition of "414(s) Compensation" has been modified, then for Plan Years
prior to the Plan Year which includes the adoption date of such amendment,
"414(s) Compensation" means compensation determined pursuant to the Plan Year
in effect.

     In addition, if specified in the Adoption Agreement, "414(s)
Compensation" shall also include compensation which is not currently
includible in the Participant's gross income by reason of the application of
Code Sections 125, 402(a)(8), 402(h)(1)(B), or 403(b), plus Elective
Contributions attributable to Deferred Compensation recharacterized as
voluntary Employee contributions pursuant to 11.5(a).

     1.27  "415 Compensation" means compensation as defined in Section
4.4(f)(2).

     If, in connection with the adoption of any amendment, the definition of
"415 Compensation" has been modified, then, for Plan Years prior to the Plan
Year which includes the adoption date of such amendment, "415 Compensation"
means compensation determined pursuant to the Plan then in effect.

     1.28  "Highly Compensated Employee" means an Employee described in Code
Section 414(q) and the Regulations thereunder and generally means an Employee
who performed services for the Employer during the "determination year" and is
in one or more of the following groups:

                 (a) Employees who at any time during the "determination year" 
           or "look-back year" were "five percent owners" as defined in        
           Section 1.35(c).

                 (b) Employees who received "415 Compensation" during the      
           "look-back year" from the Employer in excess of $75,000.

                 (c) Employees who received "415 Compensation" during the      
           "look-back year" from the Employer in excess of $50,000 and were in 
           the Top Paid Group of Employees for the Plan Year.

                 (d) Employees who during the "look-back year" were officers   
           of the Employer (as that term is defined within the meaning of the  
           Regulations under Code Section 416) and received "415 Compensation" 
           during the "look-back year" from the Employer greater than 50       
           percent of the limit in effect under Code Section 415(b)(1)(A) for  
           any such Plan Year.  The number of officers shall be limited to the 
           lesser of (i) 50 employees; or (ii) the greater of 3 employees or   
           10 percent of all employees.  If the Employer does not have at      
           least one officer whose annual "415 Compensation" is in excess of   
           50 percent of the Code Section 415(b)(1)(A) limit, then the highest 
           paid officer of the Employer will be treated as a Highly            
           Compensated Employee.

                 (e) Employees who are in the group consisting of the 100      
           Employees paid the greatest "415 Compensation" during the           
           "determination year" and are also described in (b), (c) or (d)      
           above when these paragraphs are modified to substitute              
           "determination year" for "look-back year."

     The "determination year" shall be the Plan Year for which testing is
being performed, and the "look-back year" shall be the immediately preceding
twelve-month period.  However, if the Plan Year is a calendar year, or if
another Plan of the Employer so provides, then the "look-back year" shall be
the calendar year ending with or within the Plan Year for which testing is
being performed, and the "determination year" (if applicable) shall be the
period of time, if any, which extends beyond the "look-back year" and ends on
the last day of the Plan Year for which testing is being performed (the "lag
period").  With respect to this election, it shall be applied on a uniform and
consistent basis to all plans, entities, and arrangements of the Employer.

                                       5
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     For purposes of this Section, the determination of "415 Compensation"
shall be made by including amounts that would otherwise be excluded from a
Participant's gross income by reason of the application of Code Sections 125,
402(a)(8), 402(h)(1)(B) and, in the case of Employer contributions made
pursuant to a salary reduction agreement, Code Section 403(b).  Additionally,
the dollar threshold amounts specified in (b) and (c) above shall be adjusted
at such time and in such manner as is provided in Regulations.  In the case of
such an adjustment, the dollar limits which shall be applied are those for the
calendar year in which the "determination year" or "look back year" begins.

     In determining who is a Highly Compensated Employee, Employees who are
non-resident aliens and who received no earned income (within the meaning of
Code Section 911(d)) from the Employer constituting United States source
income within the meaning of Code Section 861(a)(3) shall not be treated as
Employees.  Additionally, all Affiliated Employers shall be taken into account
as a single employer and Leased Employees within the meaning of Code Sections
414(n)(2) and 414(o)(2) shall be considered Employees unless such Leased
Employees are covered by a plan described in Code Section 414(n)(5) and are
not covered in any qualified plan maintained by the Employer.  The exclusion
of Leased Employees for this purpose shall be applied on a uniform and
consistent basis for all of the Employer's retirement plans.  In addition,
Highly Compensated Former Employees shall be treated as Highly Compensated
Employees without regard to whether they performed services during the
"determination year."

     1.29  "Highly Compensated Former Employee" means a former Employee who
had a separation year prior to the "determination year" and was a Highly
Compensated Employee in the year of separation from service or in any
"determination year" after attaining age 55.  Notwithstanding the foregoing,
an Employee who separated from service prior to 1987 will be treated as a
Highly Compensated Former Employee only if during the separation year (or year
preceding the separation year) or any year after the Employee attains age 55
(or the last year ending before the Employee's 55th birthday), the Employee
either received "415 Compensation" in excess of $50,000 or was a "five percent
owner."  For purposes of this Section, "determination year," "415
Compensation" and "five percent owner" shall be determined in accordance with
Section 1.28.  Highly Compensated Former Employees shall be treated as Highly
Compensated Employees.  The method set forth in this Section for determining
who is a "Highly Compensated Former Employee" shall be applied on a uniform
and consistent basis for all purposes for which the Code Section 414(q)
definition is applicable.

     1.30  "Highly Compensated Participant" means any Highly Compensated
Employee who is eligible to participate in the Plan.

     1.31  "Hour of Service" means (1) each hour for which an Employee is
directly or indirectly compensated or entitled to compensation by the Employer
for the performance of duties during the applicable computation period; (2)
each hour for which an Employee is directly or indirectly compensated or
entitled to compensation by the Employer (irrespective of whether the
employment relationship has terminated) for reasons other than performance of
duties (such as vacation, holidays, sickness, jury duty, disability, lay-off,
military duty or leave of absence) during the applicable computation period;
(3) each hour for which back pay is awarded or agreed to by the Employer
without regard to mitigation of damages. The same Hours of Service shall not
be credited both under (1) or (2), as the case may be, and under (3).

     Notwithstanding the above, (i) no more than 501 Hours of Service are
required to be credited to an Employee on account of any single continuous
period during which the Employee performs no duties (whether or not such
period occurs in a single computation period); (ii) an hour for which an
Employee is directly or indirectly paid, or entitled to payment, on account of
a period during which no duties are performed is not required to be credited
to the Employee if such payment is made or due under a plan maintained solely
for the purpose of complying with applicable worker's compensation, or
unemployment compensation or disability insurance laws; and (iii) Hours of
Service are not required to be credited for a payment which solely reimburses
an Employee for medical or medically related expenses incurred by the
Employee.

                                       6
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     For purposes of this Section, a payment shall be deemed to be made by or
due from the Employer regardless of whether such payment is made by or due
from the Employer directly, or indirectly through, among others, a trust fund,
or insurer, to which the Employer contributes or pays premiums and regardless
of whether contributions made or due to the trust fund, insurer, or other
entity arc for the benefit of particular Employees or are on behalf of a group
of Employees in the aggregate.

     An Hour of Service must be counted for the purpose of determining a Year
of Service, a year of participation for purposes of accrued benefits, a 1-Year
Break in Service, and employment commencement date (or reemployment
commencement date).  The provisions of Department of Labor regulations
2530.200b-2(b) and (c) are incorporated herein by reference.

     Hours of Service will be credited for employment with all Affiliated
Employers and for any individual considered to be a Leased Employee pursuant
to Code Sections 414(n) or 414(o) and the Regulations thereunder.

     Hours of Service will be determined on the basis of the method selected
in the Adoption Agreement.

     1.32  "Insurer" means any legal reserve insurance company which shall
issue one or more policies under the Plan.

     1.33  "Investment Manager" means an entity that (a) has the power to
manage, acquire, or dispose of Plan assets and (b) acknowledges fiduciary
responsibility to the Plan in writing. Such entity must be a person, firm, or
corporation registered as an investment adviser under the Investment Advisers
Act of 1940, a bank, or an insurance company.

     1.34  "Joint and Survivor Annuity" means an annuity for the life of a
Participant with a survivor annuity for the life of the Participant's spouse
which is not less than 1/2, nor greater than the amount of the annuity payable
during the joint lives of the Participant and the Participant's spouse.  The
Joint and Survivor Annuity will be the amount of benefit which can be
purchased with the Participant's Vested interest in the Plan.

     1.35  "Key Employee" means an Employee as defined in Code Section 416(i)
and the Regulations thereunder.  Generally, any Employee or former Employee
(as well as each of his Beneficiaries) is considered a Key Employee if he, at
any time during the Plan Year that contains the "Determination Date" or any of
the preceding four (4) Plan Years, has been included in one of the following
categories:

                 (a) an officer of the Employer (as that term is defined       
           within the meaning of the Regulations under Code Section 416)       
           having annual "415 Compensation" greater than 50 percent of the     
           amount in effect under Code Section 415(b)(1)(A) for any such Plan  
           Year.

                 (b) one of the ten employees having annual "415 Compensation" 
           from the Employer for a Plan Year greater than the dollar           
           limitation in effect under Code Section 415(c)(1)(A) for the        
           calendar year in which such Plan Year ends and owning (or           
           considered as owning within the meaning of Code Section 318) both   
           more than one-half percent interest and the largest interests in    
           the Employer.

                 (c) a "five percent owner" of the Employer.  "Five percent    
           owner" means any person who owns (or is considered as owning within 
           the meaning of Code Section 318) more than five percent (5%) of the 
           outstanding stock of the Employer or stock possessing more than     
           five percent (5%) of the total combined voting power of all stock   
           of the Employer or, in the case of an  unincorporated business, any 
           person who owns more than five percent (5%) of the capital or       
           profits interest in the Employer.  In determining percentage        
           ownership hereunder, employers that would otherwise be aggregated   
           under Code Sections 414(b), (c), (m) and (o) shall be treated as    
           separate employers.

                                       7
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                 (d) a "one percent owner" of the Employer having an annual    
           "415 Compensation" from the Employer of more than $150,000.  "One   
           percent owner" means any person who owns (or is considered as       
           owning within the meaning of Code Section 318) more than one        
           percent (1%) of the outstanding stock of the Employer or stock      
           possessing more than one percent (1%) of the total combined voting  
           power of all stock of the Employer or, in the case of an            
           unincorporated business, any person who owns more than one percent  
           (1%) of the capital or profits interest in the Employer.  In        
           determining percentage ownership hereunder, employers that would    
           otherwise be aggregated under Code Sections 414(b), (c), (m) and    
           (o) shall be treated as separate employers.  However, in            
           determining whether an individual has "415 Compensation" of more    
           than $150,000, "415 Compensation" from each employer required to    
           be aggregated under Code Sections 414(b), (c), (m) and (o) shall    
           be taken into account.

     For purposes of this Section, the determination of "415 Compensation"
shall be made by including amounts that would otherwise be excluded from a
Participant's gross income by reason of the application of Code Sections 125,
402(a)(8), 402(h)(1)(B) and, in the case of Employer contributions made
pursuant to a salary reduction agreement, Code Section 403(b).

     1.36  "Late Retirement Date" means the date of, or the first day of the
month or the Anniversary Date coinciding with or next following, whichever
corresponds to the election made for the Normal Retirement Date, a
Participant's actual retirement after having reached his Normal Retirement
Date.

     1.37  "Leased Employee" means any person (other than an Employee of the
recipient) who pursuant to an agreement between the recipient and any other
person ("leasing organization") has performed services for the recipient (or
for the recipient 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, and such services are of a type historically performed by employees
in the business field of the recipient employer.  Contributions or benefits
provided a leased employee by the leasing organization which are attributable
to services performed for the recipient employer shall be treated as provided 
by the recipient employer.

     A leased employee shall not be considered an Employee of the recipient
if: (i) such employee is covered by a money purchase pension plan providing: 
(1) a nonintegrated employer contribution rate of at least 10 percent of
compensation, as defined in Code Section 415(c)(3), but including amounts
contributed pursuant to a salary reduction agreement which are excludable from
the employee's gross income under Code Sections 125, 402(a)(8), 402(h), or
403(b), (2) immediate participation, and (3) full and immediate vesting; and
(ii) leased employees do not constitute more than 20 percent of the
recipient's non highly compensated workforce.

     1.38  "Net Profit" means with respect to any Fiscal Year the Employer's
net income or profit for such Fiscal Year determined upon the basis of the
Employer's books of account in accordance with generally accepted accounting
principles, without any reduction for taxes based upon income, or for
contributions made by the Employer to this Plan and any other qualified plan.

     1.39  "Non-Elective Contribution" means the Employer's contributions to
the Plan other than those made pursuant to the Participant's deferral election
made pursuant to Section 11.2 and any Qualified Non-Elective Contribution.  In
addition, if selected in E3 of the Adoption Agreement, the Employer's Matching
Contribution made pursuant to Section 4.3(b) shall be considered a
Non-Elective Contribution for purposes of the Plan.

     1.40  "Non-Highly Compensated Participant" means any Participant who is
neither a Highly Compensated Employee nor a Family Member.

     1.41  "Non-Key Employee" means any Employee or former Employee (and his
Beneficiaries) who is not a Key Employee.

                                      8
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     1.42  "Normal Retirement Age" means the age specified in the Adoption
Agreement at which time a Participant shall become fully Vested in his
Participant's Account.

     1.43  "Normal Retirement Date" means the date specified in the Adoption
Agreement on which a Participant shall become eligible to have his benefits
distributed to him.

     1.44  "1-Year Break in Service" means the applicable computation period
during which an Employee has not completed more than 500 Hours of Service with
the Employer.  Further, solely for the purpose of determining whether a
Participant has incurred a 1-Year Break in Service, Hours of Service shall be
recognized for "authorized leaves of absence" and "maternity and paternity
leaves of absence."

     "Authorized leave of absence" means an unpaid, temporary cessation from
active employment with the Employer pursuant to an established
nondiscriminatory policy, whether occasioned by illness, military service, or
any other reason.

     A "maternity or paternity leave of absence" means, for Plan Years
beginning after December 31, 1984, an absence from work for any period by
reason of the Employee's pregnancy, birth of the Employee's child, placement
of a child with the Employee in connection with the adoption of such child, or
any absence for the purpose of caring for such child for a period immediately
following such birth or placement.  For this purpose, Hours of Service shall
be credited for the computation period in which the absence from work begins,
only if credit therefore is necessary to prevent the Employee from incurring a
1-Year Break in Service, or, in any other case, in the immediately following
computation period.  The Hours of Service credited for a "maternity or
paternity leave of absence" shall be those which would normally have been
credited but for such absence, or, in any case in which the Administrator is
unable to determine such hours normally credited, eight (8) Hours of Service
per day.  The total Hours of Service required to be credited for a "maternity
or paternity leave of absence" shall not exceed 501.

     1.45  "Owner-Employee" means a sole proprietor who owns the entire
interest in the Employer or a partner who owns more than 10% of either the
capital interest or the profits interest in the Employer and who receives
income for personal services from the Employer.

     1.46  "Participant" means any Eligible Employee who participates in the
Plan as provided in Section 3.2 and has not for any reason become ineligible
to participate further in the Plan.

     1.47  "Participant's Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest under the Plan resulting from (a) the Employer's contributions in the
case of a Profit Sharing Plan or Money Purchase Plan, and (b) the Employer's
Non-Elective Contributions in the case of a 401(k) Profit Sharing Plan.

     1.48  "Participant's Combined Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest under the Plan resulting from the Employer's contributions.

     1.49  "Participant's Elective Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan and Trust resulting from the Employer's Elective
Contributions and Qualified Non-Elective Contributions.  A separate accounting
shall be maintained with respect to that portion of the Participant's Elective
Account attributable to Elective Contributions made pursuant to Section 11.2,
Employer matching contributions if they are deemed to be Elective
Contributions, and any Qualified Non-Elective Contributions.

     1.50  "Participant's Rollover Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan resulting from amounts transferred from another qualified
plan or "conduit" Individual Retirement Account in accordance with Section
4.6.

                                       9
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     1.51  "Plan" means this instrument (hereinafter referred to as Pension &
Benefit Financial Services, Inc. Regional Prototype Defined Contribution Plan
and Trust Basic Plan Document #01) including all amendments thereto, and the
Adoption Agreement as adopted by the Employer.
 
     1.52  "Plan Year" means the Plan's accounting year as specified in C2 of
the Adoption Agreement.

     1.53  "Pre-Retirement Survivor Annuity" means an immediate annuity for
the life of the Participant's spouse, the payments under which must be equal
to the actuarial equivalent of 50% of the Participant's Vested interest in the
Plan as of the date of death.

     1.54  "Qualified Non-Elective Account" means the account established
hereunder to which Qualified Non-Elective Contributions are allocated.

     1.55  "Qualified Non-Elective Contribution" means the Employer's
contributions to the Plan that are made pursuant to E5 of the Adoption
Agreement and Section 11.1(d) which are used to satisfy the "Actual Deferral
Percentage" tests.  Qualified Non-Elective Contributions are nonforfeitable
when made and are distributable only as specified in Sections 11.2(c) and
11.8.  In addition, the Employer's contributions to the Plan that are made
pursuant to Section 11.7(h) and which are used to satisfy the "Actual
Contribution Percentage" tests shall be considered Qualified Non-Elective
Contributions.

     1.56  "Qualified Voluntary Employee Contribution Account" means the
account established and maintained by the Administrator for each Participant
with respect to his total interest under the Plan resulting from the
Participant's tax deductible qualified voluntary employee contributions made
pursuant to Section 4.9.

     1.57  "Regulation" means the Income Tax Regulations as promulgated by the
Secretary of the Treasury or his delegate, and as amended from time to time.

     1.58  "Retired Participant" means a person who has been a Participant,
but who has become entitled to retirement benefits under the Plan.

     1.59  "Retirement Date" means the date as of which a Participant retires
for reasons other than Total and Permanent Disability, whether such retirement
occurs on a Participant's Normal Retirement Date, Early or Late Retirement
Date (see Section 6.1).

     1.60  "Self-Employed Individual" means an individual who has earned
income for the taxable year from the trade or business for which the Plan is
established, and, also, an individual who would have had earned income but for
the fact that the trade or business had no net profits for the taxable year. 
A Self-Employed Individual shall be treated as an Employee.

     1.61  "Shareholder-Employee" means a Participant who owns more than five
percent (5%) of the Employer's outstanding capital stock during any year in
which the Employer elected to be taxed as a Small Business Corporation under
the applicable Code Section.

     1.62  "Short Plan Year" means, if specified in the Adoption Agreement,
that the Plan Year shall be less than a 12 month period.  If chosen, the
following rules shall apply in the administration of this Plan.  In
determining whether an Employee has completed a Year of Service for benefit
accrual purposes in the Short Plan Year, the number of the Hours of Service
required shall be proportionately reduced based on the number of days in the
Short Plan Year.  The determination of whether an Employee has completed a
Year of Service for vesting and eligibility purposes shall be made in
accordance with Department of Labor Regulation 2530.203-2(c).  In addition, if
this Plan is integrated with Social Security, the integration level shall also
bc proportionately reduced based on the number of days in the Short Plan Year.

                                       10
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      1.63  "Super Top Heavy Plan" means a plan described in Section 2.2(b). 

     1.64  "Taxable Wage Base" means, with respect to any year, the maximum
amount of earnings which may be considered wages for such year under Code
Section 3121(a)(1).

     1.65  "Terminated Participant" means a person who has been a Participant,
but whose employment has been terminated other than by death, Total and
Permanent Disability or retirement.

     1.66  "Top Heavy Plan" means a plan described in Section 2.2(a).

     1.67  "Top Heavy Plan Year" means a Plan Year commencing after December
31, 1983 during which the Plan is a Top Heavy Plan.

     1.68  "Top Paid Group" shall be determined pursuant to Code Section
414(q) and the Regulations thereunder and generally means the top 20 percent
of Employees who performed services for the Employer during the applicable
year, ranked according to the amount of "415 Compensation" (as determined
pursuant to Section 1.28) received from the Employer during such year.  All
Affiliated Employers shall be taken into account as a single employer, and
Leased Employees shall be treated as Employees pursuant to Code Section 414(n)
or (o).  Employees who are non-resident aliens who received no earned income
(within the meaning of Code Section 911(d)(2)) from the Employer constituting
United States source income within the meaning of Code Section 861(a)(3) shall
not be treated as Employees.  Additionally, for the purpose of determining the
number of active Employees in any year, the following additional Employees
shall also be excluded, however, such Employees shall still be considered for
the purpose of identifying the particular Employees in the Top Paid Group:

                 (a) Employees with less than six (6) months of service;

                 (b) Employees who normally work less than 17 1/2 hours per    
                     week;

                 (c) Employees who normally work less than six (6) months      
                     during a year; and

                 (d) Employees who have not yet attained age 21.

     In addition, if 90 percent or more of the Employees of the Employer are
covered under agreements the Secretary of Labor finds to be collective
bargaining agreements between Employee representatives and the Employer, and
the Plan covers only Employees who are not covered under such agreements, then
Employees covered by such agreements shall be excluded from both the total
number of active Employees as well as from the identification of particular
Employees in the Top Paid Group.

     The foregoing exclusions set forth in this Section shall be applied on a
uniform and consistent basis for all purposes for which the Code Section
414(q) definition is applicable.

     1.69  "Total and Permanent Disability" means the 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.  The disability of a Participant shall be determined by a licensed
physician chosen by the Administrator.  However, if the condition constitutes
total disability under the federal Social Security Acts, the Administrator may
rely upon such determination that the Participant is Totally and Permanently
Disabled for the purposes of this Plan.  The determination shall be applied
uniformly to all Participants.

     1.70  "Trustee" means the person or entity named in B6 of the Adoption
Agreement and any successors.

     1.71  "Trust Fund" means the assets of the Plan and Trust as the same
shall exist from time to time.

                                       11
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     1.72  "Vested" means the nonforfeitable portion of any account maintained
on behalf of a Participant.

     1.73  "Voluntary Contribution Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan resulting from the Participant's nondeductible voluntary
contributions made pursuant to Section 4.7.

     1.74  "Year of Service" means the computation period of twelve (12)
consecutive months, herein set forth, and during which an Employee has
completed at least 1000 Hours of Service.

     For purposes of eligibility for participation, the initial computation
period shall begin with the date on which the Employee first performs an Hour
of Service (employment commencement date).  The computation period beginning
after a 1-Year Break in Service shall be measured from the date on which an
Employee again performs an Hour of Service.  The succeeding computation
periods shall begin with the first anniversary of the Employee's employment
commencement date.  However, if one (1) Year of Service or less is required as
a condition of eligibility, then after the initial eligibility computation
period, the eligibility computation period shall shift to the current Plan
Year which includes the anniversary of the date on which the Employee first
performed an Hour of Service.  An Employee who is credited with 1,000 Hours of
Service in both the initial eligibility computation period and the first Plan
Year which commences prior to the first anniversary of the Employee's initial
eligibility computation period will be credited with two Years of Service for
purposes of eligibility to participate.

     For vesting purposes, and all other purposes not specifically addressed
in this Section, the computation period shall be the Plan Year, including
periods prior to the Effective Date of the Plan unless specifically excluded
pursuant to the Adoption Agreement.

     Years of Service and breaks in service will be measured on the same
computation period.

     Years of Service with any predecessor Employer which maintained this Plan
shall be recognized. Years of Service with any other predecessor Employer
shall be recognized as specified in the Adoption Agreement.

     Years of Service with any Affiliated Employer shall be recognized.

                                ARTICLE II
                  TOP HEAVY PROVISIONS AND ADMINISTRATION

2.1  TOP HEAVY PLAN REQUIREMENTS

     For any Top Heavy Plan Year, the Plan shall provide the special vesting
requirements of Code Section 416(b) pursuant to Section 6.4 of the Plan and
the Section 416(c) pursuant to Section 4.3(i) of the Plan.

2.2  DETERMINATION OF TOP HEAVY STATUS

           (a) This Plan shall be a Top Heavy Plan for any Plan Year beginning 
     after December 31, 1983, in which, as of the Determination Date, (1) the  
     Present Value of Accrued Benefits of Key Employees and (2) the sum of the 
     Aggregate Accounts of Key Employees under this Plan and all plans of an   
     Aggregation Group, exceeds sixty percent (60%) of the Present Value of    
     Accrued Benefits and the Aggregate Accounts of all Key and Non-Key        
     Employees under this Plan and all plans of an Aggregation Group.

           If any Participant is a Non-Key Employee for any Plan Year, but     
     such Participant was a Key Employee for any prior Plan Year, such         
     Participant's Present Value of Accrued Benefit and/or Aggregate Account   
     balance shall not be taken into account for purposes of determining       
     whether this Plan is a Top Heavy or Super Top Heavy Plan (or whether any  
     Aggregation Group which includes this Plan is a Top

                                       12
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     Heavy Group).  In addition, if a Participant or Former Participant has    
     not performed any services for any Employer maintaining the Plan at any   
     time during the five year period ending on the Determination Date, any    
     accrued benefit for such Participant or Former Participant shall not be   
     taken into account for the purposes of determining whether this Plan is a 
     Top Heavy or Super Top Heavy Plan.

           (b) This Plan shall be a Super Top Heavy Plan for any Plan Year     
     beginning after December 31, 1983, in which, as of the Determination      
     Date, (1) the Present Value of Accrued Benefits of Key Employees and (2)  
     the sum of the Aggregate Accounts of Key Employees under this Plan and    
     all plans of an Aggregation Group, exceeds ninety percent (90%) of the    
     Present Value of Accrued Benefits and the Aggregate Accounts of all Key   
     and Non-Key Employees under this Plan and all plans of an Aggregation     
     Group.

           (c) Aggregate Account:  A Participant's Aggregate Account as of the 
     Determination Date is

                 (1) his Participant's Combined Account balance as of the most 
           recent valuation occurring within a twelve (12) month period ending 
           on the Determination Date;

                 (2) for a Profit Sharing Plan, an adjustment for any          
           contributions due as of the Determination Date.  Such adjustment    
           shall be the amount of any contributions actually made after the    
           valuation date but before the Determination Date, except for the    
           first Plan Year when such adjustment shall also reflect the amount  
           of any contributions made after the Determination Date that are     
           allocated as of a date in that first Plan Year;

                 (3) for a Money Purchase Plan, contributions that would be    
           allocated as of a date not later than the Determination Date, even  
           though those amounts are not yet made or required to be made.

                 (4) any Plan distributions made within the Plan Year that     
           includes the Determination Date or within the four (4) preceding    
           Plan Years.  However, in the case of distributions made after the   
           valuation date and prior to the Determination Date, such            
           distributions are not included as distributions for top heavy       
           purposes to the extent that such distributions are already included 
           in the Participant's Aggregate Account balance as of the valuation  
           date.  In the case of a distribution of an annuity Contract, the    
           amount of such distribution is deemed to be the current actuarial   
           value of the Contract, determined on the date of the distribution.  
           Notwithstanding anything herein to the contrary, all distributions, 
           including distributions made prior to January 1, 1984, and          
           distributions under a terminated plan which if it had not been      
           terminated would have been required to be included in an            
           Aggregation Group, will be counted.  Further, distributions from    
           the Plan (including the cash value of life insurance policies) of a 
           Participant's account balance because of death shall be treated as  
           a distribution for the purpose of this paragraph.

                 (5) any Employee contributions, whether voluntary or          
           mandatory.  However, amounts attributable to tax deductible         
           qualified voluntary employee contributions shall not be considered  
           to be a part of the Participant's Aggregate Account balance.

                 (6) with respect to unrelated rollovers and plan-to-plan      
           transfers (ones which are both initiated by the Employee and made   
           from a plan maintained by one employer to a plan maintained by      
           another employer), if this Plan provides the rollovers or           
           plan-to-plan transfers, it shall always consider such rollovers or  
           plan-to-plan transfers as a distribution for the purposes of this   
           Section.  If this Plan is the plan accepting such rollovers or      
           plan-to-plan transfers, it shall not consider such rollovers or     
           plan-to-plan transfers accepted after December 31, 1983 as part of  
           the Participant's Aggregate Account balance.  However, rollovers or 
           plan-to-plan transfers accepted prior to January 1, 1984 shall be   
           considered as part of the Participant's Aggregate Account balance.
                                       13
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                 (7) with respect to related rollovers and plan-to-plan        
           transfers (ones either not initiated by the Employee or made to a   
           plan maintained by the same employer), if this Plan provides the    
           rollover or plan-to-plan transfer, it shall not be counted as a     
           distribution for purposes of this Section.  If this Plan is the     
           plan accepting such rollover or plan-to-plan transfer, it shall     
           consider such rollover or plan-to-plan transfer as part of the      
           Participant's Aggregate Account balance, irrespective of the date   
           on which such rollover or plan-to-plan transfer is accepted.

                 (8) For the purposes of determining whether two employers are 
           to be treated as the same employer in 2.2(c)(6) and 2.2(c)(7)       
           above, all employers aggregated under Code Section 414(b), (c), (m) 
           and (o) are treated as the same employer.

           (d) "Aggregation Group" means either a Required Aggregation Group   
     or a Permissive Aggregation Group as hereinafter determined.

                 (1) Required Aggregation Group:  In determining a Required    
           Aggregation Group hereunder, each qualified plan of the Employer,   
           including any Simplified Employee Pension Plan, in which a Key      
           Employee is a participant in the Plan Year containing the           
           Determination Date or any of the four preceding Plan Years, and     
           each other qualified plan of the Employer which  enables any        
           qualified plan in which a Key Employee participates to meet the     
           requirements of Code Sections 401(a)(4) or 410, will be required to 
           be aggregated.  Such group shall be known as a Required Aggregation 
           Group.

           In the case of a Required Aggregation Group, each plan in the group 
           will be considered a Top Heavy Plan if the Required Aggregation     
           Group is a Top Heavy Group.  No plan in the Required Aggregation    
           Group will bc considered a Top Heavy Plan if the Required           
           Aggregation Group is not a Top Heavy Group.

                 (2) Permissive Aggregation Group:  The Employer may also      
           include any other plan of the Employer, including any Simplified    
           Employee Pension Plan, not required to be included in the Required  
           Aggregation Group, provided the resulting group, taken as a whole,  
           would continue to satisfy the provisions of Code Sections 401(a)(4) 
           and 410. Such group shall be known as a Permissive Aggregation      
           Group.

           In the case of a Permissive Aggregation Group, only a plan that is  
           part of the Required Aggregation Group will be considered a Top     
           Heavy Plan if the Permissive Aggregation Group is a Top Heavy       
           Group.  No plan in the Permissive Aggregation Group will bc         
           considered a Top Heavy Plan if the Permissive Aggregation Group is  
           not a Top Heavy Group.

                 (3) Only those plans of the Employer in which the             
           Determination Dates fall within the same calendar year shall be     
           aggregated in order to determine whether such plans arc Top Heavy   
           Plans.

                 (4) An Aggregation Group shall include any terminated plan of 
           the Employer if it was maintained within the last five (5) years    
           ending on the Determination Date.

           (e) "Determination Date" means (a) the last day of the preceding    
     Plan Year, or (b) in the case of the first Plan Year, the last day of     
     such Plan Year.

           (f) Present Value of Accrued Benefit:  In the case of a defined     
     benefit plan, the Present Value of Accrued Benefit for a Participant      
     other than a Key Employee shall be as determined using the single accrual 
     method used for all plans of the Employer and Affiliated Employers, or if 
     no such single method exists, using a method which results in benefits    
     accruing not more rapidly than the slowest accrual rate permitted

                                       14
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<PAGE>
      under Code Section 411(b)(1)(C).  The determination of the Present Value 
      of Accrued Benefit shall 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 and the       
      Regulations thereunder for the first and second plan years of a defined  
      benefit plan.

           However, any such determination must include present value of       
     accrued benefit attributable to any Plan distributions referred to in     
     Section 2.2(c)(4) above, any Employee contributions referred to in        
     Section 2.2(c)(5) above or any related or unrelated rollovers referred to 
     in Sections 2.2(c)(6) and 2.2(c)(7) above.

           (g) "Top Heavy Group" means an Aggregation Group in which, as of    
     the Determination Date, the sum of:

                 (1) the Present Value of Accrued Benefits of Key Employees    
           under all defined benefit plans included in the group, and

                 (2) the Aggregate Accounts of Key Employees under all defined 
           contribution plans included in the group, exceeds sixty percent     
           (60%) of a similar sum determined for all Participants.

           (h) The Administrator shall determine whether this Plan is a Top    
     Heavy Plan on the Anniversary Date specified in the Adoption Agreement.   
     Such determination of the top heavy ratio shall be in accordance with     
     Code Section 416 and the Regulations thereunder.

2.3  POWERS AND RESPONSIBILITIES OF THE EMPLOYER

           (a) The Employer shall be empowered to appoint and remove the       
     Trustee and the Administrator from time to time as it deems necessary for 
     the proper administration of the Plan to assure that the plan is being    
     operated for the exclusive benefit of the Participants and their          
     Beneficiaries in accordance with the terms of the Plan, the Code, and the 
     Act.

           (b) The Employer shall establish a "funding policy and method,"     
     i.e., it shall determine whether the Plan has a short run need for        
     liquidity (e.g., to pay benefits) or whether liquidity is a long run goal 
     and investment growth (and stability of same) is a more current need, or  
     shall appoint a qualified person to do so.  The Employer or its delegate  
     shall communicate such needs and goals to the Trustee, who shall          
     coordinate such Plan needs with its investment policy.  The communication 
     of such a "funding policy and method" shall not, however, constitute a    
     directive to the Trustee as to investment of the Trust Funds.  Such       
     "funding policy and method" shall be consistent with the objectives of    
     this Plan and with the requirements of Title I of the Act.

           (c) The Employer may, in its discretion, appoint an Investment      
     Manager to manage all or a designated portion of the assets of the Plan.  
     In such event, the Trustee shall follow the directive of the Investment   
     Manager in investing the assets of the Plan managed by the Investment     
     Manager.

           (d) The Employer shall periodically review the performance of any   
     Fiduciary or other person to whom duties have been delegated or allocated 
     by it under the provisions of this Plan or pursuant to procedures         
     established hereunder.  This requirement may be satisfied by formal       
     periodic review by the Employer or by a qualified person specifically     
     designated by the Employer, through day-to-day conduct and evaluation, or 
     through other appropriate ways.

2.4  DESIGNATION OF ADMINISTRATIVE AUTHORITY

     The Employer shall appoint one or more Administrators.  Any person,
including, but not limited to, the Employees of the Employer, shall be
eligible to serve as an Administrator.  Any person so appointed shall signify

                                       15
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his acceptance by filing written acceptance with the Employer.  An
Administrator may resign by delivering his written resignation to the Employer
or be removed by the Employer by delivery of written notice of removal, to
take effect at a date specified therein, or upon delivery to the Administrator
if no date is specified.

     The Employer, upon the resignation or removal of an Administrator, shall
promptly designate in writing a successor to this position.  If the Employer
does not appoint an Administrator, the Employer will function as the
Administrator.

2.5  ALLOCATION AND DELEGATION OF RESPONSIBILITIES

     If more than one person is appointed as Administrator, the
responsibilities of each Administrator may be specified by the Employer and
accepted in writing by each Administrator.  In the event that no such
delegation is made by the Employer, the Administrators may allocate the
responsibilities among themselves, in which event the Administrators shall
notify the Employer and the Trustee in writing of such action and specify the
responsibilities of each Administrator.  The Trustee thereafter shall accept
and rely upon any documents executed by the appropriate Administrator until
such time as the Employer or the Administrators file with the Trustee a
written revocation of such designation.

2.6  POWERS AND DUTIES OF THE ADMINISTRATOR

     The primary responsibility of the Administrator is to administer the Plan
for the exclusive benefit of the Participants and their Beneficiaries, subject
to the specific terms of the Plan.  The Administrator shall administer the
Plan in accordance with its terms and shall have the power and discretion to
construe the terms of the Plan and determine all questions arising in
connection with the administration, interpretation, and application of the
Plan.  Any such determination by the Administrator shall be conclusive and
binding upon all persons.  The Administrator may establish procedures, correct
any defect, supply any information, or reconcile any inconsistency in such
manner and to such extent as shall be deemed necessary or advisable to carry
out the purpose of the Plan; provided, however, that any procedure,
discretionary act, interpretation or construction shall be done in a
nondiscriminatory manner based upon uniform principles consistently applied
and shall be consistent with the intent that the Plan shall continue to be
deemed a qualified plan under the terms of Code Section 401(a), and shall
comply with the terms of the Act and all regulations issued pursuant thereto. 
The Administrator shall have all powers necessary or appropriate to accomplish
his duties under this Plan.

     The Administrator shall be charged with the duties of the general
administration of the Plan, including, but not limited to, the following:

           (a) the discretion to determine all questions relating to the       
     eligibility of Employees to participate or remain a Participant hereunder 
     and to receive benefits under the Plan;

           (b) to compute, certify, and direct the Trustee with respect to the 
    amount and the kind of benefits to which any Participant shall be          
    entitled hereunder;

           (c) to authorize and direct the Trustee with respect to all         
     nondiscretionary or otherwise directed disbursements from the Trust Fund;

           (d) to maintain all necessary records for the administration of the 
     Plan;

           (e) to interpret the provisions of the Plan and to make and publish 
     such rules for regulation of the Plan as are consistent with the terms    
     hereof;

           (f) to determine the size and type of any Contract to be purchased  
     from any Insurer, and to designate the Insurer from which such Contract   
     shall be purchased;

                                       16
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           (g) to compute and certify to the Employer and to the Trustee from  
     time to time the sums of money necessary or desirable to be contributed   
     to the Trust Fund;

           (h) to consult with the Employer and the Trustee regarding the      
     short and long-term liquidity needs of the Plan in order that the Trustee 
     can exercise any investment discretion in a manner designed to accomplish 
     specific objectives;

           (i) to prepare and distribute to Employees a procedure for          
     notifying Participants and Beneficiaries of their rights to elect Joint   
     and Survivor Annuities and Pre-Retirement Survivor Annuities if required  
     by the Code and Regulations thereunder;

           (j) to assist any Participant regarding his rights, benefits, or    
     elections available under the Plan.

2.7  RECORDS AND REPORTS

     The Administrator shall keep a record of all actions taken and shall keep
all other books of account, records, and other data that may be necessary for
proper administration of the Plan and shall be responsible for supplying all
information and reports to the Internal Revenue Service, Department of Labor,
Participants, Beneficiaries and others as required by law.

2.8  APPOINTMENT OF ADVISERS
 
     The Administrator, or the Trustee with the consent of the Administrator,
may appoint counsel, specialists, advisers, and other persons as the
Administrator or the Trustee deems necessary or desirable in connection with
the administration of this Plan.

2.9  INFORMATION FROM EMPLOYER

     To enable the Administrator to perform his functions, the Employer shall
supply full and timely information to the Administrator on all matters
relating to the Compensation of all Participants, their Hours of Service,
their Years of Service, their retirement, death, disability, or termination of
employment, and such other pertinent facts as the Administrator may require;
and the Administrator shall advise the Trustee of such of the foregoing facts
as may be pertinent to the Trustee's duties under the Plan.  The Administrator
may rely upon such information as is supplied by the Employer and shall have
no duty or responsibility to verify such information.

2.10 PAYMENT OF EXPENSES

     All expenses of administration may be paid out of the Trust Fund unless
paid by the Employer.  Such expenses shall include any expenses incident to
the functioning of the Administrator, including, but not limited to, fees of
accountants, counsel, and other specialists and their agents, and other costs
of administering the Plan.  Until paid, the expenses shall constitute a
liability of the Trust Fund.  However, the Employer may reimburse the Trust
Fund for any administration expense incurred.  Any administration expense paid
to the Trust Fund as a reimbursement shall not be considered an Employer
contribution.

2.11 MAJORITY ACTIONS

     Except where there has been an allocation and delegation of
administrative authority pursuant to Section 2.5, if there shall be more than
one Administrator, they shall act by a majority of their number, but may
authorize one or more of them to sign all papers on their behalf.

                                       17
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2.12 CLAIMS PROCEDURE

     Claims for benefits under the Plan may be fled in writing with the
Administrator.  Written notice of the disposition of a claim shall be
furnished to the claimant within 90 days after the application is filed.  In
the event the claim is denied, the reasons for the denial shall be
specifically set forth in the notice in language calculated to be understood
by the claimant, pertinent provisions of the Plan shall be cited, and, where
appropriate, an explanation as to how the claimant can perfect the claim will
be provided.  In addition, the claimant shall be furnished with an explanation
of the Plan's claims review procedure.

2.13 CLAIMS REVIEW PROCEDURE

     Any Employee, former Employee, or Beneficiary of either, who has been
denied a benefit by a decision of the Administrator pursuant to Section 2.12
shall be entitled to request the Administrator to give further consideration
to his claim by filing with the Administrator a written request for a hearing. 
Such request, together with a written statement of the reasons why the
claimant believes his claim should bc allowed, shall be filed with the
Administrator no later than 60 days after receipt of the written notification
provided for in Section 2.12.  The Administrator shall then conduct a hearing
within the next 60 days, at which the claimant may be represented by an
attorney or any other representative of his choosing and expense and at which
the claimant shall have an opportunity to submit written and oral evidence and
arguments in support of his claim.  At the hearing (or prior thereto upon 5
business days written notice to the Administrator) the claimant or his
representative shall have an opportunity to review all documents in the
possession of the Administrator which are pertinent to the claim at issue and
its disallowance.  Either the claimant or the Administrator may cause a court
reporter to attend the hearing and record the proceedings.  In such event, a
complete written transcript of the proceedings shall be furnished to both
parties by the court reporter.  The full expense of any such court reporter
and such transcripts shall be borne by the party causing the court reporter to
attend the hearing.  A final decision as to the allowance of the claim shall
be made by the Administrator within 60 days of receipt of the appeal (unless
there has been an extension of 60 days due to special circumstances, provided
the delay and the special circumstances occasioning it are communicated to the
claimant within the 60 day period).  Such communication shall be written in a
manner calculated to be understood by the claimant and shall include specific
reasons for the decision and specific references to the pertinent Plan
provisions on which the decision is based.

                                ARTICLE III
                                ELIGIBILITY

3.1  CONDITIONS OF ELIGIBILITY

     Any Eligible Employee shall be eligible to participate hereunder on the
date he has satisfied the requirements specified in the Adoption Agreement.

3.2  EFFECTIVE DATE OF PARTICIPATION

     An Eligible Employee who has become eligible to be a Participant shall
become a Participant effective as of the day specified in the Adoption
Agreement.

     In the event an Employee who has satisfied the Plan's eligibility
requirements and would otherwise have become a Participant shall go from a
classification of a noneligible Employee to an Eligible Employee, such
Employee shall become a Participant as of the

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<PAGE>
date he becomes an Eligible Employee.  If such Employee does not incur a 1-
Year Break in Service, eligibility will be determined under the Break in
Service rules of the Plan.

     In the event an Employee who has satisfied the Plan's eligibility
requirements and would otherwise become a Participant shall go from a
classification of an Eligible Employee to a noneligible Employee and becomes
ineligible to participate and has not incurred a 1-Year Break in Service, such
Employee shall participate in the Plan as of the date he returns to an
eligible class of Employees.  If such Employee does incur a l-Year Break in
Service, eligibility will be determined under the Break in Service rules of
the Plan.

3.3  DETERMINATION OF ELIGIBILITY

     The Administrator shall determine the eligibility of each Employee for
participation in the Plan based upon information furnished by the Employer.
Such determination shall be conclusive and binding upon all persons, as long
as the same is made pursuant to the Plan and the Act.  Such determination
shall be subject to review per Section 2.13.

3.4  TERMINATION OF ELIGIBILITY

     In the event a Participant shall go from a classification of an Eligible
Employee to an ineligible Employee, such Former Participant shall continue to
vest in his interest in the Plan for each Year of Service completed while a
noneligible Employee, until such time as his Participant's Account shall be
forfeited or distributed pursuant to the terms of the Plan.  Additionally, his
interest in the Plan shall continue to share in the earnings of the Trust
Fund.

3.5  OMISSION OF ELIGIBLE EMPLOYEE

     If, in any Plan Year, any 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 his Employer for the year has been
made, the Employer shall make a subsequent contribution, if necessary after
the application of Section 4.3(e), so that the omitted Employee receives a
total amount which the said Employee would have received had he not been
omitted.  Such contribution shall be made regardless of whether or not it is
deductible in whole or in part in any taxable year under applicable provisions 
of the Code.

3.6  INCLUSION OF INELIGIBLE EMPLOYEE

     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 Employer shall not be entitled to recover the contribution made
with respect to the ineligible person regardless of whether or not a deduction
is allowable with respect to such contribution.  In such event, the amount
contributed with respect to the ineligible person shall constitute a
Forfeiture for the Plan Year in which the discovery is made.

3.7  ELECTION NOT TO PARTICIPATE

     An Employee may, subject to the approval of the Employer, elect
voluntarily not to participate in the Plan.  The election not to participate
must be communicated to the Employer, in writing, at least thirty (30) days
before the beginning of a Plan Year.  For Standardized Plans, a Participant or
an Eligible Employee may not elect not to participate.  Furthermore, the
foregoing election not to participate shall not be available with respect to
partners in a partnership.

3.8  CONTROL OF ENTITIES BY OWNER-EMPLOYEE

           (a) If this Plan provides contributions or benefits for one or more 
     Owner-Employees who control both the business for which this Plan is      
     established and one or more other entities, this Plan and the plan        
     established for other trades or businesses must, when looked at as a      
     single Plan, satisfy Code Sections 401(a) and (d) for the Employees of    
     this and all other entities.

           (b) If the Plan provides contributions or benefits for one or more  
     Owner-Employees who control one or more other trades or businesses, the   
     employees of the other trades or businesses must be included

                                       19
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<PAGE>
     in a plan which satisfies Code Sections 401(a) and (d) and which provides 
     contributions and benefits not less favorable than provided for           
     Owner-Employees under this Plan.

           (c) 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 benefits or         
     contributions of the employees under the plan of the trades or businesses 
     which are controlled must be as favorable as those provided for him under 
     the most favorable plan of the trade or business which is not controlled.

           (d) For purposes of the preceding paragraphs, an Owner-Employee, or 
     two or more Owner-Employees, will be considered to control an entity if   
     the Owner-Employee, or two or more Owner-Employees together:

           (1) own the entire interest in an unincorporated entity, or

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

           (e) 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.

                                ARTICLE IV
                        CONTRIBUTION AND ALLOCATION

4.1  FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION

           (a) For a Money Purchase Plan -

           (1) The Employer shall make contributions over such period of years 
           as the Employer may determine on the following basis.  On behalf of 
           each Participant eligible to share in allocations, for each year of 
           his participation in this Plan, the Employer shall contribute the   
           amount specified in the Adoption Agreement.  All contributions by   
           the Employer shall be made in cash or in such property as is        
           acceptable to the Trustee.  The Employer shall be required to       
           obtain a waiver from the Internal Revenue Service for any Plan Year 
           in which it is unable to make the full required contribution to the 
           Plan.  In the event a waiver is obtained, this Plan shall be deemed 
           to be an individually designed plan.

           (2) For any Plan Year beginning prior to January 1, 1990, and if    
           elected in the non-standardized Adoption Agreement for any Plan     
           Year beginning on or after January 1, 1990, the Employer shall not  
           contribute on behalf of a Participant who performs less than a Year 
           of Service during any Plan Year, unless there is a Short Plan Year  
           or required pursuant to 4.3(h).

           (3) Notwithstanding the foregoing, the Employer's contribution for  
           any Fiscal Year shall not exceed the maximum amount allowable as a  
           deduction to the Employer under the provisions of Code Section 404. 
           However, to the extent necessary to provide the top heavy minimum   
           allocations, the Employer shall make a contribution even if it      
           exceeds the amount which is deductible under Code Section 404.

                                       20
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           (b) For a Profit Sharing Plan -

           (1) For each Plan Year, the Employer shall contribute to the Plan   
           such amount as specified by the Employer in the Adoption Agreement. 
           Notwithstanding the foregoing, however, the Employer's contribution 
           for any Fiscal Year shall not exceed the maximum amount allowable   
           as a deduction to the Employer under the provisions of Code Section 
           404.  All contributions by the Employer shall be made in cash or in 
           such property as is acceptable to the Trustee.

           (2) Except, however, to the extent necessary to provide the top     
           heavy minimum allocations, the Employer shall make a contribution   
           even if it exceeds current or accumulated Net Profit or the amount  
           which is deductible under Code Section 404.

4.2  TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION

     The Employer shall generally pay to the Trustee its contribution to the
Plan for each Plan Year within the time prescribed by law, including
extensions of time, for the fling of the Employer's federal income tax return
for the Fiscal Year.

4.3  ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS

           (a) The Administrator shall establish and maintain an account in    
     the name of each Participant to which the Administrator shall credit as   
     of each Anniversary Date, or other valuation date, all amounts allocated  
     to each such Participant as set forth herein.

           (b) The Employer shall provide the Administrator with all           
     information required by the Administrator to make a proper allocation of  
     the Employer's contributions for each Plan Year.  Within a reasonable     
     period of time after the date of receipt by the Administrator of such     
     information, the Administrator shall allocate such contribution as        
     follows:

           (1) For a Money Purchase Plan:

                 (i) The Employer's Contribution shall be allocated to each    
                 Participant's Combined Account in the manner set forth in     
                 Section 4.1 herein and as specified in Section E2 of the      
                 Adoption Agreement.

           (2) For an Integrated Profit Sharing Plan:

                 (i) The Employer's contribution shall be allocated to each    
                 Participant's Account, except as provided in Section 4.3(f),  
                 in a dollar amount equal to 5.7% of the sum of each           
                 Participant's total Compensation plus Excess Compensation.    
                 If the Employer does not contribute such amount for all       
                 Participants, each Participant will be allocated a share of   
                 the contribution in the same proportion that his total        
                 Compensation plus his total Excess Compensation for the Plan  
                 Year bears to the total Compensation plus the total Excess    
                 Compensation of all Participants for that year.

     Regardless of the preceding, 4.3% shall be substituted for 5.7% above if  
     Excess Compensation is based on more than 20% and less than or equal to   
     80% of the Taxable Wage Base.  If Excess Compensation is based on less    
     than 100% and more than 80% of the Taxable Wage Base, then 5.4% shall be  
     substituted for 5.7% above.

                 (ii) The balance of the Employer's contribution over the      
                 amount allocated above, if any, shall be allocated to each    
                 Participant's Combined Account in the same proportion that    
                 his

                                       21
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                 total Compensation for the Year bears to the total            
                 Compensation of all Participants for such year.

                 (iii) Except, however, for any Plan Year beginning prior to   
                 January 1, 1990, and if elected in the non-standardized       
                 Adoption Agreement for any Plan Year beginning on or after    
                 January 1, 1990, a Participant who performs less than a Year  
                 of Service during any Plan Year shall not share in the        
                 Employer's contribution for that year, unless there is a      
                 Short Plan Year or a contribution is required pursuant to     
                 Section 4.3(h).

           (3) For a Non-Integrated Profit Sharing Plan:

                 (i) The Employer's contribution shall be allocated to each    
                 Participant's Account in the same proportion that each such   
                 Participant's Compensation for the year bears to the total    
                 Compensation of all Participants for such year.

                 (ii) Except, however, for any Plan Year beginning prior to    
                 January 1, 1990, and if elected in the non-standardized       
                 Adoption Agreement for any Plan Year beginning on or after    
                 January 1, 1990, a Participant who performs less than a Year  
                 of Service during any Plan Year shall not share in the        
                 Employer's contribution for that year, unless there is a      
                 Short Plan Year or a contribution is required pursuant to     
                 Section 4.3(h).

           (c) As of each Anniversary Date or other valuation date, before     
     allocation of Employer contributions and Forfeitures, any earnings or     
     losses (net appreciation or net depreciation) of the Trust Fund shall be  
     allocated in the same proportion that each Participant's and Former       
     Participant's nonsegregated accounts bear to the total of all             
     Participants' and Former Participants' nonsegregated accounts as of such  
     date.  If any nonsegregated account of a Participant has been distributed 
     prior to the Anniversary Date or other valuation date subsequent to a     
     Participant's termination of employment, no earnings or losses shall be   
     credited to such account.

     Notwithstanding the above, with respect to contributions made to the Plan
after the previous Anniversary Date or allocation date, the method specified
in the Adoption Agreement shall be used.

           (d) Participants' Accounts shall be debited for any insurance or    
     annuity premiums paid, if any, and credited with any dividends or         
     interest received on insurance contracts.

           (e) As of each Anniversary Date any amounts which became            
     Forfeitures since the last Anniversary Date shall first be made available 
     to reinstate previously forfeited account balances of Former              
     Participants, if any, in accordance with Section 6.4(g)(2) or be used to  
     satisfy any contribution that may be required pursuant to Section 3.5     
     and/or 6.9.  The remaining Forfeitures, if any, shall be treated in       
     accordance with the Adoption Agreement. Provided, however, that in the    
     event the allocation of Forfeitures provided herein shall cause the       
     "annual addition" (as defined in Section 4.4) to any Participant's        
     Account to exceed the amount allowable by the Code, the excess shall be   
     reallocated in accordance with Section 4.5.  Except, however, for any     
     Plan Year beginning prior to January 1, 1990, and if elected in the       
     non-standardized Adoption Agreement for any Plan Year beginning on or     
     after January 1, 1990, a Participant who performs less than a Year of     
     Service during any Plan Year shall not share in the Plan Forfeitures for  
     that year, unless there is a Short Plan Year or a contribution required   
     pursuant to Section 4.3(h).

           (f) Minimum Allocations Required for Top Heavy Plan Years:          
     Notwithstanding the foregoing, for any Top Heavy Plan Year, the sum of    
     the Employer's contributions and Forfeitures allocated to the             
     Participant's Combined Account of each Non-Key Employee shall be equal to 
     at least three percent (3%) of such Non-Key Employee's "415 Compensation" 
     (reduced by contributions and forfeitures, if any, allocated to each      
     Non-Key Employee in any defined contribution plan included with this plan 
     in a Required

                                       22
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     Aggregation Group). However, if (i) the sum of the Employer's             
     contributions and Forfeitures allocated to the Participant's Combined     
     Account of each Key Employee for such Top Heavy Plan Year is less than    
     three percent (3%) of each Key Employee's "415 Compensation" and (ii)     
     this Plan is not required to be included in an Aggregation Group to       
     enable a defined benefit plan to meet the requirements of Code Section    
     401(a)(4) or 410, the sum of the Employer's contributions and Forfeitures 
     allocated to the Participant's Combined Account of each Non-Key Employee  
     shall be equal to the largest percentage allocated to the Participant's   
     Combined Account of any Key Employee.

     However, for each Non-Key Employee who is a Participant in a paired
Profit Sharing Plan or 401(k) Profit Sharing Plan and a paired Money Purchase
Plan, the minimum 3% allocation specified above shall be provided in the Money
Purchase Plan.

     If this is an integrated Plan, then for any Top Heavy Plan Year the
Employer's contribution shall be allocated as follows:

           (1) An amount equal to 3% multiplied by each Participant's          
           Compensation for the Plan Year shall be allocated to each           
           Participant's Account.  If the Employer does not contribute such    
           amount for all Participants, the amount shall be allocated to each  
           Participant's Account in the same proportion that his total         
           Compensation for the Plan Year bears to the total Compensation of   
           all Participants for such year.

           (2) The balance of the Employer's contribution over the amount      
           allocated under subparagraph (1) hereof shall be allocated to each  
           Participant's Account in a dollar amount equal to 3% multiplied by  
           a Participant's Excess Compensation.  If the Employer does not      
           contribute such amount for all Participants, each Participant will  
           be allocated a share of the contribution in the same proportion     
           that his Excess Compensation bears to the total Excess Compensation 
           of all Participants for that year.

           (3) The balance of the Employer's contribution over the amount      
           allocated under subparagraph (2) hereof shall be allocated to each  
           Participant's Account in a dollar amount equal to 2.7% multiplied   
           by the sum of each Participant's total Compensation plus Excess     
           Compensation.  If the Employer does not contribute such amount for  
           all Participants, each Participant will be allocated a share of the 
           contribution in the same proportion that his total Compensation     
           plus his total Excess Compensation for the Plan Year bears to the   
           total Compensation plus the total Excess Compensation of all        
           Participants for that year.

           Regardless of the preceding, 1.3% shall be substituted for 2.7%     
           above if Excess Compensation is based on more than 20% and less     
           than or equal to 80% of the Taxable Wage Base.  If Excess           
           Compensation is based on less than 100% and more than 80% of the    
           Taxable Wage Base, then 2.4% shall be substituted for 2.7% above.

           (4) The balance of the Employer's contributions over the amount     
           allocated above, if any, shall be allocated to each Participant's   
           Account in the same proportion that his total Compensation for the  
           Plan Year bears to the total Compensation of all Participants for   
           such year.

     For each Non-Key Employee who is a Participant in this Plan and another
non-paired defined contribution plan maintained by the Employer, the minimum
3% allocation specified above shall be provided as specified in F3 of the
Adoption Agreement.

           (g) For purposes of the minimum allocations set forth above, the    
     percentage allocated to the Participant's Combined Account of any Key     
     Employee shall be equal to the ratio of the sum of the

                                       23
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     Employer's contributions and Forfeitures allocated on behalf of such Key  
     Employee divided by the "415 Compensation" for such Key Employee.

           (h) For any Top Heavy Plan Year, the minimum allocations set forth  
     in this Section shall be allocated to the Participant's Combined Account  
     of all Non-Key Employees who are Participants and who are employed by the 
     Employer on the last day of the Plan Year, including Non-Key Employees    
     who have (1) failed to complete a Year of Service; or (2) declined to     
     make mandatory contributions (if required) or, in the case of a cash or   
     deferred arrangement, elective contributions to the Plan.

           (i) Notwithstanding anything herein to the contrary, in any Plan    
     Year in which the Employer maintains both this Plan and a defined benefit 
     pension plan included in a Required Aggregation Group which is top heavy, 
     the Employer shall not be required to provide a Non-Key Employee with     
     both the full separate minimum defined benefit plan benefit and the full  
     separate defined contribution plan allocations.  Therefore, if the        
     Employer maintains both a Defined Benefit and a Defined Contribution Plan 
     that are a Top Heavy Group, the top heavy minimum benefits shall be       
     provided as follows:

           (1) Applies if Flb of the Adoption Agreement is Selected 

                 (i) The requirements of Section 2.1 shall apply except that   
                 each Non-Key Employee who is a Participant in the Profit      
                 Sharing Plan or Money Purchase Plan and who is also a         
                 Participant in the Defined Benefit Plan shall receive a       
                 minimum allocation of five percent (5%) of such Participant's 
                 "415 Compensation" from the applicable Defined Contribution   
                 Plan(s).

                 (ii) For each Non-Key Employee who is a Participant only in   
                 the Defined Benefit Plan the Employer will provide a minimum  
                 non-integrated benefit equal to 2% of his highest five        
                 consecutive year average "415 Compensation" for each Year of  
                 Service while a Participant in the Plan, in which the Plan is 
                 top heavy, not to exceed ten.

                 (iii) For each Non-Key Employee who is a Participant only in  
                 this Defined Contribution Plan, the Employer shall provide a  
                 contribution equal to 3% of his "415 Compensation."

           (2) Applies if F1c of the Adoption Agreement is Selected 

                 (i) The minimum allocation specified in Section 4.3(i)(1)(i)  
                 shall be 7 1/2% if the Employer elects in the Adoption        
                 Agreement for years in which the Plan is Top Heavy, but not   
                 Super Top Heavy.

                 (ii) The minimum benefit specified in Section 4.3(i)(1)(ii)   
                 shall be 3% if the Employer elects in the Adoption Agreement  
                 for years in which the Plan is Top Heavy, but not Super Top   
                 Heavy.

                 (iii) The minimum allocation specified in Section             
                 4.3(i)(1)(iii) shall be 4% if the Employer elects in the      
                 Adoption Agreement for years in which the Plan is Top Heavy,  
                 but not Super Top Heavy.

           (j) For the purposes of this Section, "415 Compensation" shall be   
     limited to $200,000 (unless adjusted in such manner as permitted under    
     Code Section 415(d)).  However, for Plan Years beginning prior to January 
     1, 1989, the $200,000 limit shall apply only for Top Heavy Plan Years and 
     shall not bc adjusted.

           (k) Notwithstanding anything herein to the contrary, any            
     Participant who terminated employment during the Plan Year for reasons    
     other than death, Total and Permanent Disability, or retirement shall or

                                       24
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<PAGE>
     shall not share in the allocations of the Employer's Contributions and    
     Forfeitures as provided in the Adoption Agreement.  Notwithstanding the   
     foregoing, for Plan Years beginning after 1989, if this is a standardized 
     Plan, any such terminated Participant shall share in the allocations as   
     provided in this Section provided such Participant completed more than    
     500 Hours of Service.

           (l) Notwithstanding anything herein to the contrary, Participants   
     terminating for reasons of death, Total and Permanent Disability, or      
     retirement shall share in the allocations as provided in this Section     
     regardless of whether they completed a Year of Service during the Plan    
     Year.

           (m) If a Former Participant is reemployed after five (5)            
     consecutive 1-Year Breaks in Service, then separate accounts shall be     
     maintained as follows:

           (1) one account for nonforfeitable benefits attributable to         
     pre-break service; and

           (2) one account representing his employer derived account balance   
     in the Plan attributable to post-break service.

           (n) Notwithstanding any election in the Adoption Agreement to the   
     contrary, if this is a non-standardized Plan that would otherwise fail to 
     meet the requirements of Code Sections 401(a)(26), 410(b)(1), or          
     410(b)(2)(A)(i) and the Regulations thereunder because Employer           
     Contributions have not been allocated to a sufficient number or           
     percentage of Participants for a Plan Year, then the following rules      
     shall apply:

           (1) The group of Participants eligible to share in the Employer's   
           contribution and Forfeitures for the Plan Year shall be expanded to 
           include the minimum number of Participants who would not otherwise  
           be eligible as are necessary to satisfy the applicable test         
           specified above.  The specific participants who shall become        
           eligible under the terms of this paragraph shall be those who are   
           actively employed on the last day of the Plan Year and, when        
           compared to similarly situated Participants, have completed the     
           greatest number of Hours of Service in the Plan Year.

           (2) If after application of paragraph (1) above, the applicable     
           test is still not satisfied, then the group of Participants         
           eligible to share in the Employer's contribution and Forfeitures    
           for the Plan Year shall be further expanded to include the minimum  
           number of Participants who are not actively employed on the last    
           day of the Plan Year as are necessary to satisfy the applicable     
           test.  The specific Participants who shall become eligible to share 
           shall be those Participants, when compared to similarly situated    
           Participants, who have completed the greatest number of Hours of    
           Service in the Plan Year before terminating employment.

     Nothing in this Section shall permit the reduction of a Participant's
accrued benefit.  Therefore any amounts that have previously been allocated to
Participants may not be reallocated to satisfy these requirements.  In such
event, the Employer shall make an additional contribution equal to the amount
such affected Participants would have received had they been included in the
allocations, even if it exceeds the amount which would be deductible under
Code Section 404.  Any adjustment to the allocations pursuant to this
paragraph shall be considered a retroactive amendment adopted by the last day
of the Plan Year.

4.4  MAXIMUM ANNUAL ADDITIONS

           (a)(1) If the Participant does not participate in, and has never    
     participated in another qualified plan maintained by the Employer, or a   
     welfare benefit fund (as defined in Code Section 419(e)), maintained by   
     the Employer, or an individual medical account (as defined in Code        
     Section 415(1)(2)) maintained by the Employer, which provides Annual      
     Additions, the amount of Annual Additions which may be credited to the    
     Participant's accounts for any Limitation Year shall not exceed the       
     lesser of the Maximum Permissible

                                       25
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<PAGE>
     Amount or any other limitation contained in this Plan.  If the employer   
     contribution that would otherwise be contributed or allocated to the      
     Participant's accounts would cause the Annual Additions for the           
     Limitation Year to exceed the Maximum Permissible Amount, the amount      
     contributed or allocated will be reduced so that the Annual Additions for 
     the Limitation Year will equal the Maximum Permissible Amount.

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

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

           (4) If there is an excess amount pursuant to Section 4.4(a)(2) or   
           Section 4.5, the excess will be disposed of in one of the following 
           manners, as uniformly determined by the Plan Administrator for all  
           Participants similarly situated:

                 (i) Any Deferred Compensation or nondeductible Voluntary      
                 Employee Contributions, to the extent they would reduce the   
                 Excess Amount, will be distributed to the Participant;

                 (ii) If, after the application of subparagraph (i), an Excess 
                 Amount still exists, and the Participant is covered by the    
                 Plan at the end of the Limitation Year, the Excess Amount in  
                 the Participant's account will be used to reduce Employer     
                 contributions (including any allocation of Forfeitures) for   
                 such Participant in the next Limitation Year, and each        
                 succeeding Limitation Year if necessary;

                 (iii) If, after the application of subparagraph (i), an       
                 Excess Amount still exists, and the Participant is not        
                 covered by the Plan at the end of a Limitation Year, the      
                 Excess Amount will be held unallocated in a suspense account. 
                 The suspense account will be applied to reduce future         
                 Employer contributions (including allocation of any           
                 Forfeitures) for all remaining Participants in the next       
                 Limitation Year, and each succeeding Limitation Year if       
                 necessary;

                 (iv) If a suspense account is in existence at any time during 
                 a Limitation Year pursuant to this Section, it will not       
                 participate in the allocation of investment gains and losses. 
                 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 contributions or any employee    
                 contributions may be made to the plan for that limitation     
                 year.  Excess amounts may not be distributed to participants  
                 or former participants.

           (b)(1) This subsection applies if, in addition to this Plan, the    
     Participant is covered under another qualified Regional Prototype defined 
     contribution plan maintained by the Employer, or a welfare benefit fund   
     (as defined in Code Section 419(e)) maintained by the Employer, or an     
     individual medical account (as defined in Code Section 415(1)(2))         
     maintained by the Employer, which provides Annual Additions, during any   
     Limitation Year.  The Annual Additions which may be credited to a         
     Participant's accounts under this Plan for any such Limitation Year shall 
     not exceed the Maximum Permissible Amount reduced by the Annual Additions 
     credited to a Participant's accounts under the other plans and welfare    
     benefit funds for the same Limitation Year.  If the Annual Additions with 
     respect to the Participant under other defined contribution plans and     
     welfare benefit funds maintained by the Employer are less than the        
     Maximum Permissible Amount and the Employer contribution that would       
     otherwise be contributed or allocated to the
                                       26
<PAGE>
<PAGE>
     Participant's accounts under this Plan would cause the Annual Additions   
     for the Limitation Year to exceed this limitation, the amount contributed 
     or allocated will be reduced so that the Annual Additions under all such  
     plans and welfare benefit funds for the Limitation Year will equal the    
     Maximum Permissible Amount.  If the Annual Additions with respect to the  
     Participant under such other defined contribution plans and welfare       
     benefit funds in the aggregate are equal to or greater than the Maximum   
     Permissible Amount, no amount will be contributed or allocated to the     
     Participant's account under this Plan for the Limitation Year.

           (2) Prior to determining the Participant's actual Compensation for  
           the Limitation Year, the Employer may determine the Maximum         
           Permissible Amount for a Participant in the manner described in     
           Section 4.4(a)(2).

           (3) As soon as is administratively feasible after the end of the    
           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.

           (4) If, pursuant to Section 4.4(b)(2) or Section 4.5, a             
           Participant's Annual Additions under this Plan and 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 a welfare   
           benefit fund or individual medical account will be deemed to have   
           been allocated first regardless of the actual allocation date.

           (5) If an Excess Amount was allocated to a Participant on an        
           allocation date of this Plan which coincides with an allocation     
           date of another 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 (1) the Annual Additions allocated to the   
                 Participant for the Limitation Year as of such date under     
                 this Plan to (2) the total Annual Additions allocated to the  
                 Participant for the Limitation Year as of such date under     
                 this and all the other qualified defined contribution plans.

           (6) Any Excess Amount attributed to this Plan will be disposed in   
           the manner described in Section 4.4(a)(4).

           (c) If the Participant is covered under another qualified defined   
     contribution plan maintained by the Employer which is not a Regional      
     Prototype Plan, Annual Additions which may be credited to the             
     Participant's account under this Plan for any Limitation Year will be     
     limited in accordance with Section 4.4(b), unless the Employer provides   
     other limitations in the Adoption Agreement.

           (d) If the Employer maintains, or at any time maintained, a         
     qualified defined benefit plan covering any Participant in this Plan the  
     sum of the Participant's Defined Benefit Plan Fraction and Defined        
     Contribution Plan Fraction will not exceed 1.0 in any Limitation Year.    
     The Annual Additions which may be credited to the Participant's account   
     under this Plan for any Limitation Year will be limited in accordance     
     with the Limitation on Allocations Section of the Adoption Agreement.

           (e) For purposes of applying the limitations of Code Section 415,   
     the transfer of funds from one qualified plan to another is not an        
     "annual addition."  In addition, the following are not Employee           
     contributions for the purposes of Section 4.4(f)(1)(2):  (1) rollover     
     contributions (as defined in Code Sections 402(a)(5), 403(a)(4),          
     403(b)(8) and 408(d)(3)); (2) repayments of loans made to a Participant   
     from the Plan; (3) repayments of distributions received by an Employee    
     pursuant to Code Section 411(a)(7)(B) (cash-outs); (4) repayments of      
     distributions received by an Employee pursuant to Code Section            
     411(a)(3)(D)

                                       27
<PAGE>
<PAGE>
    (mandatory contributions); and (5) Employee contributions to a simplified  
    employee pension excludable from gross income under Code Section 408(k)    
    (6).

           (f) For purposes of this Section, the following terms shall be      
     defined as follows:

           (1) Annual Additions means the sum credited to a Participant's      
           accounts for any Limitation Year of (1) Employer contributions, (2) 
           effective with respect to "limitation years" beginning after        
           December 31, 1986, Employee contributions, (3) forfeitures, (4)     
           amounts allocated, after March 31, 1984, to an individual medical   
           account, as defined in Code Section 415(1)(2), which is part of a   
           pension or annuity plan maintained by the Employer and (5) amounts  
           derived from contributions paid or accrued after December 31, 1985, 
           in taxable years ending after such 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)) maintained 
           by the Employer.  Except, however, the "415 Compensation"           
           percentage limitation referred to in paragraph (a)(2) above shall   
           not apply to:  (1) any contribution for medical benefits (within    
           the meaning of Code Section 419A(f)(2)) after separation from       
           service which is otherwise treated as an "annual addition," or (2)  
           any amount otherwise treated as an "annual addition" under Code     
           Section 415(1)(1).  Notwithstanding the foregoing, for "limitation  
           years" beginning prior to January 1, 1987, only that portion of     
           Employee contributions equal to the lesser of Employee              
           contributions in excess of six percent (6%) of "415 Compensation"   
           or one-half of Employee contributions shall be considered an        
           "annual addition."

           For this purpose, any Excess Amount applied under Sections          
           4.4(a)(4) and 4.4(b)(6) in the Limitation Year to reduce Employer   
           contributions shall be considered Annual Additions for such         
           Limitation Year.

           (2) Compensation means a Participant's Compensation as elected in   
           the Adoption Agreement.  However, regardless of any selection made  
           in the Adoption Agreement, "415 Compensation" shall exclude         
           compensation which is not currently includible in the Participant's 
           gross income by reason of the application of Code Sections 125,     
           402(a)(8), 402(h)(1)(B), or 403(b).

                 For limitation years beginning after December 31, 1991, for   
           purposes of applying the limitations of this article, compensation  
           for a limitation year is the compensation actually paid or made     
           available during such limitation year.

                 Notwithstanding the preceding sentence, compensation for a    
           participant in a defined contribution plan who is permanently and   
           totally disabled (as defined in section 22(e)(3) of the Internal    
           Revenue Code) 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        
           permanently and totally disabled; such imputed compensation for the 
           disabled participant 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.

           (3) Defined Benefit Fraction means a fraction, the numerator of     
           which is the sum of the Participant's Projected Annual Benefits     
           under all the defined benefit plans (whether or not terminated)     
           maintained by the Employer, and the denominator of which is the     
           lesser of 125 percent of the dollar limitation determined for the   
           Limitation Year under Code Sections 415(b) and (d) or 140 percent   
           of his Highest Average 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

                                       28
<PAGE>
<PAGE>
           maintained by the Employer which were in existence on May 6, 1986,  
           the denominator of this  fraction will not be less than 125 percent 
           of the sum of the annual benefits under such plans which the        
           Participant had accrued as of the end of the close of the last      
           Limitation Year beginning before January 1, 1987, disregarding any  
           changes in the terms and conditions of the plan 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.

                 Notwithstanding the foregoing, for any Top Heavy Plan Year,   
           100 shall be substituted for 125 unless the extra minimum           
           allocation is being made pursuant to the Employer's election in F1  
           of the Adoption Agreement.  However, for any Plan Year in which     
           this Plan is a Super Top Heavy Plan, 100 shall be substituted for   
           125 in any event.

           (4) Defined Contribution Dollar Limitation means $30,000, or, if    
           greater, one-fourth of the defined benefit dollar limitation set    
           forth in Code Section 415(b)(1) as in effect for the Limitation     
           Year.

           (5) Defined Contribution Fraction means a fraction, the numerator   
           of which is the sum of the Annual Additions to the Participant's    
           account under all the defined contribution plans (whether or not    
           terminated) maintained by the Employer for the current and all      
           prior Limitation Years, (including the Annual Additions             
           attributable to the Participant's nondeductible voluntary employee  
           contributions to any defined benefit plans, whether or not          
           terminated, maintained by the Employer and the annual additions     
           attributable to all welfare benefit funds, as defined in Code       
           Section 419(e), and individual medical accounts, as defined in Code 
           Section 415(1)(2), maintained by the Employer), and the denominator 
           of which is the sum of the maximum aggregate amounts for the        
           current and all prior Limitation Years of Service with the Employer 
           (regardless of whether a defined contribution plan was maintained   
           by the Employer).  The maximum aggregate amount in any Limitation   
           Year is the lesser of 125 percent of the Defined Contribution       
           Dollar Limitation or 35 percent of the Participant's Compensation   
           for such year.  For Limitation Years beginning prior to January 1,  
           1987, the "annual addition" shall not be recomputed to treat all    
           Employee contributions as an Annual Addition.

           If the Employee was a Participant as of the end 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 which 
           were 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 (1)  
           the excess of the sum of the fractions over 1.0 times (2) 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 end of the last   
           Limitation Year beginning before January 1, 1987, and disregarding  
           any changes in the terms and conditions of the plan made after May  
           5, 1986, but using the Code Section 415 limitation applicable to    
           the first Limitation Year beginning on or after January 1, 1987.

           Notwithstanding the foregoing, for any Top Heavy Plan Year, 100     
           shall be substituted for 125 unless the extra minimum allocation is 
           being made pursuant to the Employer's election in F1 of the         
           Adoption Agreement.  However, for any Plan Year in which this Plan  
           is a Super Top Heavy Plan, 100 shall be substituted for 125 in any  
           event.

           (6) Employer means the Employer that adopts this Plan and all       
           Affiliated Employers, except that for purposes of this Section,     
           Affiliated Employers shall be determined pursuant to the            
           modification made by Code Section 415(h).
                                       29
<PAGE>
<PAGE>

           (7) Excess Amount means the excess of the Participant's Annual      
           Additions for the Limitation Year over the Maximum Permissible      
           Amount.

           (8) Highest Average Compensation means the average Compensation for 
           the three consecutive Years of Service with the Employer that       
           produces the highest average.  A Year of Service with the Employer  
           is the 12 consecutive month period deemed in Section El of the      
           Adoption Agreement which is used to determine Compensation under    
           the Plan.

           (9) Limitation Year means the Compensation Year (a 12 consecutive   
           month period) as elected by the Employer 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.

           (10) Maximum Permissible Amount means the maximum Annual Addition   
           that may be contributed or allocated to a Participant's account     
           under the plan for any Limitation Year, which shall not exceed the  
           lesser of:

                 (i) the Defined Contribution Dollar Limitation, or

                 (ii) 25 percent of the Participant's Compensation for the     
                 Limitation Year.

                 The Compensation Limitation referred to in (ii) 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(1)(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 Contribution multiplied by the following        
           fraction:

                   number of months in the short Limitation Year
                   ---------------------------------------------
                                        12

           (11) 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 the plan assuming:

                 (i) the Participant will continue employment until Normal     
                 Retirement Age (or current age, if later), and

                 (ii) the Participant's 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.

           (g) Regional Prototype Plan means a plan the form of which has been 
           the subject of a favorable notification letter from the Internal    
           Revenue Service.

           (h) Notwithstanding anything contained in this Section to the       
           contrary, the limitations, adjustments and other requirements       
           prescribed in this Section shall at all times comply with the       
           provisions of Code Section 415 and the Regulations thereunder, the  
           terms of which are specifically incorporated herein by reference.

                                       30
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4.5  ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

           (a) If as a result of the allocation of Forfeitures, a reasonable   
     error in estimating a Participant's annual Compensation, a reasonable     
     error in determining the amount of elective deferrals (within the meaning 
     of Code Section 402(g)(3)) that may be made with respect to any           
     Participant under the limits of Section 4.4, or other facts and           
     circumstances to which Regulation 1.415-6(b)(6) shall be applicable, the  
     "annual additions" under this Plan would cause the maximum provided in    
     Section 4.4 to be exceeded, the Administrator shall treat the excess in   
     accordance with Section 4.4(a)(4).

4.6  TRANSFERS FROM QUALIFIED PLANS

           (a) If specified in the Adoption Agreement and with the consent of  
     the Administrator, amounts may be transferred from other qualified plans, 
     provided that the trust from which such funds are transferred permits the 
     transfer to be made and the transfer will not jeopardize the tax exempt   
     status of the Plan or create adverse tax consequences for the Employer.   
     The amounts transferred shall be set up in a separate account herein      
     referred to as a "Participant's Rollover Account."  Such account shall be 
     fully Vested at all times and shall not be subject to forfeiture for any  
     reason.

           (b) Amounts in a Participant's Rollover Account shall be held by    
     the Trustee pursuant to the provisions of this Plan and may not be        
     withdrawn by, or distributed to the Participant, in whole or in part,     
     except as provided in Paragraphs (c) and (d) of this Section.

           (c) Amounts attributable to elective contributions (as defined in   
     Regulation 1.401(k)-l(g)(4)), including amounts treated as elective       
     contributions, which are transferred from another qualified plan in a     
     plan-to-plan transfer shall be subject to the distribution limitations    
     provided for in Regulation 1.401(k)-1(d).

           (d) At Normal Retirement Date, or such other date when the          
     Participant or his Beneficiary shall be entitled to receive benefits, the 
     fair market value of the Participant's Rollover Account shall be used to  
     provide additional benefits to the Participant or his Beneficiary.  Any   
     distributions of amounts held in a  Participant's Rollover Account shall  
     be made in a manner which is consistent with and satisfies the provisions 
     of Section 6.5, including, but not limited to, all notice and consent     
     requirements of Code Sections 411(a)(11) and 417 and the Regulations      
     thereunder.  Furthermore, such amounts shall be considered as part of a   
     Participant's benefit in determining whether an involuntary cash-out of   
     benefits without Participant consent may be made.

           (e) The Administrator may direct that employee transfers made after 
     a valuation date be segregated into a separate account for each           
     Participant until such time as the allocations pursuant to this Plan have 
     been made, at which time they may remain segregated or be invested as     
     part of the general Trust Fund, to be determined by the Administrator.

           (f) For purposes of this Section, the term "qualified plan" shall   
     mean any tax qualified plan under Code Section 401(a). The term "amounts  
     transferred from other qualified plans" shall mean:

     (i) amounts transferred to this Plan directly from another qualified      
     plan; (ii) lump-sum distributions received by an Employee from another    
     qualified plan which are eligible for tax free rollover to a qualified    
     plan and which are transferred by the Employee to this Plan within sixty  
     (60) days following his receipt thereof; (iii) amounts transferred to     
     this Plan from a conduit individual retirement account provided that the  
     conduit individual retirement account has no assets other than assets     
     which (A) were previously distributed to the Employee by another          
     qualified plan as a lump-sum distribution (B) were eligible for tax-free  
     rollover to a qualified plan and (C) were deposited in such conduit       
     individual retirement account within sixty (60) days of receipt thereof   
     and other than earnings on said assets; and (iv) amounts distributed to   
     the Employee from a conduit individual retirement account meeting the     
     requirements of clause (iii) above, and transferred by
                                        31
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<PAGE>
     the Employee to this Plan within sixty (60) days of his receipt thereof   
     from such conduit individual retirement account.

           (g) Prior to accepting any transfers to which this Section applies, 
     the Administrator may require the Employee to establish that the amounts  
     to be transferred to this Plan meet the requirements of this Section and  
     may also require the Employee to provide an opinion of counsel            
     satisfactory to the Employer that the amounts to be transferred meet the  
     requirements of this Section.

            (h) Notwithstanding anything herein to the contrary, a transfer
     directly to this Plan from another qualified plan (or a transaction       
     having the effect of such a transfer) shall only be permitted if it will  
     not result in the elimination or reduction of any "Section 411(d)(6)      
     protected benefit" as described in Section 8.1.

4.7  VOLUNTARY CONTRIBUTIONS

           (a) If this is an amendment to a Plan that had previously allowed   
     voluntary Employee contributions, then, except as provided in 4.7(b)      
     below, this Plan will not accept voluntary Employee contributions for     
     Plan Years beginning after the Plan Year in which this Plan is adopted by 
     the Employer.

           (b) For 401(k) Plans, if elected in the Adoption Agreement, each    
     Participant may, at the discretion of the Administrator in a              
     nondiscriminatory manner, elect to voluntarily contribute a portion of    
     his compensation earned while a Participant under this Plan.  Such        
     contributions shall be paid to the Trustee within a reasonable period of  
     time but in no event later than 90 days after the receipt of the          
     contribution.

           (c) The balance in each Participant's Voluntary Contribution        
     Account shall be fully Vested at all times and shall not be subject to    
     Forfeiture for any reason.

           (d) A Participant may elect to withdraw his voluntary contributions 
     from his Voluntary Contribution Account and the actual earnings thereon   
     in a manner which is consistent with and satisfies the provisions of      
     Section 6.5, including, but not limited to, all notice and consent        
     requirements of Code Sections 411(a)(11) and 417 and the Regulations      
     thereunder.  If the Administrator maintains sub-accounts with respect to  
     voluntary contributions (and earnings thereon) which were made on or      
     before a specified date, a Participant shall be permitted to designate    
     which sub-account shall be the source for his withdrawal.  No Forfeitures 
     shall occur solely as a result of an Employee's withdrawal of Employee    
     contributions.

           In the event such a withdrawal is made, or in the event a           
     Participant has received a hardship distribution pursuant to Regulation   
     1.401(k)-l(d)(2)(iii)(B) from any plan maintained by the Employer, then   
     such Participant shall be barred from making any voluntary contributions  
     for a period of twelve (12) months after receipt of the withdrawal or     
     distribution.

           (e) At Normal Retirement Date, or such other date when the          
     Participant or his Beneficiary shall be entitled to receive benefits, the 
     fair market value of the Voluntary Contribution Account shall be used to  
     provide additional benefits to the Participant or his Beneficiary.

           (f) The Administrator may direct that voluntary contributions made  
     after a valuation date be segregated into a separate account until such   
     time as the allocations pursuant to this Plan have been made, at which    
     time they may remain segregated or be invested as part of the general     
     Trust Fund, to be determined by the Administrator. 

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4.8  DIRECTED INVESTMENT ACCOUNT

           (a) If elected in the Adoption Agreement, all Participants may      
     direct the Trustee as to the investment of all or a portion of any one or 
     more of their individual account balances.  Participants may direct the   
     Trustee in writing to invest their account in specific assets as          
     permitted by the Administrator provided such investments are in           
     accordance with the Department of Labor regulations and are permitted by  
     the Plan.  That portion of the account of any Participant so directing    
     will thereupon be considered a Directed Investment Account.

           (b) A separate Directed Investment Account shall be established for 
     each Participant who has directed an investment.  Transfers between the   
     Participant's regular account and their Directed Investment Account shall 
     be charged and credited as the case may be to each account.  The Directed 
     Investment Account shall not share in Trust Fund Earnings, but it shall   
     be charged or credited as appropriate with the net earnings, gains,       
     losses and expenses as well as any appreciation or depreciation in market 
     value during each Plan Year attributable to such account.

           (c) The Administrator shall establish a procedure, to be applied in 
     a uniform and nondiscriminatory manner, setting forth the permissible     
     investment options under this Section, how often changes between          
     investments may be made, and any other limitations that the Administrator 
     shall impose on a Participant's right to direct investments.

4.9  QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTIONS

           (a) If this is an amendment to a Plan that previously permitted     
     deductible voluntary contributions, then each Participant who made a      
     "Qualified Voluntary Employee Contribution" within the meaning of Code    
     Section 219(e)(2) as it existed prior to the enactment of the Tax Reform  
     Act of 1986, shall have his contribution held in a separate Qualified     
     Voluntary Employee Contribution Account which shall be fully Vested at    
     all times.  Such contributions, however, shall not be permitted if they   
     are attributable to taxable years beginning after December 31, 1986.

           (b) A Participant may, upon written request delivered to the        
     Administrator, make withdrawals from his Qualified Voluntary Employee     
     Contribution Account.  Any distribution shall be made in a manner which   
     is consistent with and satisfies the provisions of Section 6.5,           
     including, but not limited to, all notice and consent requirements of     
     Code Sections 411(a)(11) and 417 and the Regulations thereunder.

           (c) At Normal Retirement Date, or such other date when the          
     Participant or his Beneficiary shall be entitled to receive benefits, the 
     fair market value of the Qualified Voluntary Employee Contribution        
     Account shall be used to provide additional benefits to the Participant   
     or his Beneficiary.

           (d) Unless the Administrator directs Qualified Voluntary Employee   
     Contributions made pursuant to this Section be segregated into a separate 
     account for each Participant, they shall be invested as part of the       
     general Trust Fund and share in earnings and losses.

4.10 ACTUAL CONTRIBUTION PERCENTAGE TESTS

     In the event this Plan previously provided for voluntary or mandatory
Employee contributions, then, with respect to Plan Years beginning after
December 31, 1986, such contributions must satisfy the provisions of Code
Section 401(m) and the Regulations thereunder.

                                       33
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4.11 INTEGRATION IN MORE THAN ONE PLAN

     If the Employer and/or an Affiliated Employer maintain qualified
retirement plans integrated with Social Security such that any Participant in
this Plan is covered under more than one of such plans, then such plans will
be considered to be one plan and will be considered to be integrated if the
extent of the integration of all such plans does not exceed 100%.  For
purposes of the preceding sentence, the extent of integration of a plan is the
ratio, expressed as a percentage, which the actual benefits, benefit rate,
offset rate, or employer contribution rate, whatever is applicable under the
Plan bears to the limitation applicable to such Plan.  If the Employer
maintains two or more standardized paired plans, only one plan may be
integrated with Social Security.

                                 ARTICLE V
                                VALUATIONS

5.1  VALUATION OF THE TRUST FUND

     The Administrator shall direct the Trustee, as of each Anniversary Date,
and at such other date or dates deemed necessary by the Administrator, herein
called "valuation date," to determine the net worth of the assets comprising
the Trust Fund as it exists on the "valuation date."  In determining such net
worth, the Trustee shall value the assets comprising the Trust Fund at their
fair market value as of the "valuation date" and shall deduct all expenses for
which the Trustee has not yet obtained reimbursement from the Employer or the
Trust Fund.

5.2  METHOD OF VALUATION

     In determining the fair market value of securities held in the Trust Fund
which are listed on a registered stock exchange, the Administrator shall
direct the Trustee to value the same at the prices they were last traded on
such exchange preceding the close of business on the "valuation date."  If
such securities were not traded on the "valuation date," or if the exchange on
which they are traded was not open for business on the "valuation date," then
the securities shall be valued at the prices at which they were last traded
prior to the "valuation date."  Any unlisted security held in the Trust Fund
shall be valued at its bid price next preceding the close of business on the
"valuation date," which bid price shall be obtained from a registered broker
or an investment banker.  In determining the fair market value of assets other
than securities for which trading or bid prices can be obtained, the Trustee
may appraise such assets itself, or in its discretion, employ one or more
appraisers for that purpose and rely on the values established by such
appraiser or appraisers.

                                ARTICLE VI
                DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1  DETERMINATION OF BENEFITS UPON RETIREMENT

     Every Participant may terminate his employment with the Employer and
retire for the purposes hereof on or after his Normal Retirement Date or Early
Retirement Date.  Upon such Normal Retirement Date or Early Retirement Date,
all amounts credited to such Participant's Combined Account shall become
distributable.  However, a Participant may postpone the termination of his
employment with the Employer to a later date, in which event the participation
of such Participant in the Plan, including the right to receive allocations
pursuant to Section 4.3, shall continue until his Late Retirement Date.  Upon
a Participant's Retirement Date, or as soon thereafter as is practicable, the
Administrator shall direct the distribution of all amounts credited to such
Participant's Combined Account in accordance with Section 6.5.

6.2  DETERMINATION OF BENEFITS UPON DEATH

           (a) Upon the death of a Participant before his Retirement Date or   
     other termination of his employment, all amounts credited to such         
     Participant's Combined Account shall become fully Vested.  The

                                       34
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     Administrator shall direct, in accordance with the provisions of          
     Sections 6.6 and 6.7, the distribution of the deceased Participant's      
     accounts to the Participant's Beneficiary.

           (b) Upon the death of a Former Participant, the Administrator shall 
     direct, in accordance with the provisions of Sections 6.6 and 6.7, the    
     distribution of any remaining amounts credited to the accounts of such    
     deceased Former Participant to such Former Participant's Beneficiary.

           (c) The Administrator may require such proper proof of death and    
     such evidence of the right of any person to receive payment of the value  
     of the account of a deceased Participant or Former Participant as the     
     Administrator may deem desirable.  The Administrator's determination of   
     death and of the right of any person to receive payment shall be          
     conclusive.

           (d) Unless otherwise elected in the manner prescribed in Section    
     6.6, the Beneficiary of the Pre-Retirement Survivor Annuity shall be the  
     Participant's spouse.  Except, however, the Participant may designate a   
     Beneficiary other than his spouse for the Pre-Retirement Survivor Annuity 
     if:

           (1) the Participant and his spouse have validly waived the          
     Pre-Retirement Survivor Annuity in the manner prescribed in Section 6.6,  
     and the spouse has waived his or her right to be the Participant's        
     Beneficiary, or

           (2) the Participant is legally separated or has been abandoned      
     (within the meaning of local law) and the Participant has a court order   
     to such effect (and there is no "qualified domestic relations order" as   
     defined in Code Section 414(p) which provides otherwise), or

           (3) the Participant has no spouse, or

           (4) the spouse cannot be located.

           In such event, the designation of a Beneficiary shall be made on a  
     form satisfactory to the Administrator.  A Participant may at any time    
     revoke his designation of a Beneficiary or change his Beneficiary by      
     filing written notice of such revocation or change with the               
     Administrator.  However, the Participant's spouse must again consent in   
     writing to any change in Beneficiary unless the original consent          
    acknowledged that the spouse had the right to limit consent only to a      
    specific Beneficiary and that the spouse voluntarily elected to            
    relinquish such right.  The Participant may, at any time, designate a      
    Beneficiary for death benefits payable under the Plan that arc in excess   
    of the Pre-Retirement Survivor Annuity.  In the even no valid designation  
    of Beneficiary exists at the time of the Participant's death, the  death   
    benefit shall be payable to his estate.

           (e) If the Plan provides an insured death benefit and a Participant 
     dies before any insurance coverage to which he is entitled under the Plan 
     is effected, his death benefit from such insurance coverage shall be      
     limited to the standard rated premium which was or should have been used  
     for such purpose.

           (f) In the event of any conflict between the terms of this Plan and 
     the teens of any Contract issued hereunder, the Plan provisions shall     
     control.

6.3  DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

     In the event of a Participant's Total and Permanent Disability prior to
his Retirement Date or other termination of his employment, all amounts
credited to such Participant's Combined Account shall become fully Vested.  In
the event of a Participant's Total and Permanent Disability, the
Administrator, in accordance with the provisions of Sections 6.5 and 6.7,
shall direct the distribution to such Participant of all amounts credited to
such Participant's Combined Account as though he had retired.

                                       35
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<PAGE>
6.4  DETERMINATION OF BENEFITS UPON TERMINATION

           (a) On or before the Anniversary Date, or other valuation date,     
     coinciding with or subsequent to the termination of a Participant's       
     employment for any reason other than retirement, death, or Total and      
     Permanent Disability, the Administrator may direct that the amount of the 
     Vested portion of such Terminated Participant's Combined Account be       
     segregated and invested separately.  In the event the Vested portion of a 
     Participant's Combined Account is not segregated, the amount shall remain 
     in a separate account for the Terminated Participant and share in         
     allocations pursuant to Section 4.3 until such time as a distribution is  
     made to the Terminated Participant.  The amount of the portion of the     
     Participant's Combined Account which is not Vested may be credited to a   
     separate account (which will always share in gains and losses of the      
     Trust Fund) and at such time as the amount becomes a forfeiture shall be  
     treated in accordance with the provisions of the Plan regarding           
     Forfeitures.

           Regardless of whether distributions in kind are permitted, in the   
     event that the amount of the Vested portion of the Terminated             
     Participant's Combined Account equals or exceeds the fair market value of 
     any insurance Contracts, the Trustee, when so directed by the             
     Administrator and agreed to by the Terminated Participant, shall assign,  
     transfer, and set over to such Terminated Participant all Contracts on    
     his life in such form or with such endorsements, so that the settlement   
     options and forms of payment are consistent with the provisions of        
     Section 6.5.  In the event that the Terminated Participant's Vested       
     portion does not at least equal the fair market value of the Contracts,   
     if any, the Terminated Participant may pay over to the Trustee the sum    
     needed to make the distribution equal to the value of the Contracts being 
     assigned or transferred, or the Trustee, pursuant to the Participant's    
     election, may borrow the cash value of the Contracts from the Insurer so  
     that the value of the Contracts is equal to the Vested portion of the     
     Terminated Participant's Combined Account and then assign the Contracts   
     to the Terminated Participant.

           Distribution of the funds due to a Terminated Participant shall be  
     made on the occurrence of an event which would result in the distribution 
     had the Terminated Participant remained in the employ of the Employer     
     (upon the Participant's death, Total and Permanent Disability, Early or   
     Normal Retirement).  However, at the election of the Participant, the     
     Administrator shall direct that the entire Vested portion of the          
     Terminated Participant's Combined Account to be payable to such           
     Terminated Participant provided the conditions, if any, set forth in the  
     Adoption Agreement have been satisfied.  Any distribution under this      
     paragraph shall be made in a manner which is consistent with and          
     satisfies the provisions of Section 6.5, including but not limited to,    
     all notice and consent requirements of Code Sections 411(a)(11) and 417   
     and the Regulations thereunder.

           Notwithstanding the above, if the value of a Terminated             
     Participant's Vested benefit derived from Employer and Employee           
     contributions does not exceed, and at the time of any prior distribution, 
     has never exceeded $3,500, the Administrator shall direct that the entire 
     Vested benefit be paid to such Participant in a single lump-sum without   
     regard to the consent of the Participant or the Participant's spouse.  A  
     Participant's Vested benefit shall not include Qualified Voluntary        
     Employee Contributions within the meaning of Code Section 72(o)(5)(B) for 
     Plan Years beginning prior to January 1, 1989.

           (b) The Vested portion of any Participant's Account shall be a      
     percentage of such Participant's Account determined on the basis of the   
     Participant's number of Years of Service according to the vesting         
     schedule specified in the Adoption Agreement.

           (c) For any Top Heavy Plan Year, one of the minimum top heavy       
     vesting schedules as elected by the Employer in the Adoption Agreement    
     will automatically apply to the Plan.  The minimum top heavy 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.  Further, no decrease  
     in a Participant's Vested percentage may occur in the event the Plan's    
     status as top heavy changes for any Plan Year.  However, this

                                       36
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<PAGE>
     Section 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 the Vested percentage of such Employee's Participant's Account shall  
     be determined without regard to this Section 6.4(c).

           If in any subsequent Plan Year, the Plan ceases to be a Top Heavy   
     Plan, the Administrator shall continue to use the vesting schedule in     
     effect while the Plan was a Top Heavy Plan for each Employee who had an   
     Hour of Service during a Plan Year when the Plan was Top Heavy.

           (d) Notwithstanding the vesting schedule above, upon the complete   
     discontinuance of the Employer's contributions to the Plan or upon any    
     full or partial termination of the Plan, all amounts credited to the      
     account of any affected Participant shall become 100% Vested and shall    
     not thereafter be subject to Forfeiture.

           (e) If this is an amended or restated Plan, then notwithstanding    
     the vesting schedule specified in the Adoption Agreement, the Vested      
     percentage of a Participant's Account shall not be less than the Vested   
     percentage attained as of the later of the effective date or adoption     
     date of this amendment and restatement.  The computation of a             
     Participant's nonforfeitable percentage of his interest in the Plan shall 
     not be reduced as the result of any direct or indirect amendment to this  
     Article, or due to changes in the Plan's status as a Top Heavy Plan.

           (f) If the Plan's vesting schedule is amended, or if the Plan is    
     amended in any way that directly or indirectly affects the computation of 
     the Participant's nonforfeitable percentage or if the Plan is deemed      
     amended by an automatic change to a top heavy vesting schedule, then each 
     Participant with at least 3 Years of Service as of the expiration date of 
     the election period may elect to have his nonforfeitable percentage       
     computed under the Plan without regard to such amendment or change.       
     Notwithstanding the foregoing, for Plan Years beginning before January 1, 
     1989, or with respect to Employees who fail to complete at least one (1)  
     Hour of Service in a Plan Year beginning after December 31, 1988, five    
     (5) shall be substituted for three (3) in the preceding sentence.  If a   
     Participant fails to make such election, then such Participant shall be   
     subject to the new vesting schedule.  The Participant's election period   
     shall commence on the adoption date of the amendment and shall end 60     
     days after the latest of:

                 (1) the adoption date of the amendment,

                 (2) the effective date of the amendment, or

                 (3) the date the Participant receives written notice of the   
                 amendment from the Employer or Administrator.

           (g)(1) If any Former Participant shall be reemployed by the         
     Employer before a 1-Year Break in Service occurs, he shall continue to    
     participate in the Plan in the same manner as if such termination had not 
     occurred.

           (2) If any Former Participant shall be reemployed by the Employer   
           before five (5) consecutive 1-Year Breaks in Service, and such      
           Former Participant had received a distribution of his entire Vested 
           interest prior to his reemployment, his forfeited account shall be  
           reinstated only if he repays the full amount distributed to him     
           before the earlier of five (5) years after the first date on which  
           the Participant is subsequently reemployed by the Employer or the   
           close of the first period of 5 consecutive 1-Year Breaks in Service 
           commencing after the distribution.  If a distribution occurs for    
           any reason other than a separation from service, the time for       
           repayment may not end earlier than five (5) years after the date of 
           separation.  In the event the Former Participant does repay the     
           full amount distributed to him, the undistributed portion of the    
           Participant's Account must be restored in full, unadjusted by any   
           gains or losses occurring subsequent to the Anniversary Date

                                       37
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           or other valuation date preceding his termination.  If an employee  
           receives a distribution pursuant to this section and the employee   
           resumes employment covered under this plan, the employee's          
           employer-derived account balance will be restored to the amount on  
           the date of distribution if the employee repays to the plan the     
           full amount of the distribution attributable to employer            
           contributions before the earlier of 5 years after the first date on 
           which the participant is subsequently re-employed by the employer,  
           or the date the participant incurs 5 consecutive 1-year breaks in   
           service following the date of the distribution.  If a non-Vested    
           Former Participant was deemed to have received a distribution and   
           such Former Participant is reemployed by the Employer before five   
           (5) consecutive 1-Year Breaks in Service, then such Participant     
           will be deemed to have repaid the deemed distribution as of the     
           date of reemployment.

           (3) If any Former Participant is reemployed after a 1-Year Break in 
           Service has occurred, Years of Service shall include Years of       
           Service prior to his 1-Year Break in Service subject to the         
           following rules:

                 (i) Any Former Participant who under the Plan does not have a 
                 nonforfeitable right to any interest in the Plan resulting    
                 from Employer contributions shall lose credits if his         
                 consecutive 1-Year Breaks in Service equal or exceed the      
                 greater of (A) five (5) or (B) the aggregate number of his    
                 pre-break Years of Service;

                 (ii) After five (5) consecutive 1-Year Breaks in Service, a   
                 Former Participant's Vested Account balance attributable to   
                 pre-break service shall not be increased as a result of       
                 post-break service;

                 (iii) A Former Participant who is reemployed and who has not  
                 had his Years of Service before a 1-Year Break in Service     
                 disregarded pursuant to (i) above, shall participate in the   
                 Plan as of his date of reemployment;

                 (iv) If a Former Participant completes a Year of Service (a   
                 1-Year Break in Service previously occurred, but employment   
                 had not terminated), he shall participate in the Plan         
                 retroactively from the first day of the Plan Year during      
                 which he completes one (1) Year of Service.

           (h) In determining Years of Service for purposes of vesting under   
     the Plan, Years of Service shall be excluded as specified in the Adoption 
     Agreement.

6.5  DISTRIBUTION OF BENEFITS

           (a)(1) Unless otherwise elected as provided below, a Participant    
     who is married on the "annuity starting date" and who does not die before 
     the "annuity starting date" shall receive the value of all of his         
     benefits in the form of a Joint and Survivor Annuity.  The Joint and      
     Survivor Annuity is an annuity that commences immediately and shall be    
     equal in value to a single life annuity.  Such joint and survivor         
     benefits following the Participant's death shall continue to the spouse   
     during the spouse's lifetime at a rate equal to 50% of the rate at which  
     such benefits were payable to the Participant.  This Joint and Survivor   
     Annuity shall be considered the designated qualified Joint and Survivor   
     Annuity and automatic form of payment for the purposes of this Plan.      
     However, the Participant may elect to receive a smaller annuity benefit   
     with continuation of payments to the spouse at a rate of seventy-five     
     percent (75%) or one hundred percent (100%) of the rate payable to a      
     Participant during his lifetime which alternative Joint and Survivor      
     Annuity shall be equal in value to the automatic Joint and 50% Survivor   
     Annuity.  An unmarried Participant shall receive the value of his benefit 
     in the form of a life annuity.  Such unmarried Participant, however, may  
     elect in writing to waive the life annuity.  The election must comply     
     with the provisions of this Section as if it were an election to waive    
     the Joint and Survivor Annuity by a married Participant, but without the
                                       38
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     spousal consent requirement.  The Participant may elect to have any       
     annuity provided for in this Section distributed upon the attainment of   
     the "earliest retirement age" under the Plan.  The "earliest retirement   
     age" is the earliest date on which, under the Plan, the Participant could 
     elect to receive retirement benefits.

           (2) Any election to waive the Joint and Survivor Annuity must be    
           made by the Participant in writing during the election period and   
           be consented to by the Participant's spouse.  If the spouse is      
           legally incompetent to give consent, the spouse's legal guardian,   
           even if such guardian is the Participant, may give consent.  Such   
           election shall designate a Beneficiary (or a form of benefits) that 
           may not be changed without spousal consent (unless the consent of   
           the spouse expressly permits designations by the Participant        
           without the requirement of further consent by the spouse).  Such    
           spouse's consent shall be irrevocable and must acknowledge the      
           effect of such election and be witnessed by a Plan representative   
           or a notary public.  Such consent shall not be required if it is    
           established to the satisfaction of the Administrator that the       
           required consent cannot be obtained because there is no spouse, the 
           spouse cannot be located, or other circumstances that may be        
           prescribed by Regulations.  The election made by the Participant    
           and consented to by his spouse may be revoked by the Participant in 
           writing without the consent of the spouse at any time during the    
           election period.  The number of revocations shall not be limited.   
           Any new election must comply with the requirements of this          
           paragraph.  A former spouse's waiver shall not be binding  on a new 
           spouse.

           (3) The election period to waive the Joint and Survivor Annuity     
           shall be the 90 day period ending on the "annuity starting date."

           (4) For purposes of this Section and Section 6.6, the "annuity      
           starting date" means the first day of the first period for which an 
           amount is paid as an annuity, or, in the case of a benefit not      
           payable in the form of an annuity, the first day on which all       
           events have occurred which entitles the Participant to such         
           benefit.

           (5) With regard to the election, the Administrator shall provide to 
           the Participant no less than 30 days and no more than 90 days       
           before the "annuity starting date" a written explanation of:

           (i) the terms and conditions of the Joint and Survivor Annuity, and

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

           (iii) the right of the Participant's spouse to consent to any       
           election to waive the Joint and Survivor Annuity, and

           (iv) the right of the Participant to revoke such election, and the  
           effect of such revocation.

           (b) In the event a married Participant duly elects pursuant to      
     paragraph (a)(2) above not to receive his benefit in the form of a Joint  
     and Survivor Annuity, or if such Participant is not married, in the form  
     of a life annuity, the Administrator, pursuant to the election of the     
     Participant, shall direct the distribution to a Participant or his        
     Beneficiary any amount to which he is entitled under the Plan in one or   
     more of the following methods which are permitted pursuant to the         
     Adoption Agreement:

           (1) One lump-sum payment in cash or in property;

           (2) Payments over a period certain in monthly, quarterly,           
           semiannual, or annual cash installments.  In order to provide such  
           installment payments, the Administrator may direct that the         
           Participant's interest in the Plan be segregated and invested       
           separately, and that the funds in the segregated

                                       39
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<PAGE>
           account be used for the payment of the installments.  The period    
           over which such payment is to be made shall not extend beyond the   
           Participant's life expectancy (or the life expectancy of the        
           Participant and his designated Beneficiary);

           (3) Purchase of or providing an annuity.  However, such annuity may 
           not be in any form that will provide for payments over a period     
           extending beyond either the life of the Participant (or the lives   
           of the Participant and his designated Beneficiary) or the life      
           expectancy of the Participant (or the life expectancy of the        
           Participant and his designated Beneficiary).

           (e) The present value of a Participant's Joint and Survivor Annuity 
     derived from Employer and Employee contributions may not be paid without  
     his written consent if the value exceeds, or has ever exceeded at the     
     time of any prior distribution, $3,500.  Further, the spouse of a         
     Participant must consent in writing to any immediate distribution.  If    
     the value of the Participant's benefit derived from Employer and Employee 
     contributions does not exceed $3,500 and has never exceeded $3,500 at the 
     time of any prior distribution, the Administrator may immediately         
     distribute such benefit without such Participant's consent.  No           
     distribution may be made under the preceding sentence after the "annuity  
     starting date" unless the Participant and his spouse consent in writing   
     to such distribution.  Any written consent required under this paragraph  
     must be obtained not more than 90 days before commencement of the         
     distribution and shall be made in a manner consistent with Section        
     6.5(a)(2).

           (d) Any distribution to a Participant who has a benefit which       
     exceeds, or has ever exceeded at the time of any prior distribution,      
     $3,500 shall require such Participant's consent if such distribution      
     commences prior to the later of his Normal Retirement Age or age 62.      
     With regard to this required consent:

           (1) No consent shall be valid unless the Participant has received a 
           general description of the material features and an explanation of  
           the relative values of the optional forms of benefit available      
           under the Plan that would satisfy the notice requirements of Code   
           Section 417.

           (2) The Participant must be informed of his right to defer receipt  
           of the distribution.  If a Participant fails to consent, it shall   
           be deemed an election to defer the commencement of payment of any   
           benefit.  However, any election to defer the receipt of benefits    
           shall not apply with respect to distributions which are required    
           under Section 6.5(e).

           (3) Notice of the rights specified under this paragraph shall be    
           provided no less than 30 days and no more than 90 days before the   
           "annuity starting date."

           (4) Written consent of the Participant to the distribution must not 
           be made before the Participant receives the notice and must not be  
           made more than 90 days before the "annuity starting date."

           (5) No consent shall be valid if a significant detriment is imposed 
           under the Plan on any Participant who does not consent to the       
           distribution.

           (e) Notwithstanding any provision in the Plan to the contrary, the  
     distribution of a Participant's benefits, made on or after January 1,     
     1985, whether under the Plan or through the purchase of an annuity        
     Contract, shall be made in accordance with the following requirements and 
     shall otherwise comply with Code Section 401(a)(9) and the Regulations    
     thereunder (including Regulation Section 1.401(a)(9)-2), the provisions   
     of which are incorporated herein by reference:

           (1) A Participant's benefits shall be distributed to him not later  
           than April 1st of the calendar year following the later of (i) the  
           calendar year in which the Participant attains age 70 1/2 or (ii) the
           calendar year in which the Participant retires, provided, however,  
           that this clause (ii) shall not apply in the case of a Participant  
           who is a "five (5) percent owner" at any time during the five (5)


                                       40
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           Plan Year period ending in the calendar year in which he attains    
           age 70 1/2 or, in the case of a Participant who becomes a "five (5)
           percent owner" during any subsequent Plan Year, clause (ii) shall   
           no longer apply and the required beginning date shall be the April  
           1st of the calendar year following the calendar year in which such  
           subsequent Plan Year ends.  Alternatively, distributions to a       
           Participant must begin no later than the applicable April 1st as    
           determined under the preceding sentence and must be made over the   
           life of the Participant (or the lives of the Participant and the    
           Participant's designated Beneficiary) or, if benefits are paid in   
           the form of a Joint and Survivor Annuity, the life expectancy of    
           the Participant (or the life expectancies of the Participant and    
           his designated Beneficiary) in accordance with Regulations.  For    
           Plan Years beginning after December 31, 1988, clause (ii) above     
           shall not apply to any Participant unless the Participant had       
           attained age 70 1/2 before January 1, 1988 and was not a "five (5)
           percent owner" at any time during the Plan Year ending with or      
           within the calendar year in which the Participant attained age 66   
           1/2 or any subsequent Plan Year.

           (2) Distributions to a Participant and his Beneficiaries shall only 
           be made in accordance with the incidental death benefit             
           requirements of Code Section 401(a)(9)(G) and the Regulations       
           thereunder.

           Additionally, for calendar years beginning before 1989,             
           distributions may also be made under an alternative method which    
           provides that the then present value of the payments to be made     
           over the period of the Participant's life expectancy exceeds fifty  
           percent (50%) of the then present value of the total payments to be 
           made to the Participant and his Beneficiaries.

           (f) For purposes of this Section, the life expectancy of a          
     Participant and a Participant's spouse (other than in the case of a life  
     annuity) shall be redetermined annually in accordance with Regulations if 
     permitted pursuant to the Adoption Agreement.  If the Participant or the  
     Participant's spouse may elect whether recalculations will be made, then  
     the election, once made, shall be irrevocable.  If no election is made by 
     the time distributions must commence, then the life expectancy of the     
     Participant and the Participant's spouse shall not be subject to          
     recalculation.  Life expectancy and joint and last survivor expectancy    
     shall be computed using the return multiples in Tables V and VI of        
     Regulation 1.72-9.

           (g) All annuity Contracts under this Plan shall be non-transferable 
     when distributed.  Furthermore, the terms of any annuity Contract         
     purchased and distributed to a Participant or spouse shall comply with    
     all of the requirements of this Plan.

           (h) Subject to the spouse's right of consent afforded under the     
     Plan, the restrictions imposed by this Section shall not apply if a       
     Participant has, prior to January 1, 1984, made a written designation to  
     have his retirement benefit paid in an alternative method acceptable      
     under Code Section 401(a) as in effect prior to the enactment of the Tax  
     Equity and Fiscal Responsibility Act of 1982.

           (i) If a distribution is made at a time when a Participant who has  
     not terminated employment is not fully Vested in his Participant's        
     Account and the Participant may increase the Vested percentage in such    
     account:

           (1) A separate account shall be established for the Participant's   
           interest in the Plan as of the time of the distribution, and

           (2) At any relevant time the Participant's Vested portion of the    
           separate account shall be equal to an amount ("X") determined by    
           the formula:

                    X equals P(AB plus (RxD)) - (R x D)

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           For purposes of applying the formula:  P is the Vested percentage   
           at the relevant time, AB is the account balance at the relevant     
           time, D is the amount of distribution, and R is the ratio of the    
           account balance at the relevant time to the account balance after   
           distribution.

6.6  DISTRIBUTION OF BENEFITS UPON DEATH

           (a) Unless otherwise elected as provided below, a Vested            
     Participant who dies before the annuity starting date and who has a       
     surviving spouse shall have the Pre-Retirement Survivor Annuity paid to   
     his surviving spouse.  The Participant's spouse may direct that payment   
     of the Pre-Retirement Survivor Annuity commence within a reasonable       
     period after the Participant's death.  If the spouse does not so direct,  
     payment of such benefit will commence at the time the Participant would   
     have attained the later of his Normal Retirement Age or age 62.  However, 
     the spouse may elect a later commencement date.  Any distribution to the  
     Participant's spouse shall be subject to the rules specified in Section   
     6.6(h).

           (b) Any election to waive the Pre-Retirement Survivor Annuity       
     before the Participant's death must be made by the Participant in writing 
     during the election period and shall require the spouse's irrevocable     
     consent in the same manner provided for in Section 6.5(a)(2).  Further,   
     the spouse's consent must acknowledge the specific nonspouse Beneficiary. 
     Notwithstanding the foregoing, the nonspouse Beneficiary need not be      
     acknowledged, provided the consent of the spouse acknowledges that the    
     spouse has the right to limit consent only to a specific Beneficiary and  
     that the spouse voluntarily elects to relinquish such right.

           (c) The election period to waive the Pre-Retirement Survivor        
     Annuity shall begin on the first day of the Plan Year in which the        
     Participant attains age 35 and end on the date of the Participant's       
     death.  An earlier waiver (with spousal consent) may be made provided a   
     written explanation of the Pre-Retirement Survivor Annuity is given to    
     the Participant and such waiver becomes invalid at the beginning of the   
     Plan Year in which the Participant turns age 35.  In the event a Vested   
     Participant separates from service prior to the beginning of the election 
     period, the election period shall begin on the date of such separation    
     from service.

           (d) With regard to the election, the Administrator shall provide    
     each Participant within the applicable period, with respect to such       
     Participant (and consistent with Regulations), a written explanation of   
     the Pre-Retirement Survivor Annuity containing comparable information to  
     that required pursuant to Section 6.5(a)(4).  For the purposes of this    
     paragraph, the term "applicable period" means, with respect to a          
     Participant, whichever of the following periods ends last:

           (1) 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;

           (2) A reasonable period after the individual becomes a Participant. 
           For this purpose, in the case of an individual who becomes a        
           Participant after age 32, the explanation must be provided by the   
           end of the three-year period beginning with the first day of the    
           first Plan Year for which the individual is a Participant;

           (3) A reasonable period ending after the Plan no longer fully       
           subsidizes the cost of the Pre-Retirement Survivor Annuity with     
           respect to the Participant;

           (4) A reasonable period ending after Code Section 401(a)(11)        
           applies to the Participant; or

           (5) A reasonable period after separation from service in the case   
           of a Participant who separates before attaining age 35.  For this   
           purpose, the Administrator must provide the explanation beginning   
           one year before the separation from service and ending one year     
           after separation.
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           (e) The Pre-Retirement Survivor Annuity provided for in this        
     Section shall apply only to Participants who are credited with an Hour of 
     Service on or after August 23, 1984.  Former Participants who are not     
     credited with an Hour of Service on or after August 23, 1984 shall be     
     provided with rights to the Pre-Retirement Survivor Annuity in accordance 
     with Section 303(e)(2) of the Retirement Equity Act of 1984.

           (f) If the value of the Pre-Retirement Survivor Annuity derived     
     from Employer and Employee contributions does not exceed $3,500 and has   
     never exceeded $3,500 at the time of any prior distribution, the          
     Administrator shall direct the immediate distribution of such amount to   
     the Participant's spouse.  No distribution may be made under the          
     preceding sentence after the annuity starting date unless the spouse      
     consents in writing.  If the value exceeds, or has ever exceeded at the   
     time of any prior distribution, $3,500, an immediate distribution of the  
     entire amount may be made to the surviving spouse, provided such          
     surviving spouse consents in writing to such distribution.  Any written   
     consent required under this paragraph must be obtained not more than 90   
     days before commencement of the distribution and shall be made in a       
     manner consistent with Section 6.5(a)(2).

           (g)(1) In the event there is an election to waive the               
     Pre-Retirement Survivor Annuity, and for death benefits in excess of the  
     Pre-Retirement Survivor Annuity, such death benefits shall be paid to the 
     Participant's Beneficiary by either of the following methods, as elected  
     by the Participant (or if no election has been made prior to the          
     Participant's death, by his Beneficiary) subject to the rules specified   
     in Section 6.6(h) and the selections made in the Adoption Agreement:

                 (i) One lump-sum payment in cash or in property;

                 (ii) Payment in monthly, quarterly, semi-annual, or annual    
                 cash installments over a period to be determined by the       
                 Participant or his Beneficiary.  After periodic installments  
                 commence, the Beneficiary shall have the right to reduce the  
                 period over which such periodic installments shall bc made,   
                 and the cash amount of such periodic installments shall be    
                 adjusted accordingly.

                 (iii) If death benefits in excess of the Pre-Retirement       
                 Survivor Annuity are to be paid to the surviving spouse, such 
                 benefits may be paid pursuant to (i) or (ii) above, or used   
                 to purchase an annuity so as to increase the payments made    
                 pursuant to the Pre-Retirement Survivor Annuity;

           (2) In the event the death benefit payable pursuant to Section 6.2  
           is payable in installments, then, upon the death of the             
           Participant, the Administrator may direct that the death benefit be 
           segregated and invested separately, and that the funds accumulated  
           in the segregated account be used for the payment of the            
           installments.

           (h) Notwithstanding any provision in the Plan to the contrary,      
     distributions upon the death of a Participant made on or after January 1, 
     1985, shall be made in accordance with the following requirements and     
     shall otherwise comply with Code Section 401(a)(9) and the Regulations    
     thereunder.

           (1) If it is determined, pursuant to Regulations, that the          
           distribution of a Participant's interest has begun and the          
           Participant dies before his entire interest has been distributed to 
           him, the remaining portion of such interest shall be distributed at 
           least as rapidly as under the method of distribution selected       
           pursuant to Section 6.5 as of his date of death.

           (2) If a Participant dies before he has begun to receive any        
           distributions of his interest in the Plan or before distributions   
           are deemed to have begun pursuant to Regulations, then his death    
           benefit

                                       43
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<PAGE>
           shall be distributed to his Beneficiaries in accordance with the    
           following rules subject to the selections made in the Adoption      
           Agreement and Subsections 6.6(h)(3) and 6.6(i) below:

                 (i) The entire death benefit shall be distributed to the      
                 Participant's Beneficiaries by December 31st of the calendar  
                 year in which the fifth anniversary of the Participant's      
                 death occurs;

                 (ii) The 5-year distribution requirement of (i) above shall   
                 not apply to any portion of the deceased Participant's        
                 interest which is payable to or for the benefit of a          
                 designated Beneficiary.  In such event, such portion shall be 
                 distributed over the life of such designated Beneficiary (or  
                 over a period not extending beyond the life expectancy of     
                 such designated Beneficiary) provided such distribution       
                 begins no later than December 31st of the calendar year       
                 immediately following the calendar year in which the          
                 Participant died;

                 (iii) However, in the event the Participant's spouse          
                 (determined as of the date of the Participant's death) is his 
                 designated Beneficiary, the provisions of (ii) above shall    
                 apply except that the requirement that distributions commence 
                 within one year of the Participant's death shall not apply.   
                 In lieu thereof distributions must commence on or before the  
                 later of:  (1) December 31st of the calendar year immediately 
                 following the calendar year in which the Participant died; or 
                 (2) December 31st of the calendar year in which the           
                 Participant would have attained age 70 1/2.  If the surviving
                 spouse dies before distributions to such spouse begin, then   
                 the 5-year distribution requirement of this Section shall     
                 apply as if the spouse was the Participant.

           (3) Notwithstanding subparagraph (2) above, or any selections made  
           in the Adoption Agreement, if a Participant's death benefits are to 
           be paid in the form of a Pre-Retirement Survivor Annuity, then      
           distributions to the Participant's surviving spouse must commence   
           on or before the later of:  (1) December 31st of the calendar year  
           immediately following the calendar year in  which the Participant   
           died; or (2) December 31st of the calendar year in which the        
           Participant would have attained age 70 1/2.

           (i) For purposes of Section 6.6(h)(2), the election by a designated 
     Beneficiary to be excepted from the 5-year distribution requirement (if   
     permitted in the Adoption Agreement) must be made no later than December  
     31st of the calendar year following the calendar year of the              
     Participant's death.  Except, however, with respect to a designated       
     Beneficiary who is the Participant's surviving spouse, the election must  
     be made by the earlier of:  (1) December 31st of the calendar year        
     immediately following the calendar year in which the Participant died or, 
     if later, the calendar year in which the Participant would have attained  
     age 70 1/2; or (2) December 31st of the calendar year which contains the
     fifth anniversary of the date of the Participant's death. An election by  
     a designated Beneficiary must be in writing and shall be irrevocable as   
     of the last day of the election period stated herein.  In the absence of  
     an election by the Participant or a designated Beneficiary, the 5-year    
     distribution requirement shall apply.

           (j) For purposes of this Section, the life expectancy of a          
     Participant and a Participant's spouse (other than in the case of a life  
     annuity) shall or shall not be redetermined annually as provided in the   
     Adoption Agreement and in accordance with Regulations.  If the            
     Participant or the Participant's spouse may elect, pursuant to the        
     Adoption Agreement, to have life expectancies recalculated, then the      
     election, once made shall be irrevocable.  If no election is made by the  
     time distributions must commence, then the life expectancy of the         
     Participant and the Participant's spouse shall not be subject to          
     recalculation.  Life expectancy and joint and last survivor expectancy    
     shall be computed using the return multiples in Tables V and VI of        
     Regulation Section 1.72-9.
                                       44
<PAGE>
<PAGE>
           (k) In the event that less than 100% of a Participant's interest in 
     the Plan is distributed to such Participant's spouse, the portion of the  
     distribution attributable to the Participant's Voluntary Contribution     
     Account shall be in the same proportion that the Participant's Voluntary  
     Contribution Account bears to the Participant's total interest in the     
     Plan.

           (1) Subject to the spouse's right of consent afforded under the     
           Plan, the restrictions imposed by this Section shall not apply if a 
           Participant has, prior to January 1, 1984, made a written           
           designation to have his death benefits paid in an alternative       
           method acceptable under Code Section  401(a) as in effect prior to  
           the enactment of the Tax Equity and Fiscal Responsibility Act of    
           1982.

6.7  TIME OF SEGREGATION OR DISTRIBUTION

     Except as limited by Sections 6.5 and 6.6, whenever a distribution is to
be made, or a series of payments are to commence, on or as of an Anniversary
Date, the distribution or series of payments may be made or begun on such date
or as soon thereafter as is practicable, but in no event later than 180 days
after the Anniversary Date.  However, unless a Former Participant elects in
writing to defer the receipt of benefits (such election may not result in a
death benefit that is more than incidental), the payment of benefits shall
begin not later than the 60th day after the close of the Plan Year in which
the latest of the following events occurs:  (a) the date on which the
Participant attains the earlier of age 65 or the Normal Retirement Age
specified herein; (b) the 10th anniversary of the year in which the
Participant commenced participation in the Plan; or (c) the date the
Participant terminates his service with the Employer.

       Notwithstanding the foregoing, the failure of a Participant and, if
applicable, the Participant's spouse, to consent to a distribution pursuant to
Section 6.5(d), shall be deemed to be an election to defer the commencement of
payment of any benefit sufficient to satisfy this Section.

6.8  DISTRIBUTION FOR MINOR BENEFICIARY

     In the event a distribution is to be made to a minor, then the
Administrator may direct that such distribution be paid to the legal guardian,
or if none, to a parent of such Beneficiary or a responsible adult with whom
the Beneficiary maintains his residence, or to the custodian for such
Beneficiary under the Uniform Gift to Minors Act or Gift to Minors Act, if
such is permitted by the laws of the state in which said Beneficiary resides. 
Such a payment to the legal guardian, custodian or parent of a minor
Beneficiary shall fully discharge the Trustee, Employer, and Plan from further
liability on account thereof.

6.9  LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

     In the event that all, or any portion, of the distribution payable to a
Participant or his Beneficiary hereunder shall, at the later of the
Participant's attainment of age 62 or his Normal Retirement Age, remain unpaid
solely by reason of the inability of the Administrator, after sending a
registered letter, return receipt requested, to the last known address, and
after further diligent effort, to ascertain the whereabouts of such
Participant or his Beneficiary, the amount so distributable shall be treated
as a Forfeiture pursuant to the Plan.  In the event a Participant or
Beneficiary is located subsequent to his benefit being reallocated, such
benefit shall be restored, first from Forfeitures, if any, and then from an
additional Employer contribution if necessary.

6.10 PRE-RETIREMENT DISTRIBUTION

     For Profit Sharing Plans and 401(k) Profit Sharing Plans, if elected in
the Adoption Agreement, at such time as a Participant shall have attained the
age specified in the Adoption Agreement, the Administrator, at the election of
the Participant, shall direct the distribution of up to the entire amount then
credited to the accounts maintained on behalf of the Participant.  However, no
such distribution from the Participant's Account shall occur prior to 100%
Vesting.  In the event that the Administrator makes such a distribution, the
Participant shall continue to be eligible
                                       45
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to participate in the Plan on the same basis as any other Employee.  Any
distribution made pursuant to this Section shall be made in a manner
consistent with Section 6.5, including, but not limited to, all notice and
consent requirements of Code Sections 411(a)(11) and 417 and the Regulations
thereunder.

6.11 ADVANCE DISTRIBUTION FOR HARDSHIP

           (a) For Profit Sharing Plans, if elected in the Adoption Agreement, 
     the Administrator, at the election of the Participant, shall direct the   
     distribution to any Participant in any one Plan Year up to the lesser of  
     100% of his Participant's Combined Account valued as of the last          
     Anniversary Date or other valuation date or the amount necessary to       
     satisfy the immediate and heavy financial need of the Participant.  Any   
     distribution made pursuant to this Section shall be deemed to be made as  
     of the first day of the Plan Year or, if later, the valuation date        
     immediately preceding the date of distribution, and the account from      
     which the distribution is made shall be reduced accordingly.  Withdrawal  
     under this Section shall be authorized only if the distribution is on     
     account of:

           (1) Medical expenses described in Code Section 213(d) incurred by   
           the Participant, his spouse, or any of his dependents (as defined   
           in Code Section 152) or expenses necessary for these persons to     
           obtain medical care;

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

           (3) Funeral expenses for a member of the Participant's family;

           (4) Payment of tuition and related educational fees for the next 12 
           months of post-secondary education for the Participant, his spouse, 
           children, or dependents; or

           (5) The need to prevent the eviction of the Participant from his    
           principal residence or foreclosure on the mortgage of the           
           Participant's principal residence.

           (b) No such distribution shall be made from the Participant's       
     Account until such Account has become fully Vested.

           (c) Any distribution made pursuant to this Section shall be made in 
     a manner which is consistent with and satisfies the provisions of Section 
     6.5, including, but not limited to, all notice and consent requirements   
     of Code Sections 411(a)(11) and 417 and the Regulations thereunder.

6.12 LIMITATIONS ON BENEFITS AND DISTRIBUTIONS

     All rights and benefits, including elections, provided to a Participant
in this Plan shall be subject to the rights afforded to any "alternate payee"
under a "qualified domestic relations order."  Furthermore, a distribution to
an "alternate payee" shall be permitted if such distribution is authorized by
a "qualified domestic relations order," even if the affected Participant has
not reached the "earliest retirement age" under the Plan.  For the purposes of
this Section, "alternate payee," "qualified domestic relations order" and
"earliest retirement age" shall have the meaning set forth under Code Section
414(p).

6.13 SPECIAL RULE FOR NON-ANNUITY PLANS

     If elected in the Adoption Agreement, the following shall apply to a
Participant in a Profit Sharing Plan or 401(k) Profit Sharing Plan and to any
distribution, made on or after the first day of the first plan year beginning
after December 31, 1988, from or under a separate account attributable solely
to accumulated deductible employee contributions, as defined in Code Section
72(o)(5)(B), and maintained on behalf of a participant in a money purchase
pension plan, (including a target benefit plan):

                                       46
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           (a) The Participant shall be prohibited from electing benefits in   
     the form of a life annuity;

           (b) Upon the death of the Participant, the Participant's entire     
     Vested account balances will be paid to his or her surviving spouse, or,  
     if there is no surviving spouse or the surviving spouse has already       
     consented to waive his or her benefit, in accordance with Section 6.6, to 
     his designated Beneficiary;

           (c) Except to the extent otherwise provided in this Section and     
     Section 6.5(h), the other provisions of Sections 6.2, 6.5 and 6.6         
     regarding spousal consent and the forms of distributions shall be         
     inoperative with respect to this Plan.

           (d) If a distribution is one to which Sections 401(a)(11) and 417   
     of the Internal Revenue Code do not apply, such distribution may commence 
     less than 30 days after the notice required under Section 1.411(a)-11(c)  
     of the Income Tax Regulations is given, provided that:

           (1) the Plan Administrator clearly informs the Participant that the 
           Participant has a right to a period of at least 30 days after the   
           notice to consider the decision of whether or not to elect a        
           distribution (and, if applicable, a particular distribution         
           option), and

           (2) the Participant, after receiving the notice, affirmatively      
           elects a distribution.

     This Section shall not apply to any Participant if it is determined that
this Plan is a direct or indirect transferee of a defined benefit plan or
money purchase plan, or a target benefit plan, stock bonus or profit sharing
plan which would otherwise provide for a life annuity form of payment to the
Participant.
                                ARTICLE VII
                                  TRUSTEE

7.1  BASIC RESPONSIBILITIES OF THE TRUSTEE

     The Trustee shall have the following categories of responsibilities:

           (a) Consistent with the "funding policy and method" determined by   
     the Employer to invest, manage, and control the Plan assets subject,      
     however, to the direction of an Investment Manager if the Employer should 
     appoint such manager as to all or a portion of the assets of the Plan;

           (b) At the direction of the Administrator, to pay benefits required 
     under the Plan to be paid to Participants, or, in the event of their      
     death, to their Beneficiaries; 

           (c) To maintain records of receipts and disbursements and furnish   
     to the Employer and/or Administrator for each Plan Year a written annual  
     report per Section 7.7; and

           (d) If there shall be more than one Trustee, they shall act by a    
     majority of their number, but may authorize one or more of them to sign   
     papers on their behalf.

7.2  INVESTMENT POWERS AND DUTIES OF THE TRUSTEE

           (a) The Trustee shall invest and reinvest the Trust Fund to keep    
     the Trust Fund invested without distinction between principal and income  
     and in such securities or property, real or personal, wherever situated,  
     as the Trustee shall deem advisable, including, but not limited to,       
     stocks, common or preferred, bonds and other evidences of indebtedness or 
     ownership, and real estate or any interest therein.  The Trustee shall at 
     all times in making investments of the Trust Fund consider, among other   
     factors, the short and long-term financial needs of the Plan on the basis 
     of information furnished by the Employer.  In making

                                       47
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<PAGE>
     such investments, the Trustee shall not be restricted to securities or    
     other property of the character expressly authorized by the applicable    
     law for trust investments; however, the Trustee shall give due regard to  
     any limitations imposed by the Code or the Act so that at all times this  
     Plan may qualify as a qualified Plan and Trust.

           (b) The Trustee may employ a bank or trust company pursuant to the  
     terms of its usual and customary bank agency agreement, under which the   
     duties of such bank or trust company shall be of a custodial, clerical    
     and record-keeping nature.

           (c) The Trustee may from time to time transfer to a common,         
     collective, or pooled trust fund maintained by any corporate Trustee      
     hereunder pursuant to Revenue Ruling 81-100, all or such part of the      
     Trust Fund as the Trustee may deem advisable, and such part or all of the 
     Trust Fund so transferred shall be subject to all the terms and           
     provisions of the common, collective, or pooled trust fund which          
     contemplate the commingling for investment purposes of such trust assets  
     with trust assets of other trusts.  The Trustee may withdraw from such    
     common, collective, or pooled trust fund all or such part of the Trust    
     Fund as the Trustee may deem advisable.

           (d) The Trustee, at the direction of the Administrator and pursuant 
     to instructions from the individual designated in the Adoption Agreement  
     for such purpose and subject to the conditions set forth in the Adoption  
     Agreement, shall ratably apply for, own, and pay all premiums on          
     Contracts on the lives of the Participants.  Any initial or additional    
     Contract purchased on behalf of a Participant shall have a face amount of 
     not less than $1,000, the amount set forth in the Adoption Agreement, or  
     the limitation of the Insurer, whichever is greater.  If a life insurance 
     Contract is to be purchased for a Participant, the aggregate premium for  
     ordinary life insurance for each Participant must be less than 50% of the 
     aggregate contributions and Forfeitures allocated to a Participant's      
     Combined Account.  For purposes of this limitation, ordinary life         
     insurance Contracts are Contracts with both non-decreasing death benefits 
     and non-increasing premiums.  If term insurance or universal life         
     insurance is purchased with such contributions, the aggregate premium     
     must be 25% or less of the aggregate contributions and Forfeitures        
     allocated to a Participant's Combined Account.  If both term insurance    
     and ordinary life insurance are purchased with such contributions, the    
     amount expended for term insurance plus one-half of the premium for       
     ordinary life insurance may not in the aggregate exceed 25% of the        
     aggregate Employer contributions and Forfeitures allocated to a           
     Participant's Combined Account.  The Trustee must distribute the          
     Contracts to the Participant or convert the entire value of the Contracts 
     at or before retirement into cash or  provide for a periodic income so    
     that no portion of such value may be used to continue life insurance      
     protection beyond retirement.  Notwithstanding the above, the limitations 
     imposed herein with respect to the purchase of life insurance shall not   
     apply, in the case of a Profit Sharing Plan, to the portion of a          
     Participant's Account that has accumulated for at least two (2) Plan      
     Years.

           Notwithstanding anything hereinabove to the contrary, amounts       
     credited to a Participant's Qualified Voluntary Employee Contribution     
     Account pursuant to Section 4.9, shall not be applied to the purchase of  
     life insurance contracts.

           (e) The Trustee will be the owner of any life insurance Contract    
     purchased under the terms of this Plan.  The Contract must provide that   
     the proceeds will be payable to the Trustee; however, the Trustee shall   
     be required to pay over all proceeds of the Contract to the Participant's 
     designated Beneficiary in accordance with the distribution provisions of  
     Article VI.  A Participant's spouse will be the designated Beneficiary    
     pursuant to Section 6.2, unless a qualified election has been made in     
     accordance with Sections 6.5 and 6.6 of the Plan, if applicable.  Under   
     no circumstances shall the Trust retain any part of the proceeds.         
     However, the Trustee shall not pay the proceeds in a method that would    
     violate the requirements of the Retirement Equity Act, as stated in       
     Article VI of the Plan, or Code Section 401(a)(9) and the Regulations     
     thereunder.
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7.3  OTHER POWERS OF THE TRUSTEE

     The Trustee, in addition to all powers and authorities under common law,
statutory authority, including the Act, and other provisions of this Plan,
shall have the following powers and authorities to be exercised in the
Trustee's sole discretion:

           (a) To purchase, or subscribe for, any securities or other property 
     and to retain the same.  In conjunction with the purchase of securities,  
     margin accounts may be opened and maintained;

           (b) To sell, exchange, convey, transfer, grant options to purchase, 
     or otherwise dispose of any securities or other property held by the      
     Trustee, by private contract or at public auction.  No person dealing     
     with the Trustee shall be bound to see to the application of the purchase 
     money or to inquire into the validity, expediency, or propriety of any    
     such sale or other disposition, with or without advertisement;

           (c) To vote upon any stocks, bonds, or other securities; to give    
     general or special proxies or powers of attorney with or without power of 
     substitution; to exercise any conversion privileges, subscription rights  
     or other options, and to make any payments incidental thereto; to oppose, 
     or to consent to, or otherwise participate in, corporate reorganizations  
     or other changes affecting corporate securities, and to delegate          
     discretionary powers, and to pay any assessments or charges in connection 
     therewith; and generally to exercise any of the powers of an owner with   
     respect to stocks, bonds, securities, or other property;

           (d) To cause any securities or other property to be registered in   
     the Trustee's own name or in the name of one or more of the Trustee's     
     nominees, and to hold any investments in bearer form, but the books and   
     records of the Trustee shall at all times show that all such investments  
     are part of the Trust Fund;

           (e) To borrow or raise money for the purposes of the Plan in such   
     amount, and upon such terms and conditions, as the Trustee shall deem     
     advisable; and for any sum so borrowed, to issue a promissory note as     
     Trustee, and to secure the repayment thereof by pledging all, or any      
     part, of the Trust Fund; and no person lending money to the Trustee shall 
     be bound to see to the application of the money lent or to inquire into   
     the validity, expediency, or propriety of any borrowing;

           (f) To keep such portion of the Trust Fund in cash or cash balances 
     as the Trustee may, from time to time, deem to be in the best interests   
     of the Plan, without liability for interest thereon;

           (g) To accept and retain for such time as it may deem advisable any 
    securities or other property received or acquired by it as Trustee         
    hereunder, whether or not such securities or other property would          
    normally be purchased as investments hereunder;

           (h) To make, execute, acknowledge, and deliver any and all          
     documents of transfer and conveyance and any and all other instruments    
     that may be necessary or appropriate to carry out the powers herein       
     granted;

           (i) To settle, compromise, or submit to arbitration any claims,     
     debts, or damages due or owing to or from the Plan, to commence or defend 
     suits or legal or administrative proceedings, and to represent the Plan   
     in all suits and legal and administrative proceedings;

           (j) To employ suitable agents and counsel and to pay their          
     reasonable expenses and compensation, and such agent or counsel may or    
     may not be agent or counsel for the Employer;

           (k) To apply for and procure from the Insurer as an investment of   
     the Trust Fund such annuity, or other Contracts (on the life of any       
     Participant) as the Administrator shall deem proper; to exercise, at any  
     time or from time to time, whatever rights and privileges may be granted  
     under such annuity, or other

                                       49
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     Contracts; to collect, receive, and settle for the proceeds of all such   
     annuity, or other Contracts as and when entitled to do so under the       
     provisions thereof;

           (l) To invest funds of the Trust in time deposits or savings        
     accounts bearing a reasonable rate of interest in the Trustee's bank;

           (m) To invest in Treasury Bills and other forms of United States    
     government obligations;

           (n) To sell, purchase and acquire put or call options if the        
     options are traded on and purchased through a national securities         
     exchange registered under the Securities Exchange Act of 1934, as         
     amended, or, if the options are not traded on a national securities       
     exchange, are guaranteed by a member firm of the New York Stock Exchange;

           (o) To deposit monies in federally insured savings accounts or      
     certificates of deposit in banks or savings and loan associations;

           (p) To pool all or any of the Trust Fund, from time to time, with   
     assets belonging to any other qualified employee pension benefit trust    
     created by the Employer or any Affiliated Employer, and to commingle such 
     assets and make joint or common investments and carry joint accounts on   
     behalf of this Plan and such other trust or trusts, allocating undivided  
     shares or interests in such investments or accounts or any pooled assets  
     of the two or more trusts in accordance with their respective interests;

           (q) To do all such acts and exercise all such rights and            
     privileges, although not specifically mentioned herein, as the Trustee    
     may deem necessary to carry out the purposes of the Plan.

           (r) Directed Investment Account.  The powers granted to the Trustee 
     shall be exercised in the sole fiduciary discretion of the Trustee.       
     However, if elected in the Adoption Agreement, each Participant may       
     direct the Trustee to separate and keep separate all or a portion of his  
     interest in the Plan; and further each Participant is authorized and      
     empowered, in his sole and absolute discretion, to give directions to the 
     Trustee in such form as the Trustee may require concerning the investment 
     of the Participant's Directed Investment Account, which directions must   
     be followed by the Trustee subject, however, to restrictions on payment   
     of life insurance premiums.  Neither the Trustee nor any other persons    
     including the Administrator or otherwise shall be under any duty to       
     question any such direction of the Participant or to review any           
     securities or other property, real or personal, or to make any            
     suggestions to the Participant in connection therewith, and the Trustee   
     shall comply as promptly as practicable with directions given by the      
     Participant hereunder.  Any such direction may be of a continuing nature  
     or otherwise and may be revoked by the Participant at any time in such    
     form as the Trustee may require.  The Trustee may refuse to comply with   
     any direction from the Participant in the event the Trustee, in its sole  
     and absolute discretion, deems such directions improper by virtue of      
     applicable law, and in such event, the Trustee shall not be responsible   
     or liable for any loss or expense which may result.  Any costs and        
     expenses related to compliance with the Participant's directions shall be 
     borne by the Participant's Directed Investment Account.

           Notwithstanding anything hereinabove to the contrary, the Trustee   
     shall not, at any time after December 31, 1981, invest any portion of a   
     Directed Investment Account in "collectibles" within the meaning of that  
     term as employed in Code Section 408(m).

7.4  LOANS TO PARTICIPANTS

           (a) If specified in the Adoption Agreement, the Trustee (or, if     
     loans are treated as Directed Investment pursuant to the Adoption         
     Agreement, the Administrator) may, in the Trustee's (or, if applicable,   
     the Administrator's) sole discretion, make loans to Participants or       
     Beneficiaries under the following circumstances:  (1) loans shall be made 
     available to all Participants and Beneficiaries on a reasonably

                                       50
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     equivalent basis; (2) loans shall not be made available to Highly         
     Compensated Employees in an amount greater than the amount made available 
     to other Participants; (3) loans shall bear a reasonable rate of          
     interest; (4) loans shall be adequately secured; and (5) shall provide    
     for periodic repayment over a reasonable period of time.

           (b) Loans shall not be made to any Shareholder-Employee or          
     Owner-Employee unless an exemption for such loan is obtained pursuant to  
     Act Section 408 and further provided that such loan would not be subject  
     to tax pursuant to Code Section 4975.

           (c) Loans shall not bc granted to any Participant that provide for  
     a repayment period extending beyond such Participant's Normal Retirement  
     Date.

           (d) Loans made pursuant to this Section (when added to the          
     outstanding balance of all other loans made by the Plan to the            
     Participant) shall be limited to the lesser of:

           (1) $50,000 reduced by the excess (if any) of the highest           
           outstanding balance of loans from the Plan to the Participant       
           during the one year period ending on the day before the date on     
           which such loan is made, over the outstanding balance of loans from 
           the Plan to the Participant on the date  on which such loan was     
           made, or

           (2) the greater of (A) one-half (1/2) of the present value of the   
           non-forfeitable accrued benefit of the Employee under the Plan, or  
           (B), if permitted pursuant to the Adoption Agreement, $10,000.

           For purposes of this limit, all plans of the Employer shall be      
     considered one plan. Additionally, with respect to any loan made prior to 
     January 1, 1987, the $50,000 limit specified in (1) above shall be        
     unreduced.

           (e) No Participant loan shall take into account the present value   
     of such Participant's Qualified Voluntary Employee Contribution Account.

           (f) Loans shall provide for level amortization with payments to be  
     made not less frequently than quarterly over a period not to exceed five  
     (5) years.  However, loans used to acquire any dwelling unit which,       
     within a reasonable time, is to be used (determined at the time the loan  
     is made) as a principal residence of the Participant shall provide for    
     periodic repayment over a reasonable period of time that may exceed five  
     (5) years.  Notwithstanding the foregoing, loans made prior to January 1, 
     1987 which are used to acquire, construct, reconstruct or substantially   
     rehabilitate any dwelling unit which, within a reasonable period of time  
     is to be used (determined at the time the loan is made) as a principal    
     residence of the Participant or a member of his family (within the        
     meaning of Code Section 267(c)(4)) may provide for periodic repayment     
     over a reasonable period of time that may exceed five (5) years.          
     Additionally, loans made prior to January 1, 1987, may provide for        
     periodic payments which are made less frequently than quarterly and which 
     do not necessarily result in level amortization.

           (g) An assignment or pledge of any portion of a Participant's       
     interest in the Plan and a loan, pledge, or assignment with respect to    
     any insurance Contract purchased under the Plan, shall be treated as a    
     loan under this Section.

           (h) Any loan made pursuant to this Section after August 18, 1985    
     where the Vested interest of the Participant is used to secure such loan  
     shall require the written consent of the Participant's spouse in a manner 
     consistent with Section 6.5(a) provided the spousal consent requirements  
     of such Section apply to the Plan.  Such written consent must be obtained 
     within the 90-day period prior to the date the loan is made.  Any         
     security interest held by the Plan by reason of an outstanding loan to    
     the Participant shall be taken into account in determining the amount of  
     the death benefit or Pre-Retirement Survivor Annuity. However, no

                                       51
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     spousal consent shall be required under this paragraph if the total       
     accrued benefit subject to the security is not in excess of $3,500.

           (i) With regard to any loans granted or renewed on or after the     
     last day of the first Plan Year beginning after December 31, 1988, a      
     Participant loan program shall be established which must include, but     
     need not be limited to, the following:

           (1) the identity of the person or positions authorized to           
           administer the Participant loan program;

           (2) a procedure for applying for loans;

           (3) the basis on which loans will be approved or denied;

           (4) limitations, if any, on the types and amounts of loans offered, 
           including what constitutes a hardship or financial need if selected 
           in the Adoption Agreement;

           (5) the procedure under the program for determining a reasonable    
           rate of interest;

           (6) the types of collateral which may secure a Participant loan;    
            and

           (7) the events constituting default and the steps that will be      
           taken to preserve plan assets.

           Such Participant loan program shall be contained in a separate      
     written document which, when properly executed, is hereby incorporated by 
     reference and made a part of this plan.  Furthermore, such Participant    
     loan program may be modified or amended in writing from time to time      
     without the necessity of amending this Section of the Plan.

7.5  DUTIES OF THE TRUSTEE REGARDING PAYMENTS

     At the direction of the Administrator, the Trustee shall, from time to
time, in accordance with the terms of the Plan, make payments out of the Trust
Fund.  The Trustee shall not be responsible in any way for the application of
such payments.

7.6  TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES

     The Trustee shall be paid such  reasonable compensation as set forth in
the Trustee's fee schedule (if the Trustee has such a schedule) or as agreed 
upon in writing by the Employer and the Trustee.  An individual serving as
Trustee who already receives full-time pay from the Employer shall not receive
compensation from this Plan.  In addition, the Trustee shall be reimbursed for
any reasonable expenses, including reasonable counsel fees incurred by it  as
Trustee.  Such compensation and expenses shall be paid from the Trust Fund
unless paid or advanced by the Employer.  All taxes of any kind and all kinds
whatsoever that may bc levied or assessed under existing or future laws upon,
or in respect of, the Trust Fund or the income thereof, shall be paid from the
Trust Fund.

7.7  ANNUAL REPORT OF THE TRUSTEE

     Within a reasonable period of time after the later of the Anniversary
Date or receipt of the Employer's contribution for each Plan Year, the
Trustee, or its agent, shall furnish to the Employer and Administrator a
written statement of account with respect to the Plan Year for which such
contribution was made setting forth:

           (a) the net income, or loss, of the Trust Fund;

           (b) the gains, or losses, realized by the Trust Fund upon sales or  
     other disposition of the assets;

                                       52
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           (c) the increase, or decrease, in the value of the Trust Fund;

           (d) all payments and distributions made from the Trust Fund; and

           (e) such further information as the Trustee and/or Administrator    
     deems appropriate. The Employer, forthwith upon its receipt of each such  
     statement of account, shall acknowledge receipt thereof in writing and    
     advise the Trustee and/or Administrator of its approval or disapproval    
     thereof.  Failure by the Employer to disapprove any such statement of     
     account within thirty (30) days after its receipt thereof shall be deemed 
     an approval thereof.  The approval by the Employer of any statement of    
     account shall be binding as to all matters embraced therein as between    
     the Employer and the Trustee to the same extent as if the account of the  
     Trustee had been settled by judgment or decree in an action for a         
     judicial settlement of its account in a court of competent jurisdiction   
     in which the Trustee, the Employer and all persons having or claiming an  
     interest in the Plan were parties; provided, however, that nothing herein 
     contained shall deprive the Trustee of its right to have its accounts     
     judicially settled if the Trustee so desires.

7.8  AUDIT

           (a) If an audit of the Plan's records shall be required by the Act  
     and the regulations thereunder for any Plan Year, the Administrator shall 
     direct the Trustee to engage on behalf of all Participants an independent 
     qualified public accountant for that purpose.  Such accountant shall,     
     after an audit of the books and records of the Plan in accordance with    
     generally accepted auditing standards, within a reasonable period after   
     the close of the Plan Year, furnish to the Administrator and the Trustee  
     a report of his audit setting forth his opinion as to whether any         
     statements, schedules or lists, that are required by Act Section 103 or   
     the Secretary of Labor to be filed with the Plan's annual report, are     
     presented fairly in conformity with generally accepted accounting         
     principles applied consistently.

           (b) All auditing and accounting fees shall be an expense of and     
     may, at the election of the Administrator, be paid from the Trust Fund.

           (c) If some or all of the information necessary to enable the       
     Administrator to comply with Act Section 103 is maintained by a bank,     
     insurance company, or similar institution, regulated and supervised and   
     subject to periodic examination by a state or federal agency, it shall    
     transmit and certify the accuracy of that information to the              
     Administrator as provided in Act Section 103(b) within one hundred twenty 
     (120) days after the end of the Plan Year or such other date as may be    
     prescribed under regulations of the Secretary of Labor.

7.9  RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE

           (a) The Trustee may resign at any time by delivering to the         
     Employer, at least thirty (30) days before its effective date, a written  
     notice of his resignation.

           (b) The Employer may remove the Trustee by mailing by registered or 
     certified mail, addressed to such Trustee at his last known address, at   
     least thirty (30) days before its effective date, a written notice of his 
     removal.

           (c) Upon the death, resignation, incapacity, or removal of any      
     Trustee, a successor may be appointed by the Employer; and such           
     successor, upon accepting such appointment in writing and delivering same 
     to the Employer, shall, without further act, become vested with all the   
     estate, rights, powers, discretions, and duties of his predecessor with   
     like respect as if he were originally named as a Trustee herein.  Until   
     such a successor is appointed, the remaining Trustee or Trustees shall    
     have full authority to act under the terms of the Plan.

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           (d) The Employer may designate one or more successors prior to the  
     death, resignation, incapacity, or removal of a Trustee.  In the event a  
     successor is so designated by the Employer and accepts such designation,  
     the successor shall, without further act, become vested with all the      
     estate, rights, powers, discretions, and duties of his predecessor with   
     the like effect as if he were originally named as Trustee herein          
     immediately upon the death, resignation, incapacity, or removal of his    
     predecessor.

           (e) Whenever any Trustee hereunder ceases to serve as such, he      
     shall furnish to the Employer and Administrator a written statement of    
     account with respect to the portion of the Plan Year during which he      
     served as Trustee.  This statement shall be either (i) included as part   
     of the annual statement of account for the Plan Year required under       
     Section 7.7 or (ii) set forth in a special statement.  Any such special   
     statement of account should be rendered to the Employer no later than the 
     due date of the annual statement of account for the Plan Year.  The       
     procedures set forth in Section 7.7 for the approval by the Employer of   
     annual statements of account shall apply to any special statement of      
     account rendered hereunder and approval by the Employer of any such       
     special statement in the manner provided in Section 7.7 shall have the    
     same effect upon the statement as the Employer's approval of an annual    
     statement of account.  No successor to the Trustee shall have any duty or 
     responsibility to investigate the acts or transactions of any predecessor 
     who has rendered all statements of account required by Section 7.7 and    
     this subparagraph.

7.10 TRANSFER OF INTEREST

     Notwithstanding any other provision contained in this Plan, the Trustee
at the direction of the Administrator shall transfer the Vested interest, if
any, of such Participant in his account to another trust forming part of a
pension, profit sharing, or stock bonus plan maintained by such Participant's
new employer and represented by said employer in writing as meeting the
requirements of Code Section 401(a), provided that the trust to which such
transfers are made permits the transfer to be made.

           (a) Notwithstanding any provision of the plan to the contrary, with 
     respect to distributions made after December 31, 1992, a Participant      
     shall be permitted to elect to have any "eligible rollover distribution"  
     transferred directly to an "eligible retirement plan" specified by the    
     Participant.  The Plan provisions otherwise applicable to distributions   
     continue to apply to the direct transfer option.  The Participant shall,  
     in the time and manner prescribed by the Administrator, specify the       
     amount to be directly transferred and the "eligible retirement plan" to   
     receive the transfer.  Any portion of a distribution which is not         
     transferred shall be distributed to the Participant.

           (b) For purposes of this Section, the term "eligible rollover       
     distribution" means any distribution other than a distribution of         
     substantially equal periodic payments over the life or life expectancy of 
     the Participant (or joint life or joint life expectancies of the          
     Participant and the designated Beneficiary) or a distribution over a      
     period certain of ten years or more.  Amounts required to be distributed  
     under Code Section 401(a)(9) are not eligible rollover distributions.     
     The direct transfer option described in subsection (a) applies only to    
     eligible rollover distributions which would otherwise be includible in    
     gross income if not transferred.

           (c) For purposes of this Section, the term "eligible retirement     
     plan" means an individual retirement account as described in Code Section 
     408(a), an individual retirement annuity as described in Code Section     
     408(b), an annuity plan as described in Code Section 403(a), or a defined 
     contribution plan as described in Code Section 401(a) which is exempt     
     from tax under Code Section 501(a) and which accepts rollover             
     distributions.

           (d) The election described in subsection (a) also applies to the    
     surviving spouse after the Participant's death; however, distributions to 
     the surviving spouse may only be transferred to an individual retirement  
     account or individual retirement annuity. For purposes of subsection (a), 
     a spouse or former
                                       54
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     spouse who is the alternate payee under a qualified domestic relations    
     order as defined in Code Section 414(p) will be treated as the            
     Participant.

7.11 TRUSTEE INDEMNIFICATION

     The Employer agrees to indemnify and save harmless the Trustee against
any and all claims, losses, damages, expenses and liabilities the Trustee may
incur in the exercise and performance of the Trustee's powers and duties
hereunder, unless the same are determined to be due to gross negligence or
willful misconduct.

7.12 EMPLOYER SECURITIES AND REAL PROPERTY

     The Trustee shall be empowered to acquire and hold "qualifying Employer
securities" and "qualifying Employer real property," as those terms are
defined in the Act.  However, no more than 100%, in the case of a Profit
Sharing Plan or 401(k) Plan or 10%, in the case of a Money Purchase Plan of
the fair market value of all the assets in the Trust Fund may be invested in
"qualifying Employer securities" and "qualifying Employer real property."

                               ARTICLE VIII
                    AMENDMENT, TERMINATION, AND MERGERS

8.1  AMENDMENT

           (a) The Employer shall have the right at any time to amend this     
     Plan subject to the limitations of this Section.  However, any amendment  
     which affects the rights, duties or responsibilities of the Trustee and   
     Administrator may only be made with the Trustee's and Administrator's     
     written  consent.  Any such amendment shall become effective as provided  
     therein upon its execution.  The Trustee shall not be required to execute 
     any such amendment unless the amendment affects the duties of the Trustee 
     hereunder.

           (b) The Employer may (1) change the choice of options in the        
     Adoption Agreement (2) add overriding language in the Adoption Agreement  
     when such language is necessary to satisfy Code Sections 415 or 416       
     because of the required aggregation of multiple plans, and (3) 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 an individually designed plan.  An Employer that amends the    
     Plan for any other reason, including a waiver of the minimum funding      
     requirement under Code Section 412(d), will no longer participate in this 
     Regional Prototype Plan and will be considered to have an individually    
     designed plan.

           (c) The Employer expressly delegates authority to the sponsoring    
     organization of this Plan, the right to amend this Plan by submitting a   
     copy of the amendment to each Employer who has adopted this Plan after    
     first having received a ruling or favorable determination from the        
     Internal Revenue Service that the Plan as amended qualifies under Code    
     Section 401(a) and the Act.

           (d) No amendment to the Plan shall be effective if it authorizes or 
     permits any part of the Trust Fund (other than such part as is required   
     to pay taxes and administration expenses) to be used for or diverted to   
     any purpose other than for the exclusive benefit of the Participants or   
     their Beneficiaries or estates; or causes any reduction in the amount     
     credited to the account of any Participant; or causes or permits any      
     portion of the Trust Fund to revert to or become property of the          
     Employer.

           (e) Except as permitted by Regulations (including Regulation 1.411  
     (d)-4), no Plan amendment or transaction having the effect of a Plan      
     amendment (such as a merger, plan transfer or similar transaction) shall  
     be effective if it eliminates or reduces any "Section 411(d)(6) protected 
     benefit" or adds or modifies conditions relating to "Section 411(d)(6)    
     protected benefits" the result of which is a further restriction on such  
     benefit unless such protected benefits are preserved with respect to      
     benefits accrued as of the later of the adoption date or effective date   
     of the amendment.  "Section 411(d)(6) protected benefits" are benefits
                                       55
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     described in Code Section 411(d)(6)(A), early retirement benefits and     
     retirement-type subsidies, and optional forms of benefit.

8.2  TERMINATION

           (a) The Employer shall have the right at any time to terminate the  
     Plan by delivering to the Trustee and Administrator written notice of     
     such termination. Upon any full or partial termination all amounts        
     credited to the affected Participants' Combined Accounts shall become     
     100% Vested and shall not thereafter be subject to forfeiture, and all    
     unallocated amounts shall be allocated to the accounts of all             
     Participants in accordance with the provisions hereof.

           (b) Upon the full termination of the Plan, the Employer shall       
     direct the distribution of the assets to Participants in a manner which   
     is consistent with and satisfies the provisions of Section 6.5.           
     Distributions to a Participant shall be made in cash (or in property if   
     permitted in the  Adoption Agreement) or through the purchase of          
     irrevocable nontransferable deferred commitments from the Insurer.        
     Except as permitted by Regulations, the termination of the Plan shall not 
     result in the reduction of "Section 411(d)(6) protected benefits" as      
     described in Section 8.1.

8.3  MERGER OR CONSOLIDATION

     This Plan may be merged or consolidated with, or its assets and/or
liabilities may be transferred to any other plan only if the benefits which
would be received by a Participant of this Plan, in the event of a termination
of the plan immediately after such transfer, merger or consolidation, are at
least equal to the benefits the Participant would have received if the Plan
had terminated immediately before the transfer, merger or consolidation and
such merger or consolidation does not otherwise result in the elimination or
reduction of any "Section 411(d)(6) protected benefits" as described in
Section 8.1(e).

                                ARTICLE IX
                               MISCELLANEOUS

9.1  EMPLOYER ADOPTIONS

           (a) Any organization may become the Employer hereunder by executing 
     the Adoption Agreement in form satisfactory to the Trustee, and it shall  
     provide such additional information as the Trustee may require.  The      
     consent of the Trustee to act as such shall bc signified by its execution 
     of the Adoption Agreement.

           (b) Except as otherwise provided in this Plan, the affiliation of   
     the Employer and the participation of its Participants shall be separate  
     and apart from that of any other employer and its participants hereunder.

9.2  PARTICIPANT'S RIGHTS

     This Plan shall not be deemed to constitute a contract between the
Employer and any Participant or to be a consideration or an inducement for the
employment of any Participant or Employee.  Nothing contained in this Plan
shall be deemed to give any Participant or Employee the right to be retained
in the service of the Employer or to interfere with the right of the Employer
to discharge any Participant or Employee at any time regardless of the effect
which such discharge shall have upon him as a Participant of this Plan.

9.3  ALIENATION

           (a) Subject to the exceptions provided below, no benefit which      
     shall be payable to any person (including a Participant or his            
     Beneficiary) shall be subject in any manner to anticipation, alienation,  
     sale,

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     transfer, assignment, pledge, encumbrance, or charge, and any             
     attempt to anticipate, alienate, sell, transfer, assign, pledge,          
     encumber, or charge the same shall be void; and no such benefit shall in  
     any manner be liable for, or subject to, the debts, contracts,            
     liabilities, engagements, or torts of any such person, nor shall it be    
     subject to attachment or legal process for or against such person, and    
     the same shall not be recognized except to such extent as may be          
     required by law.

           (b) This provision shall not apply to the extent a Participant or   
     Beneficiary is indebted to the Plan, for any reason, under any provision  
     of this Plan.  At the time a distribution is to be made to or for a       
     Participant's or Beneficiary's benefit, such proportion of the amount to  
     be distributed as shall equal such indebtedness shall be paid to the      
     Plan, to apply against or discharge such indebtedness.  Prior to making a 
     payment, however, the Participant or Beneficiary must be given written    
     notice by the Administrator that such indebtedness is to be so paid in    
     whole or part from his Participant's Combined Account.  If the            
     Participant or Beneficiary does not agree that the indebtedness is a      
     valid claim against his Vested Participant's Combined Account, he shall   
     be entitled to a review of the validity of the claim in accordance with   
     procedures provided in Sections 2.12 and 2.13.

           (c) This provision shall not apply to a "qualified domestic         
     relations order" defined in Code Section 414(p), and those other domestic 
     relations orders permitted to be so treated by the Administrator under    
     the provisions of the Retirement Equity Act of 1984.  The Administrator   
     shall establish a written procedure to determine the qualified status of  
     domestic relations orders and to administer distributions under such      
     qualified orders.  Further, to the extent provided under a "qualified     
     domestic relations order," a former spouse of a Participant shall be      
     treated as the spouse or surviving spouse for all purposes under the      
     Plan.

9.4  CONSTRUCTION OF PLAN

     This Plan and Trust shall be construed and enforced according to the Act
and the laws of the State or Commonwealth in which the Employer's principal
office is located, other than its laws respecting choice of law, to the extent
not pre-empted by the Act.

9.5  GENDER AND NUMBER

     Wherever any words are used herein in the masculine, feminine or neuter
gender, they shall be construed as though they were also used in another
gender in all cases where they would so apply, and whenever any words are used
herein in the singular or plural form, they shall be construed as though they
were also used in the other form in all cases where they would so apply.

9.6  LEGAL ACTION

     In the event any claim, suit, or proceeding is brought regarding the
Trust and/or Plan established hereunder to which the Trustee or the
Administrator may be a party, and such claim, suit, or proceeding is resolved
in favor of the Trustee or Administrator, they shall be entitled to be
reimbursed from the Trust Fund for any and all costs, attorney's fees, and
other expenses pertaining thereto incurred by them for which they shall have
become liable.

9.7  PROHIBITION AGAINST DIVERSION OF FUNDS

           (a) Except as provided below and otherwise specifically permitted   
     by law, it shall be impossible by operation of the Plan or of the Trust,  
     by termination of either, by power of revocation or amendment, by the     
     happening of any contingency, by collateral arrangement or by any other   
     means, for any part of the corpus or income of any Trust Fund maintained  
     pursuant to the Plan or any funds contributed thereto to be used for, or  
     diverted to, purposes other than the exclusive benefit of Participants,   
     Retired Participants, or their Beneficiaries.

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           (b) In the event the Employer shall make a contribution under a     
     mistake of fact pursuant to Section 403(c)(2)(A) of the Act, the Employer 
     may demand repayment of such contribution at any time within one (l) year 
     following the time of payment and the Trustees shall return such amount   
     to the Employer within the one (1) year period.  Earnings of the Plan     
     attributable to the contributions may not be returned to the Employer but 
     any losses attributable thereto must reduce the amount so returned.

9.8  BONDING

     Every Fiduciary, except a bank or an insurance company, unless exempted
by the Act and regulations thereunder, shall be bonded in an amount not less
than 10% of the amount of the funds such Fiduciary handles; provided, however,
that the minimum bond shall be $1,000 and the maximum bond, $500,000.  The
amount of funds handled shall be determined at the beginning of each Plan Year
by the amount of funds handled by such person, group, or class to be covered
and their predecessors, if any, during the preceding Plan Year, or if there is
no preceding Plan Year, then by the amount of the funds to be handled during
the then current year.  The bond shall provide protection to the Plan against
any loss by reason of acts of fraud or dishonesty by the Fiduciary alone or in
connivance with others.  The surety shall be a corporate surety company (as
such term is used in Act Section 412(a)(2)), and the bond shall be in a form
approved by the Secretary of Labor.  Notwithstanding anything in the Plan to
the contrary, the cost of such bonds shall be an expense of and may, at the
election of the Administrator, be paid from the Trust Fund or by the Employer.

9.9  EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

     Neither the Employer nor the Trustee, nor their successors, shall be
responsible for the validity of any Contract issued hereunder or for the
failure on the part of the Insurer to make payments provided by any such
Contract, or for the action of any person which may delay payment or render a
Contract null and void or unenforceable in whole or in part.

9.10 INSURER'S PROTECTIVE CLAUSE

     The Insurer who shall issue Contracts hereunder shall not have any
responsibility for the validity of this Plan or for the tax or legal aspects
of this Plan.  The Insurer shall be protected and held harmless in acting in
accordance with any written direction of the Trustee, and shall have no duty
to see to the application of any funds paid to the Trustee, nor be required to
question any actions directed by the Trustee.  Regardless of any provision of
this Plan, the Insurer shall not be required to take or permit any action or
allow any benefit or privilege contrary to the terms of any Contract which it
issues hereunder, or the rules of the Insurer.

9.11 RECEIPT AND RELEASE FOR PAYMENTS

     Any payment to any Participant, his legal representative, Beneficiary, or
to any guardian or committee appointed for such Participant or Beneficiary in
accordance with the provisions of this Plan, shall, to the extent thereof, be
in full satisfaction of all claims hereunder against the Trustee and the
Employer.

9.12 ACTION BY THE EMPLOYER

     Whenever the Employer under the terms of the Plan is permitted or
required to do or perform any act or matter or thing, it shall be done and
performed by a person duly authorized by its legally constituted authority.

9.13 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

     The "named Fiduciaries" of this Plan are (l) the Employer, (2) the
Administrator, (3) the Trustee, and (4) any Investment Manager appointed
hereunder.  The named Fiduciaries shall have only those specific powers,
duties, responsibilities, and obligations as are specifically given them under
the Plan.  In general, the Employer shall have

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the sole responsibility for making the contributions provided for under
Section 4.1; and shall have the sole authority to appoint and remove the
Trustee and the Administrator; to formulate the Plan's "funding policy and
method"; and to amend the elective provisions of the Adoption Agreement or
terminate, in whole or in part, the Plan.  The Administrator shall have the
sole responsibility for the administration of the Plan, which responsibility
is specifically described in the Plan.  The Trustee shall have the sole
responsibility of management of the assets held under the Trust, except those
assets, the management of which has been assigned to an Investment Manager,
who shall be solely responsible for the management of the assets assigned to
it, all as specifically provided in the Plan.  Each named Fiduciary warrants
that any directions given, information furnished, or action taken by it shall
be in accordance with the provisions of the Plan, authorizing or providing for
such direction, information or action.  Furthermore, each named Fiduciary may
rely upon any such direction, information or action of another named Fiduciary
as being proper under the Plan, and is not required under the Plan to inquire
into the propriety of any such direction, information or action.  It is
intended under the Plan that each named Fiduciary shall be responsible for the
proper exercise of its own powers, duties, responsibilities and obligations
under the Plan.  No named Fiduciary shall guarantee the Trust Fund in any
manner against investment loss or depreciation in asset value. Any person or
group may serve in more than one fiduciary capacity.

9.14 HEADINGS

     The headings and subheadings of this Plan have been inserted for
convenience of reference and are to be ignored in any construction of the
provisions hereof.

9.15 APPROVAL BY INTERNAL REVENUE SERVICE

           (a) Notwithstanding anything herein to the contrary, if, pursuant   
     to a timely application filed by or in behalf of the Plan, the            
     Commissioner of Internal Revenue Service or his delegate should determine 
     that the Plan does not initially qualify as a tax-exempt plan under Code  
     Sections 401 and 501, and such determination is not contested, or if      
     contested, is finally upheld, then if the Plan is a new plan, it shall be 
     void ab initio and all amounts contributed to the Plan, by the Employer,  
     less expenses paid, shall be returned within one year and the Plan shall  
     terminate, and the Trustee shall be discharged from all further           
     obligations.  If the disqualification relates to an amended plan, then    
     the Plan shall operate as if it had not been amended and restated.

           (b) Except as specifically stated in the Plan, any contribution by  
     the Employer to the Trust Fund is conditioned upon the deductibility of   
     the contribution by the Employer under the Code and, to the extent any    
     such deduction is disallowed, the Employer may within one (l) year        
     following a final determination of the disallowance, whether by agreement 
     with the Internal Revenue Service or by final decision of a court of      
     competent jurisdiction, demand repayment of such disallowed contribution  
     and the Trustee shall return such contribution within one (1) year        
     following the disallowance.  Earnings of the Plan attributable to the     
     excess contribution may not be returned to the Employer, but any losses   
     attributable thereto must reduce the amount so returned.

9.16 UNIFORMITY

     All provisions of this Plan shall be interpreted and applied in a
uniform, nondiscriminatory manner.

9.17 PAYMENT OF BENEFITS

     Benefits under this Plan shall be paid, subject to Section 6.10 and
Section 6.11 only upon death, Total and Permanent Disability, normal or early
retirement, termination of employment, or upon Plan Termination.

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                                 ARTICLE X
                          PARTICIPATING EMPLOYERS

10.1 ELECTION TO BECOME A PARTICIPATING EMPLOYER

     Notwithstanding anything herein to the contrary, with the consent of the
Employer and Trustee, any Affiliated Employer may adopt this Plan and all of
the provisions hereof, and participate herein and be known as a Participating
Employer, by a properly executed document evidencing said intent and will of
such Participating Employer.

10.2 REQUIREMENTS OF PARTICIPATING EMPLOYERS

           (a) Each Participating Employer shall be required to select the     
     same Adoption Agreement provisions as those selected by the Employer      
     other than the Plan Year, the Fiscal Year, and such other items that      
     must, by necessity, vary among employers.

           (b) Each such Participating Employer shall be required to use the   
     same Trustee as provided in the Plan.

           (c) The Trustee may, but shall not be required to, commingle, hold  
     and invest as one Trust Fund all contributions made by Participating      
     Employers, as well as all increments thereof.

           (d) The transfer of any Participant from or to an Employer          
     participating in this Plan, whether he be an Employee of the Employer or  
     a Participating Employer, shall not affect such Participant's rights      
     under the Plan, and all amounts credited to such Participant's Combined   
     Account as well as his accumulated service time with the transferor or    
     predecessor, and his length of participation in the Plan, shall continue  
     to his credit.

           (e) Any expenses of the Plan which are to be paid by the Employer   
     or borne by the Trust Fund shall be paid by each Participating Employer   
     in the same proportion that the total amount standing to the credit of    
     all Participants employed by such Employer bears to the total standing to 
     the credit of all Participants.

10.3 DESIGNATION OF AGENT

     Each Participating Employer shall be deemed to be a part of this Plan;
provided, however, that with respect to all of its relations with the Trustee
and Administrator for the purpose of this Plan, each Participating Employer
shall be deemed to have designated irrevocably the Employer as its agent. 
Unless the context of the Plan clearly indicates the contrary, the word
"Employer" shall be deemed to include each Participating Employer as related
to its adoption of the Plan.

10.4 EMPLOYEE TRANSFERS

     It is anticipated that an Employee may be transferred between
Participating Employers, and in the event of any such transfer, the Employee
involved shall carry with him his accumulated service and eligibility.  No
such transfer shall effect a termination of employment hereunder, and the
Participating Employer to which the Employee is transferred shall thereupon
become obligated hereunder with respect to such Employee in the same manner as
was the Participating Employer from whom the Employee was transferred.

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10.5 PARTICIPATING EMPLOYER'S CONTRIBUTION AND FORFEITURES

     Any contribution or Forfeiture subject to allocation during each Plan
Year shall be allocated among all Participants of all Participating Employers
in accordance with the provisions of this Plan.  On the basis of the
information furnished by the Administrator, the Trustee shall keep separate
books and records concerning the affairs of each Participating Employer
hereunder and as to the accounts and credits of the Employees of each
Participating Employer.  The Trustee may, but need not, register Contracts so
as to evidence that a particular Participating Employer is the interested
Employer hereunder, but in the event of an Employee transfer from one
Participating Employer to another, the employing Employer shall immediately
notify the Trustee thereof. 

10.6 AMENDMENT

     Amendment of this Plan by the Employer at any time when there shall be a
Participating Employer hereunder shall only be by the written action of each
and every Participating of the Trustee where such consent is necessary in
accordance with the terms of this Plan.

10.7 DISCONTINUANCE OF PARTICIPATION

     Except in the case of a Standardized Plan, any Participating Employer
shall be permitted to discontinue or revoke its participation in the Plan at
any time.  At the time of any such discontinuance or revocation, satisfactory
evidence thereof and of any applicable conditions imposed shall be delivered
to the Trustee.  The Trustee shall thereafter transfer, deliver and assign
Contracts and other Trust Fund assets allocable to the Participants of such
Participating Employer to such new Trustee as shall have been designated by
such Participating Employer, in the event that it has established a separate
pension plan for its Employees provided, however, that no such transfer shall
be made if the result is the elimination or reduction of any "Section
411(d)(6) protected benefits" in accordance with Section 8.1(e).  If no
successor is designated, the Trustee shall retain such assets for the
Employees of said Participating Employer pursuant to the provisions of Article
VII hereof.  In no such event shall any part of the corpus or income of the
Trust Fund as it relates to such Participating Employer be used for or
diverted for purposes other than for the exclusive benefit of the Employees of
such Participating Employer.

10.8 ADMINISTRATOR'S AUTHORITY

     The Administrator shall have authority to make any and all necessary
rules or regulations, binding upon all Participating Employers and all
Participants, to effectuate the purpose of this Article.

10.9 PARTICIPATING EMPLOYER CONTRIBUTION FOR AFFILIATE

     If any Participating Employer is prevented in whole or in part from
making a contribution which it would otherwise have made under the Plan by
reason of having no current or accumulated earnings or profits, or because
such earnings or profits are less than the contribution which it would
otherwise have made, then, pursuant to Code Section 404(a)(3)(B), so much of
the contribution which such Participating Employer was so prevented from
making may be made, for the benefit of the participating employees of such
Participating Employer, by other Participating Employers who are members of
the same affiliated group within the meaning of Code Section 1504 to the
extent of their current or accumulated earnings or profits, except that such
contribution by each such other Participating Employer shall be limited to the
proportion of its total current and accumulated earnings or profits remaining
after adjustment for its contribution to the Plan made without regard to this
paragraph which the total prevented contribution bears to the total current
and accumulated earnings or profits of all the Participating Employers
remaining after adjustment for all contributions made to the Plan without
regard to this paragraph.

     A Participating Employer on behalf of whose employees a contribution is
made under this paragraph shall not be required to reimburse the contributing
Participating Employers.

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                                ARTICLE XI
                        CASH OR DEFERRED PROVISIONS

     Notwithstanding any provisions in the Plan to the contrary, the
provisions of this Article shall apply with respect to any 401(k) Profit
Sharing Plan.

     Notwithstanding anything in this Article to the contrary, effective as of
the Plan Year in which this amendment becomes effective, the Actual Deferral
Percentage Test and the Actual Contribution Percentage Test shall be applied
(and adjusted) by applying the Family Member aggregation rules of Code Section
414(q)(6).

11.1 FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION

     For each Plan Year, the Employer shall contribute to the Plan:

           (a) The amount of the total salary reduction elections of all       
     Participants made pursuant to Section 11.2(a), which amount shall be      
     deemed an Employer's Elective Contribution, plus

           (b) If specified in E3 of the Adoption Agreement, a matching        
     contribution equal to the percentage specified in the Adoption Agreement  
     of the Deferred Compensation of each Participant eligible to share in the 
     allocations of the matching contribution, which amount shall be deemed an 
     Employer's Non-Elective or Elective Contribution as selected in the       
     Adoption Agreement, plus

           (c) If specified in E4 of the Adoption Agreement, a discretionary   
     amount, if any, which shall be deemed an Employer's Non-Elective          
     Contribution, plus

           (d) If specified in E5 of the Adoption Agreement, a Qualified       
     Non-Elective Contribution.

           (e) Notwithstanding the foregoing, however, the Employer's          
     contributions for any Fiscal Year shall not exceed the maximum amount     
     allowable as a deduction to the Employer under the provisions of Code     
     Section 404.  All contributions by the Employer shall be made in cash or  
     in such property as is acceptable to the Trustee.

           (f) Except, however, to the extent necessary to provide the top     
     heavy minimum allocations, the Employer shall make a contribution even if 
     it exceeds current or accumulated Net Profit or the amount which is       
     deductible under Code Section 404.

           (g) Employer Elective Contributions accumulated through payroll     
     deductions shall be paid to the Trustee as of the earliest date on which  
     such contributions can reasonably be segregated from the Employer's       
     general assets, but in any event within ninety (90) days from the date on 
     which such amounts would otherwise have been payable to the Participant   
     in cash.  The provisions of Department of Labor regulations 2510.3-102    
     are incorporated herein by reference.  Furthermore, any additional        
     Employer contributions which are allocable to the Participant's Elective  
     Account for a Plan Year shall be paid to the Plan no later than the       
     twelve-month period immediately following the close of such Plan Year.

11.2 PARTICIPANT'S SALARY REDUCTION ELECTION

           (a) If selected in the Adoption Agreement, each Participant may     
     elect to defer his Compensation which would have been received in the     
     Plan Year, but for the deferral election, subject to the limitations of   
     this Section and the Adoption Agreement.  A deferral election (or         
     modification of an earlier election) may not be made with respect to      
     Compensation which is currently available on or before the date the       
     Participant executed such election, or if later, the latest of the date   
     the Employer adopts this cash or deferred

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     arrangement, or the date such arrangement first became effective.  Any    
     elections made pursuant to this Section shall become effective as soon as 
     is administratively feasible.

           Additionally, if elected in the Adoption Agreement, each            
     Participant may elect to defer and have allocated for a Plan Year all or  
     a portion of any cash bonus attributable to services performed by the     
     Participant for the Employer during such Plan Year and which would have   
     been received by the Participant on or before two and one-half months     
     following the end of the Plan Year but for the deferral.  A deferral      
     election may not be made with respect to cash bonuses which are currently 
     available on or before the date the Participant executed such election.   
     Notwithstanding the foregoing, cash bonuses attributable to services      
     performed by the Participant during a Plan Year but which are to be paid  
     to the Participant later than two and one-half months after the close of  
     such Plan Year will be subjected to whatever deferral election is in      
     effect at the time such cash bonus would have otherwise been received.

           The amount by which Compensation and/or cash bonuses are reduced    
     shall be that Participant's Deferred Compensation and be treated as an    
     Employer Elective Contribution and allocated to that Participant's        
     Elective Account.

           Once made, a Participant's election to reduce Compensation shall    
     remain in effect until modified or terminated.  Modifications may be made 
     as specified in the Adoption Agreement, and terminations may be made at   
     any time.  Any modification or termination of an election will become     
     effective as soon as is administratively feasible.

           (b) The balance in each Participant's Elective Account shall be     
     fully Vested at all times and shall not be subject to Forfeiture for any  
     reason.

           (c) Amounts held in the Participant's Elective Account and          
     Qualified Non-Elective Account may be distributable as permitted under    
     the Plan, but in no event prior to the earlier of:

           (1) a Participant's termination of employment, Total and Permanent  
           Disability, or death;

           (2) a Participant's attainment of age 59 1/2;

           (3) the proven financial hardship of a Participant, subject to the  
           limitations of Section 11.8;

           (4) the termination of the Plan without the existence at the time   
           of Plan termination of another defined contribution plan (other     
           than an employee stock ownership plan as defined in Code Section    
           4975(e)(7)) or the establishment of a successor defined             
           contribution plan (other than an employee stock ownership plan as   
           defined in Code Section 4975(e)(7)) by the Employer or an           
           Affiliated Employer within the period ending twelve months after    
           distribution of all assets from the Plan maintained by the          
           Employer;

           (5) the date of the sale by the Employer to an entity that is not   
           an Affiliated Employer of substantially all of the assets (within   
           the meaning of Code Section 409(d)(2)) with respect to a            
           Participant who continues employment with the corporation acquiring 
           such assets; or

           (6) the date of the sale by the Employer or an Affiliated Employer  
           of its interest in a subsidiary (within the meaning of Code Section 
           409(d)(3)) to an entity that is not an Affiliated Employer with     
           respect to a Participant who continues employment with such         
           subsidiary.

           (d) In any Plan Year beginning after December 31, 1986, a           
     Participant's Deferred Compensation made under this Plan and all other    
     plans, contracts or arrangements of the Employer maintaining this Plan    
     shall not exceed the limitation imposed by Code Section 402(g), as in     
     effect for the calendar year in which
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     such Plan Year began.  If such dollar limitation is exceeded solely from  
     elective deferrals made under this Plan or any other Plan maintained by   
     the Employer, a Participant will be deemed to have notified the           
     Administrator of such excess amount which shall be distributed in a       
     manner consistent with Section 11.2(f).  This dollar limitation shall be  
     adjusted annually pursuant to the method provided in Code Section 415(d)  
     in accordance with Regulations.

           (e) In the event a Participant has received a hardship distribution 
     pursuant to Regulation 1.401(k)-l(d)(2)(iii)(B) from any other plan       
     maintained by the Employer or from his Participant's Elective Account     
     pursuant to Section 11.8, then such Participant shall not be permitted to 
     elect to have Deferred Compensation contributed to the Plan on his behalf 
     for a period of twelve (12) months following the receipt of the           
     distribution.  Furthermore, the dollar limitation under Code Section      
     402(g) shall be reduced, with respect to the Participant's taxable year   
     following the taxable year in which the hardship distribution was made,   
     by the amount of such Participant's Deferred Compensation, if any, made   
     pursuant to this Plan (and any other plan maintained by the Employer) for 
     the taxable year of the hardship distribution.

           (f) If a Participant's Deferred Compensation under this Plan        
     together with any elective deferrals (as defined in Regulation            
     1.402(g)-1(b)) under another qualified cash or deferred arrangement (as   
     defined in Code Section 401(k)), a simplified employee pension (as        
     defined in Code Section 408(k)), a salary reduction arrangement (within   
     the meaning of Code Section 3121(a)(5)(D)), a deferred compensation plan  
     under Code Section 457, or a trust described in Code Section 501(c)(18)   
     cumulatively exceed the limitation imposed by Code Section 402(g) (as     
     adjusted annually in accordance with the method provided in Code Section  
     415(d) pursuant to Regulations) for such Participant's taxable year, the  
     Participant may, not later than March 1st following the close of his      
     taxable year, notify the Administrator in writing of such excess and      
     request that his Deferred Compensation under this Plan be reduced by an   
     amount specified by the Participant.  In such event, the Administrator    
     shall direct the Trustee to distribute such excess amount (and any Income 
     allocable to such excess amount) to the Participant not later than the    
     first April 15th following the close of the Participant's taxable year.   
   Distributions in accordance with this paragraph may be made for any         
   taxable year of the Participant which begins after December 31, 1986.       
   Any distribution of less than the entire amount of Excess Deferred          
   Compensation and Income shall be treated as a pro rata distribution of      
   Excess Deferred Compensation and Income.  The amount distributed shall      
   not exceed the Participant's Deferred Compensation under the Plan for the   
   taxable year.  Any distribution on or before the last day of the            
   Participant's taxable year must satisfy each of the following conditions:

           (1) the Participant shall designate the distribution as Excess      
           Deferred Compensation;

           (2) the distribution must be made after the date on which the Plan  
           received the Excess Deferred Compensation; and

           (3) the Plan must designate the distribution as a distribution of   
           Excess Deferred Compensation.

           Any distribution under this Section shall be made first from        
     unmatched Deferred Compensation and, thereafter, simultaneously from      
     Deferred Compensation which is matched and matching contributions which   
     relate to such Deferred Compensation.  However, any such matching         
     contributions which are not Vested shall be forfeited in lieu of being    
     distributed.

           For the purpose of this Section, "Income" means the amount of       
     income or loss allocable to a Participant's Excess Deferred Compensation  
     and shall be equal to the sum of the allocable gain or loss for the       
     taxable year of the Participant and the allocable gain or loss for the    
     period between the end of the taxable year of the Participant and the     
     date of distribution ("gap period").  The income or loss allocable to     
     each such period is calculated separately and is determined by            
     multiplying the income or loss allocable to the Participant's Deferred    
     Compensation for the respective period by a fraction.  The numerator of   
     the fraction is the Participant's Excess Deferred Compensation for the    
     taxable year of the Participant.  The

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     denominator is the balance, as of the last day of the respective period,  
     of the Participant's Elective Account that is attributable to the         
     Participant's Deferred Compensation reduced by the gain allocable to such 
     total amount for the respective period and increased by the loss          
     allocable to such total amount for the respective period.

           In lieu of the "fractional method" described above, a "safe harbor  
     method" may be used to calculate the allocable income or loss for the     
     "gap period."  Under such "safe harbor method," allocable income or loss  
     for the "gap period" shall be deemed to equal ten percent (10%) of the    
     income or loss allocable to a Participant's Excess Deferred Compensation  
     for the taxable year of the Participant multiplied by the number of       
     calendar months in the "gap period."  For purposes of determining the     
     number of calendar months in the  "gap period," a distribution occurring  
     on or before the fifteenth day of the month shall be treated as having    
     been made on the last day of the preceding month and a distribution       
     occurring after such fifteenth day shall be treated as having been made   
     on the first day of the next subsequent month.

           Income or loss allocable to any distribution of Excess Deferred     
     Compensation on or before the last day of the taxable year of the         
     Participant shall be calculated from the first day of the taxable year of 
     the Participant to the date on which the distribution is made pursuant to 
     either the "fractional method" or the "safe harbor method."

           Notwithstanding the above, for any distribution under this Section  
     which is made after August 15, 1991, such distribution shall not include  
     any income for the "gap period".  Further provided, for any distribution  
     under this Section which is made after August 15, 1991, the amount of     
     Income may be computed using a reasonable method that is consistent with  
     Section 4.3(c), provided such method is used consistently for all         
     Participants and for all such distributions for the Plan Year.

           Notwithstanding the above, for the 1987 calendar year, Income       
     during the "gap period" shall not be taken into account.

           (g) Notwithstanding the above, a Participant's Excess Deferred      
     Compensation shall be reduced, but not below zero, by any distribution    
     and/or recharacterization of Excess Contributions pursuant to Section     
     11.5(a) for the Plan Year beginning with or within the taxable year of    
     the Participant.

           (h) At Normal Retirement Date, or such other date when the          
     Participant shall be entitled to receive benefits, the fair market value  
     of the Participant's Elective Account shall be used to provide benefits   
     to the Participant or his Beneficiary.

           (i) Employer Elective Contributions made pursuant to this Section   
     may be segregated into a separate account for each Participant in a       
     federally insured savings account, certificate of deposit in a bank or    
     savings and loan association, money market certificate or other short-    
     term debt security acceptable to the Trustee until such time as the       
     allocations pursuant to Section 11.3 have been made.

           (j) The Employer and the Administrator shall adopt a procedure      
     necessary to implement the salary reduction elections provided for        
     herein.

11.3 ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNING

           (a) The Administrator shall establish and maintain an account in    
     the name of each Participant to which the Administrator shall credit as   
     of each Anniversary Date, or other valuation date, all amounts allocated  
     to each such Participant as set forth herein.

           (b) The Employer shall provide the Administrator with all           
     information required by the Administrator to make a proper allocation of  
     the Employer's contributions for each Plan Year.  Within a

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     reasonable period of time after the date of receipt by the Administrator  
     of such information, the Administrator shall allocate such contribution   
     as follows:

           (1) With respect to the Employer's Elective Contribution made       
           pursuant to Section 11.1(a), to each Participant's Elective Account 
           in an amount equal to each such Participant's Deferred Compensation 
           for the year.

           (2) With respect to the Employer's Matching Contribution made       
           pursuant to Section 11.1(b), to each Participant's Account, or      
           Participant's Elective Account as selected in E3 of the Adoption    
           Agreement, in accordance with Section 11.1(b).

           Except, however, a Participant who is not credited with a Year of   
           Service during any Plan Year shall or shall not share in the        
           Employer's Matching Contribution for that year as provided in E3 of 
           the Adoption Agreement.  However, for Plan Years beginning after    
           1989, if this is a standardized Plan, a Participant shall share in  
           the Employer's Matching Contribution regardless of Hours of         
           Service.

           (3) With respect to the Employer's Non-Elective Contribution made   
           pursuant to Section 11.1(c), to each Participant's Account in       
           accordance with the provisions of Sections 4.3(b)(2) or 4.3(b)(3),  
           whichever is applicable, 4.3(k) and 4.3(1).

           (4) With respect to the Employer's Qualified Non-Elective           
           Contribution made pursuant to Section 11.1(d), to each              
           Participant's Qualified Non-Elective Contribution Account in the    
           same proportion that each such Participant's Compensation for the   
           year bears to the total Compensation of all Participants for such   
           year.  However, for any Plan Year beginning prior to January 1,     
           1990, and if elected in the non-standardized Adoption Agreement for 
           any Plan Year beginning on or after January 1, 1990, a Participant  
           who is not credited with a Year of Service during any Plan Year     
           shall not share in the Employer's Qualified Non-Elective            
           Contribution for that year, unless required  pursuant to Section    
           4.3(h).  In addition, the provisions of Sections 4.3(k) and 4.3(1)  
           shall apply with respect to the allocation of the Employer's        
           Qualified Non-Elective contribution.

           (c) Notwithstanding anything in the Plan to the contrary, for Plan  
     Years beginning after December 31, 1988, in determining whether a Non-Key 
     Employee has received the required minimum allocation pursuant to Section 
     4.3(f) such Non-Key Employee's Deferred Compensation and matching         
     contributions used to satisfy the "Actual Deferral Percentage" test       
     pursuant to Section 11.4(a) or the "Actual Contribution Percentage" test  
     of Section 11.6(a) shall not be taken into account.

           (d) Notwithstanding anything herein to the contrary, participants   
     who terminated employment during the Plan Year shall share in the salary  
     reduction contributions made by the Employer for the year of termination  
     without regard to the Hours of Service credited.

           (e) Notwithstanding anything herein to the contrary (other than     
     Sections 11.3(d) and 11.3(g)), any Participant who terminated employment  
     during the Plan Year for reasons other than death, Total and Permanent    
     Disability, or retirement shall or shall not share in the allocations of  
     the Employer's Matching Contribution made pursuant to Section 11.1(b),    
     the Employer's Non-Elective Contributions made pursuant to Section        
     11.1(c), the Employer's Qualified Non-Elective Contribution made pursuant 
     to Section 11.1(d), and Forfeitures as provided in the Adoption           
     Agreement.  Notwithstanding the foregoing, for Plan Years beginning after 
     1989, if this is a standardized Plan, any such terminated Participant     
     shall share in 500 Hours of Service.

           (f) Notwithstanding anything herein to the contrary, Participants   
     terminating for reasons of death, Total and Permanent Disability, or      
     retirement shall share in the allocation of the Employer's Matching

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     Contribution made pursuant to Section 11.1(b), the Employer's             
     Non-Elective Contributions made pursuant to Section 11.1(c), the          
     Employer's Qualified Non-Elective Contribution made pursuant to Section   
     11.1(d), and Forfeitures as provided in this Section regardless of        
     whether they completed a Year of Service during the Plan Year.

           (g) Notwithstanding any election in the Adoption Agreement to the   
     contrary, if this is a non-standardized Plan that would otherwise fail to 
     meet the requirements of Code Sections 401(a)(26), 410(b)(1), or          
     410(b)(2)(A)(i) and the Regulations thereunder because Employer matching  
     Contributions made pursuant to Section 11.1(b), Employer Non-Elective     
     Contributions made pursuant to Section 11.1(c) or Employer Qualified      
     Non-Elective Contributions made pursuant to Section 11.1(d) have not been 
     allocated to a sufficient number or percentage of Participants for a Plan 
     Year, then the following rules shall apply:

           (1) The group of Participants eligible to share in the respective   
           contributions for the Plan Year shall be expanded to include the    
           minimum number of Participants who would not otherwise be eligible  
           as are necessary to satisfy the applicable test specified above.    
           The specific participants who shall become eligible under the terms 
           of this paragraph shall be those who arc actively employed on the   
           last day of the Plan Year and, when compared to similarly situated  
           Participants, have completed the greatest number of Hours of        
           Service in the Plan Year.

           (2) If after application of paragraph (1) above, the applicable     
           test is still not satisfied, then the group of Participants         
           eligible to share for the Plan Year shall be further expanded to    
           include the minimum number of Participants who are not actively     
           employed on the last day of the Plan Year as are necessary to       
           satisfy the applicable test.  The specific Participants who shall   
           become eligible to share shall be those Participants, when compared 
           to similarly situated Participants, who have completed the greatest 
           number of Hours of Service in the Plan Year before terminating      
           employment.

11.4 ACTUAL DEFERRAL PERCENTAGE TESTS

           (a) Maximum Annual Allocation: For each Plan Year beginning after   
     December 31, 1986, the annual allocation derived from Employer Elective   
     Contributions and Qualified Non-Elective Contributions to a Participant's 
     Elective Account and Qualified Non-Elective Account shall satisfy one of  
     the following tests:

           (1) The "Actual Deferral Percentage" for the Highly Compensated     
           Participant group shall not be more than the "Actual Deferral       
           Percentage" of the Non-Highly Compensated Participant group         
           multiplied by 1.25, or

           (2) The excess of the "Actual Deferral Percentage" for the Highly   
           Compensated Participant group over the "Actual Deferral Percentage" 
           for the Non-Highly Compensated Participant group shall not be more  
           than two percentage points.  Additionally, the "Actual Deferral     
           Percentage" for the Highly Compensated Participant group shall not  
           exceed the "Actual Deferral Percentage" for the Non-Highly          
           Compensated Participant group multiplied by 2.  The provisions of   
           Code Section 401(k)(3) and Regulation 1.401(k)-1(b) are             
           incorporated herein by reference.

           However, for Plan Years beginning after December 31, 1988, to       
           prevent the multiple use of the alternative method described in (2) 
           above and Code Section 401(m)(9)(A), any Highly Compensated         
           Participant eligible to make elective deferrals pursuant to Section 
           11.2 and to make Employee contributions or to receive matching      
           contributions under this Plan or under any other plan maintained by 
           the Employer or an Affiliated Employer shall have his actual        
           contribution ratio reduced pursuant to Regulation 1.401(m)-2, the   
           provisions of which are incorporated herein by reference.

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           (b) For the purposes of this Section "Actual Deferral Percentage"   
     means, with respect to the Highly Compensated Participant group and       
     Non-Highly Compensated Participant group for a Plan Year, the average of  
     the ratios, calculated separately for each Participant in such group, of  
     the amount of Employer Elective Contributions and Qualified Non-Elective  
     Contributions allocated to each Participant's Elective Account and        
     Qualified Non-Elective Account for such Plan Year, to such Participant's  
     "414(s) Compensation" for such Plan Year.  The actual deferral ratio for  
     each Participant and the "Actual Deferral Percentage" for each group, for 
     Plan Years beginning after December 31, 1988, shall be calculated to the  
     nearest one-hundredth of one percent of the Participant's "414(s)         
     Compensation."  Employer Elective Contributions allocated to each         
     Non-Highly Compensated Participant's Elective Account shall be reduced by 
     Excess Deferred Compensation to the extent such excess amounts are made   
     under this Plan or any other plan maintained by the Employer.

           (c) For the purpose of determining the actual deferral ratio of a   
     Highly Compensated Participant who is subject to the Family Member        
     aggregation rules of Code Section 414(q)(6) because such Participant is   
     either a "five percent owner" of the Employer or one of the ten (10)      
     Highly Compensated Employees paid the greatest "415 Compensation" during  
     the year, the following shall apply:

           (1) The combined actual deferral ratio for the family group (which  
           shall be treated as one Highly Compensated Participant) shall be    
           the greater of: (i) the ratio determined by aggregating Employer    
           Elective Contributions and "414(s) Compensation" of all eligible    
           Family Members who are Highly Compensated Participants without      
           regard to family aggregation; and (ii) the ratio determined by      
           aggregating Employer Elective Contributions and "414(s)             
           Compensation" of all eligible Family Members (including Highly      
           Compensated Participants).  However, in applying the $200,000 limit 
           to "414(s) Compensation" for Plan Years beginning after December    
           31, 1988, Family Members shall include only the affected Employee's 
           spouse and any lineal descendants who have not attained age 19      
           before the close of the Plan Year.

           (2) The Employer Elective Contributions and "414(s) Compensation"   
           of all Family Members shall be disregarded for purposes of          
           determining the "Actual Deferral Percentage" of the Non-Highly      
           Compensated Participant group except to the extent taken into       
           account in paragraph (1) above.

           (3) If a Participant is required to be aggregated as a member of    
           more than one family group in a plan, all Participants who are      
           members of those family groups that include the Participant are     
           aggregated as one family group in accordance with paragraphs (1)    
           and (2) above.

           (d) For the purposes of this Section and Code Sections 401(a)(4),   
     410(b) and 401(k), if two or more plans which include cash or deferred    
     arrangements are considered one plan for the purposes of Code Section     
     401(a)(4) or 410(b) (other than Code Section 401(b)(2)(A)(ii) as in       
     effect for Plan Years beginning after December 31, 1988), the cash or     
     deferred arrangements included in such plans shall be treated as one      
     arrangement.  In addition, two or more cash or deferred arrangements may  
     be considered as a single arrangement for purposes of determining whether 
     or not such arrangements satisfy Code Sections 401(a)(4), 410(b) and      
     401(k).  In such a ease, the cash or deferred arrangements included in    
     such plans and the plans including such arrangements shall be treated as  
     one arrangement and as one plan for purposes of this Section and Code     
     Sections 401(a)(4), 410(b) and 401(k).  For plan years beginning after    
     December 31, 1989, plans may be aggregated under this paragraph (e) only  
     if they have the same plan year.

           Notwithstanding the above, for Plan Years beginning after December  
     31, 1988, an employee stock ownership plan described in Code Section      
     4975(e)(7) may not be combined with this Plan for purposes of determining 
     whether the employee stock ownership plan or this Plan satisfies this     
     Section and Code Sections 401(a)(4), 410(b) and 401(k).

                                       68
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           (e) For the purposes of this Section, if a Highly Compensated       
     Participant is a Participant under two (2) or more cash or deferred       
     arrangements (other than a cash or deferred arrangement which is part of  
     an employee stock ownership plan as defined in Code Section 4975(e)(7)    
     for Plan Years beginning after December 31, 1988) of the Employer or an   
     Affiliated Employer, all such cash or deferred arrangements shall be      
     treated as one cash or deferred arrangement for the purpose of            
     determining the actual deferral ratio with respect to such Highly         
     Compensated Participant.  However, for Plan Years beginning after         
     December 31, 1988, if the cash or deferred arrangements have different    
     Plan Years, this paragraph shall be applied by treating all cash or       
     deferred arrangements ending with or within the same calendar year as a   
     single arrangement.

11.5 ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

     In the event that the initial allocations of the Employer's Elective
Contributions and Qualified Non-Elective Contributions do not satisfy one of 
the tests set forth in Section 11.4, for Plan Years beginning after December
31, 1986, the Administrator shall adjust Excess Contributions pursuant to the
options set forth below:

           (a) On or before the fifteenth day of the third month following the 
     end of each Plan Year, the Highly Compensated Participant having the      
     highest actual deferral ratio shall have his portion of Excess            
     Contributions distributed to him and/or at his election recharacterized   
     as a voluntary Employee contribution pursuant to Section 4.7 until one of 
     the tests set forth in Section 11.4 is satisfied, or until his actual     
     deferral ratio equals the actual deferral ratio of the Highly Compensated 
     Participant having the second highest actual deferral ratio.  This        
     process shall continue until one of the tests set forth in Section 11.4   
     is satisfied.  For each Highly Compensated Participant, the amount of     
     Excess Contributions is equal to the Elective Contributions and Qualified 
     Non-Elective Contributions made on behalf of such Highly Compensated      
     Participant (determined prior to the application of this paragraph) minus 
     the amount determined by multiplying the Highly Compensated Participant's 
     actual deferral ratio (determined after application of this paragraph) by 
     his "414(s) Compensation."  However, in determining the amount of Excess  
     Contributions to be distributed and/or recharacterized with respect to an 
     affected Highly Compensated Participant as determined herein, such amount 
     shall be reduced by any Excess Deferred Compensation previously           
     distributed to such affected Highly Compensated Participant for his       
     taxable year ending with or within such Plan Year.  Any distribution      
     and/or recharacterization of Excess Contributions shall be made in        
     accordance with the following:

           (1) With respect to the distribution of Excess Contributions        
           pursuant to (a) above, such distribution:

                 (i) may be postponed but not later than the close of the Plan 
                 Year following the Plan Year to which they are allocable;

                 (ii) shall be made first from unmatched Deferred Compensation 
                 and, thereafter, simultaneously from Deferred Compensation    
                 which is matched and matching contributions which relate to   
                 such Deferred Compensation.  However, any such matching       
                 contributions which are not Vested shall be forfeited in lieu 
                 of being distributed;

                 (iii) shall be made from Qualified Non-Elective Contributions 
                 only to the extent that Excess Contributions exceed the       
                 balance in the Participant's Elective Account attributable to 
                 Deferred Compensation and Employer matching contributions.

                 (iv) shall be adjusted for Income; and

                 (v) shall be designated by the Employer as a distribution of  
                 Excess Contributions (and Income).

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           (2) With respect to the recharacterization of Excess Contributions  
           pursuant to (a) above, such recharacterized amounts:

                 (i) shall be deemed to have occurred on the date on which the 
                 last of those Highly Compensated Participants with Excess     
                 Contributions to be recharacterized is notified of the        
                 recharacterization and the tax consequences of such           
                 recharacterization;

                 (ii) for Plan Years ending on or before August 8, 1988, may   
                 be postponed but not later than October 24, 1988;

                 (iii) shall not exceed the amount of Deferred Compensation on 
                 behalf of any Highly Compensated Participant for any Plan     
                 Year;

                 (iv) shall be treated as voluntary Employee contributions for 
                 purposes of Code Section 401(a)(4) and Regulation             
                 1.401(k)-l(b).  However, for purposes of Sections 2.2 and     
                 4.3(f), recharacterized Excess Contributions continue to be   
                 treated as Employer contributions that are Deferred           
                 Compensation.  For Plan Years beginning after December 31,    
                 1988, Excess Contributions recharacterized as voluntary       
                 Employee contributions shall continue to be nonforfeitable    
                 and subject to the same distribution rules provided for in    
                 Section 11.2(c);

                 (v) which relate to Plan Years ending on or before October    
                 24, 1988, may be treated as either Employer contributions or  
                 voluntary Employee contributions and therefore shall not be   
                 subject to the restrictions of Section 11.2(c);

                 (vi) are not permitted if the amount recharacterized plus     
                 voluntary Employee contributions actually made by such Highly 
                 Compensated Participant, exceed the maximum amount of         
                 voluntary Employee contributions (determined prior to         
                 application of Section 11.6) that such Highly Compensated     
                 Participant is permitted to make under the Plan in the        
                 absence of recharacterization;

                 (vii) shall be adjusted for Income.

           (3) Any distribution and/or recharacterization of less than the     
           entire amount of Excess Contributions shall be treated as a pro     
           rata distribution and/or recharacterization of Excess Contributions 
           and Income.

           (4) The determination and correction of Excess Contributions of a   
           Highly compensated Participant whose actual deferral ratio is       
           determined under the family aggregation rules shall be accomplished 
           as follows:

                 (i) If the actual deferral ratio for the Highly Compensated   
                 Participant is determined in accordance with Section          
                 11.4(c)(1)(ii), then the actual deferral ratio shall be       
                 reduced as required herein and the Excess Contributions for   
                 the family unit shall be allocated among the Family Members   
                 in proportion to the Elective Contributions of each Family    
                 Member that were combined to determine the group actual       
                 deferral ratio.

                 (ii) If the actual deferral ratio for the Highly Compensated  
                 Participant is determined under Section 11.4(c)(1)(i), then   
                 the actual deferral ratio shall first be reduced as required  
                 herein, but not below the actual deferral ratio of the group  
                 of Family Members who are not Highly Compensated Participants 
                 without regard to family aggregation.  The Excess             
                 Contributions resulting from this initial reduction shall be  
                 allocated (in proportion to Elective Contributions) among the 
                 Highly Compensated Participants whose Elective
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                 Contributions were combined to determine the actual deferral  
                 ratio.  If further reduction is still required, then Excess   
                 Contributions resulting from this further reduction shall be  
                 determined by taking into account the contributions of all    
                 Family Members and shall be allocated among them in           
                 proportion to their respective Elective Contributions.

           (b) Within twelve (12) months after the end of the Plan Year, the   
     Employer shall make a special Qualified Non-Elective Contribution on      
     behalf of Non-Highly Compensated Participants in an amount sufficient to  
     satisfy one of the tests set forth in Section 11.4(a).  Such contribution 
     shall be allocated to the Participant's Qualified Non-Elective Account of 
     each Non-Highly Compensated Participant in the same proportion that each  
     Non-Highly Compensated Participant's Compensation for the year bears to   
     the total Compensation of all Non-Highly Compensated Participants.

           (c) For purposes of this Section, "Income" means the income or loss 
     allocable to Excess Contributions which shall equal the sum of the        
     allocable gain or loss for the Plan Year and the allocable gain or loss   
     for the period between the end of the Plan Year and the date of           
     distribution ("gap period").  The income or loss allocable to Excess      
     Contributions for the Plan Year and the "gap period" is calculated        
     separately and is determined by multiplying the income or loss for the    
     Plan Year or the "gap period" by a fraction.  The numerator of the        
     fraction is the Excess Contributions for the Plan Year.  The denominator  
     of the fraction is the total of the Participant's Elective Account        
     attributable to Elective Contributions and the Participant's Qualified    
     Non-Elective Account as of the end of the Plan Year or the "gap period,"  
     reduced by the gain allocable to such total amount for the Plan Year or   
     the "gap period" and increased by the loss allocable to such total amount 
     for the Plan Year or the "gap period."

           In lieu of the "fractional method" described above, a "safe harbor  
     method" may be used to calculate the allocable Income for the "gap        
     period."  Under such "safe harbor method," allocable Income for the "gap  
     period" shall be deemed to equal ten percent (10%) of the Income          
     allocable to Excess Contributions for the Plan Year of the Participant    
     multiplied by the number of calendar months in the "gap period."  For     
     purposes of determining the number of calendar months in the "gap         
     period," a distribution occurring on or before the fifteenth day of the   
     month shall be treated as having been made on the last day of the         
     preceding month and a distribution occurring after such fifteenth day     
     shall be treated as having been made on the first day of the next         
     subsequent month.

           Notwithstanding the above, for Plan Years which began in 1987,      
     Income during the "gap period" shall not be taken into account.

           Notwithstanding the above, for any distribution under this Section  
     which is made after August 15, 1991, such distribution shall not include  
     any Income for the "gap period".  Further provided, for any distribution  
     under this Section which is made after August 15, 1991, the amount of     
     Income may be computed using a reasonable method that is consistent with  
     Section 4.3(c), provided such method is used consistently for all         
     Participants and for all such distributions for the Plan Year.

           (d) Any amounts not distributed or recharacterized within 2 1/2 
     months after the end of the Plan Year shall be subject to the 10% Employer
     excise tax imposed by Code Section 4979.

11.6 ACTUAL CONTRIBUTION PERCENTAGE TESTS

           (a) The "Actual Contribution Percentage," for Plan Years beginning  
     after the later of the Effective Date of this Plan or December 31, 1986,  
     for the Highly Compensated Participant group shall not exceed the greater 
     of:
 
           (1) 125 percent of such percentage for the Non-Highly Compensated   
           Participant group; or

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           (2) the lesser of 200 percent of such percentage for the Non-Highly 
           Compensated Participant group, or such percentage for the           
           Non-Highly Compensated Participant group plus 2 percentage points.  
           However, for Plan Years beginning after December 31, 1988, to       
           prevent the multiple use of the alternative method described in     
           this paragraph and Code Section 401(m)(9)(A), any Highly            
           Compensated Participant eligible to make elective deferrals         
           pursuant to Section 11.2 or any other cash or deferred arrangement  
           maintained by the Employer or an Affiliated Employer and to make    
           Employee contributions or to receive matching contributions under   
           any plan maintained by the Employer or an Affiliated Employer shall 
           have his actual contribution ratio reduced pursuant to Regulation   
           1.401(m)-2.  The provisions of Code Section 401(m) and Regulations  
           1.401(m)-1(b) and 1.401(m)-2 are incorporated herein by reference.

           (b) For the purposes of this Section and Section 11.7, "Actual      
     Contribution Percentage" for a Plan Year means, with respect to the       
     Highly Compensated Participant group and Non-Highly Compensated           
     Participant group, the average of the ratios (calculated separately for   
     each Participant in each group) of:

           (1) the sum of Employer matching contributions made pursuant to     
           Section 11.1(b) (to the extent such matching contributions are not  
           used to satisfy the tests set forth in Section 11.4), voluntary     
           Employee contributions made pursuant to Section 4.7 and Excess      
           Contributions recharacterized as voluntary Employee contributions   
           pursuant to Section 11.5 on behalf of each such Participant for     
           such Plan Year; to

           (2) the Participant's "414(s) Compensation" for such Plan Year.

           (e) For purposes of determining the "Actual Contribution            
     Percentage" and the amount of Excess Aggregate Contributions pursuant to  
     Section 11.7(d), only Employer matching contributions (excluding matching 
     contributions forfeited or distributed pursuant to Section 11.2(f),       
     11.5(a), or 11.7(a)) contributed to the Plan prior to the end of the      
     succeeding Plan Year shall be considered.  In addition, the Administrator 
     may elect to take into account, with respect to Employees eligible to     
     have Employer matching contributions made pursuant to Section 11.1(b) or  
     voluntary Employee contributions made pursuant to Section 4.7 allocated   
     to their accounts, elective deferrals (as defined in Regulation           
     1.402(g)-1(b)) and qualified non-elective contributions (as defined in    
     Code Section 401(m)(4)(C)) contributed to any plan maintained by the      
     Employer.  Such elective deferrals and qualified non-elective             
     contributions shall be treated as Employer matching contributions subject 
     to Regulation 1.401(m)-1(b)(2) which is incorporated herein by reference. 
     However, for Plan Years beginning after December 31, 1988, the Plan Year  
     must be the same as the plan year of the plan to which the elective       
     deferrals and the qualified non-elective contributions are made.

           (d) For the purpose of determining the actual contribution ratio of 
     a Highly Compensated Employee who is subject to the Family Member         
     aggregation rules of Code Section 414(q)(6) because such Employee is      
     either a "five percent owner" of the Employer or one of the ten (10)      
     Highly Compensated Employees paid the greatest "415 Compensation" during  
     the year, the following shall apply: 

           (1) The combined actual contribution ratio for the family group     
           (which shall be treated as one Highly Compensated Participant)      
           shall be the greater of:  (i) the ratio determined by aggregating   
           Employer matching contributions made pursuant to Section 11.1(b)    
           (to the extent such matching contributions are not used to satisfy  
           the tests set forth in Section 11.4), voluntary Employee            
           contributions made pursuant to Section 4.7, Excess Contributions    
           recharacterized as voluntary Employee contributions pursuant to     
           Section 11.5 and "414(s) Compensation" of all eligible Family       
           Members who are Highly Compensated Participants without regard to   
           family aggregation; and (ii) the ratio determined by aggregating    
           Employer matching contributions made pursuant to Section 11.1(b)    
           (to the extent such matching contributions are not used to satisfy  
           the tests set forth in Section 11.4), voluntary Employee            
           contributions made pursuant to Section 4.7, Excess
                                       72
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           Contributions recharacterized as voluntary Employee contributions   
           pursuant to Section 11.5 and "414(s) Compensation" of all eligible  
           Family Members (including Highly Compensated Participants).         
           However, in applying the $200,000 limit to "414(s) Compensation"    
           for Plan Years beginning after December 31, 1988, Family Members    
           shall include only the affected Employee's spouse and any lineal    
           descendants who have not attained age 19 before the close of the    
           Plan Year.

           (2) The Employer matching contributions made pursuant to Section    
           11.1(b) (to the extent such matching contributions are not used to  
           satisfy the tests set forth in Section 11.4), voluntary Employee    
           contributions made pursuant to Section 4.7, Excess Contributions    
           recharacterized as voluntary Employee contributions pursuant to     
           Section 11.5 and "414(s) Compensation" of all Family Members shall  
           be disregarded for purposes of determining the "Actual Contribution 
           Percentage" of the Non-Highly Compensated Participant group except  
           to the extent taken into account in paragraph (1) above.

           (3) If a Participant is required to be aggregated as a member of    
           more than one family group in a plan, all Participants who are      
           members of those family groups that include the Participant are     
           aggregated as one family group in accordance with paragraphs (1)    
           and (2) above.

           (e) For purposes of this Section and Code Sections 401(a)(4),       
     410(b) and 401(m), if two or more plans of the Employer to which matching 
     contributions, Employee contributions, or both, are made are treated as   
     one plan for purposes of Code Sections 401(a)(4) or 410(b) (other than    
     the average benefits test under Code Section 410(b)(2)(A)(ii) as in       
     effect for Plan Years beginning after December 31, 1988), such plans      
     shall be treated as one plan.  In addition, two or more plans of the      
     Employer to which matching contributions, Employee contributions, or      
     both, are made may be considered as a single plan for purposes of         
     determining whether or not such plans satisfy Code Sections 401(a)(4),    
     410(b) and 401(m).  In such a case, the aggregated plans must satisfy     
     this Section and Code Sections 401(a)(4), 410(b) and 401(m) as though     
     such aggregated plans were a single plan.  For plan years beginning after 
     December 31, 1989, plans may be aggregated under this paragraph only if   
     they have the same plan year.

           Notwithstanding the above, for Plan Years beginning after December  
     31, 1988, an employee stock ownership plan described in Code Section      
     4975(e)(7) may not be aggregated with this Plan for purposes of           
     determining whether the employee stock ownership plan or this Plan        
     satisfies this Section and Code Sections 401(a)(4), 410(b) and 401(m).

           (f) If a Highly Compensated Participant is a Participant under two  
     or more plans (other than an employee stock ownership plan as defined in  
     Code Section 4975(e)(7) for Plan Years beginning after December 31, 1988) 
     which are maintained by the Employer or an Affiliated Employer to which   
     matching contributions, Employee contributions, or both, are made, all    
     such contributions on behalf of such Highly Compensated Participant shall 
     be aggregated for purposes of determining such Highly Compensated         
     Participant's actual contribution ratio.  However, for Plan Years         
     beginning after December 31, 1988, if the plans have different plan       
     years, this paragraph shall be applied by treating all plans ending with  
     or within the same calendar year as a single plan.

           (g) For purposes of Section 11.6(a) and 11.7, a Highly Compensated  
     Participant and a Non-Highly Compensated Participant shall include any    
     Employee eligible to have matching contributions made pursuant to Section 
     11.1(b) (whether or not a deferred election was made or suspended         
     pursuant to Section 11.2(e)) allocated to his account for the Plan Year   
     or to make salary deferrals pursuant to Section 11.2 (if the Employer     
     uses salary deferrals to satisfy the provisions of this Section) or       
     voluntary Employee contributions pursuant to Section 4.7 (whether or not  
     voluntary Employee contributions are made) allocated to his account for   
     the Plan Year.

                                       73
<PAGE>
<PAGE>
           (h) For purposes of this Section, "Matching Contribution" shall     
     mean an Employer contribution made to the Plan, or to a contract          
     described in Code Section 403(b), on behalf of a Participant on account   
     of an Employee contribution made by such Participant, or on account of a  
     participant's deferred compensation, under a plan maintained by the       
     Employer.

11.7 ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

           (a) In the event that for Plan Years beginning after December 31,   
     1986, the "Actual Contribution Percentage" for the Highly Compensated     
     Participant group exceeds the "Actual Contribution Percentage" for the    
     Non-Highly Compensated Participant group pursuant to Section 11.6(a), the 
     Administrator (on or before the fifteenth day of the third month          
     following the end of the Plan Year, but in no event later than the close  
     of the following Plan Year) shall direct the Trustee to distribute to the 
     Highly Compensated Participant having the highest actual contribution     
     ratio, his portion of Excess Aggregate Contributions (and Income          
     allocable to such contributions) or, if forfeitable, forfeit such         
     non-Vested Excess Aggregate Contributions attributable to Employer        
     matching contributions (and Income allocable to such Forfeitures) until   
     either one of the tests set forth in Section 11.6(a) is satisfied, or     
     until his actual contribution ratio equals the actual contribution ratio  
     of the Highly Compensated Participant having the second highest actual    
     contribution ratio.  This process shall continue until one of the tests   
     set forth in Section 11.6(a) is satisfied.  The distribution and/or       
     Forfeiture of Excess Aggregate Contributions shall be made in the         
     following order:

           (1) Employer matching contributions distributed and/or forfeited    
           pursuant to Section 11.5(a)(1);

           (2) Voluntary Employee contributions including Excess Contributions 
           recharacterized as voluntary Employee contributions pursuant to     
           Section 11.5(a)(2);

           (3) Remaining Employer matching contributions.

           (b) Any distribution or Forfeiture of less than the entire amount   
     of Excess Aggregate Contributions (and Income) shall be treated as a pro  
     rata distribution of Excess Aggregate Contributions and Income.           
     Distribution of Excess Aggregate Contributions shall be designated by the 
     Employer as a distribution of Excess Aggregate Contributions (and         
     Income).  Forfeitures of Excess Aggregate Contributions shall be treated  
     in accordance with Section 4.3.  However, no such Forfeiture may be       
     allocated to a Highly Compensated Participant whose contributions are     
     reduced pursuant to this Section.

           (c) Excess Aggregate Contributions attributable to amounts other    
     than voluntary Employee contributions, including forfeited matching       
     contributions, shall be treated as Employer contributions for purposes of 
     Code Sections 404 and 415 even if distributed from the Plan.

           (d) For the purposes of this Section and Section 11.6, "Excess      
     Aggregate Contributions" means, with respect to any Plan Year, the excess 
     of:
 
           (1) the aggregate amount of Employer matching contributions made    
           pursuant to Section 11.1(b) (to the extent such contributions are   
           taken into account pursuant to Section 11.6(a)), voluntary Employee 
           contributions made pursuant to Section 4.7, Excess Contributions    
           recharacterized as voluntary Employee contributions pursuant to     
           Section 11.5 and any Qualified Non-Elective  Contributions or       
           elective deferrals taken into account pursuant to Section 11.6(c)   
           actually made on behalf of the Highly Compensated Participant group 
           for such Plan Year, over

           (2) the maximum amount of such contributions permitted under the    
           limitations of Section 11.6(a).

           (e) For each Highly Compensated Participant, the amount of Excess   
     Aggregate Contributions is equal to the total Employer matching           
     contributions made pursuant to Section 11.1(b) (to the extent taken 

                                       74
<PAGE>
<PAGE>
     into account pursuant to Section 11.6(a)), voluntary Employee             
     contributions made pursuant to Section 4.7, Excess Contributions          
     recharacterized as voluntary Employee contributions pursuant to Section   
     11.5 and any Qualified Non-Elective Contributions or elective deferrals   
     taken into account pursuant to Section 11.6(c) on behalf of the Highly    
     Compensated Participant (determined prior to the application of this      
     paragraph) minus the amount determined by multiplying the Highly          
     Compensated Participant's actual contribution ratio (determined after     
     application of this paragraph) by his "414(s) Compensation."  The actual  
     contribution ratio must be rounded to the nearest one-hundredth of one    
     percent for Plan Years beginning after December 31, 1988.  In no case     
     shall the amount of Excess Aggregate Contribution with respect to any     
     Highly Compensated Participant exceed the amount of Employer matching     
     contributions made pursuant to Section 11.1(b) (to the extent taken into  
     account pursuant to Section 11.6(a)), voluntary Employee contributions    
     made pursuant to Section 4.7, Excess Contributions recharacterized as     
     voluntary Employee contributions pursuant to Section 11.5 and any         
     Qualified Non-Elective Contributions or elective deferrals taken into     
     account pursuant to Section 11.6(c) on behalf of such Highly Compensated  
     Participant for such Plan Year.

           (f) The determination of the amount of Excess Aggregate             
     Contributions with respect to any Plan Year shall be made after first     
     determining the Excess Contributions, if any, to be treated as voluntary  
     Employee contributions due to recharacterization for the plan year of any 
     other qualified cash or deferred arrangement (as defined in Code Section  
     401(k)) maintained by the Employer that ends with or within the Plan Year 
     or which are treated as voluntary Employee contributions due to           
     recharacterization pursuant to Section 11.5.

           (g) The determination and correction of Excess Aggregate            
     Contributions of a Highly Compensated Participant whose actual            
     contribution ratio is determined under the family aggregation rules shall 
     be accomplished as follows:

           (1) If the actual contribution ratio for the Highly Compensated     
           Participant is determined in accordance with Section 11.6(d)(1),    
           then the actual contribution ratio shall be reduced and the Excess  
           Aggregate Contributions for the family unit shall be allocated      
           among the Family Members in proportion to the sum of Employer       
           matching contributions made pursuant to Section 11.1(b) (to the     
           extent taken into account pursuant to Section 11.6(a)), voluntary   
           Employee contributions made pursuant to Section 4.7, Excess         
           Contributions recharacterized as voluntary Employee contributions   
           pursuant to Section 11.5 and any Qualified Non-Elective             
           Contributions or elective deferrals taken into account pursuant to  
           Section 11.6(c) of each Family Member that were combined to         
           determine the group actual contribution ratio.

           (2) If the actual contribution ratio for the Highly Compensated     
           Participant is determined under Section 11.6(d)(2), then the actual 
           contribution ratio shall first be reduced, as required herein, but  
           not below the actual contribution ratio of the group of Family      
           Members who are not Highly Compensated Participants without regard  
           to family aggregation.  The Excess Aggregate Contributions          
           resulting from this initial reduction shall be allocated among the  
           Highly Compensated Participants whose Employer matching             
           contributions made pursuant to Section 11.1(b) (to the extent taken 
           into account pursuant to Section 11.6(a)), voluntary Employee       
           contributions made pursuant to Section 4.7, Excess Contributions    
           recharacterized as voluntary Employee contributions pursuant to     
           Section 11.5 and any Qualified Non-Elective Contributions or        
           elective deferrals taken into account pursuant to Section 11.6(c)   
           were combined to determine the actual contribution ratio.  If       
           further reduction is still required, then Excess Aggregate          
           Contributions resulting from this further reduction shall be        
           determined by taking into account the contributions of all Family   
           Members and shall be allocated among them in proportion to their    
           respective Employer matching contributions made pursuant to Section 
           11.1(b) (to the extent taken into account pursuant to Section       
           11.6(a)), voluntary Employee contributions made pursuant to Section 
           4.7, Excess Contributions recharacterized as voluntary Employee     
           contributions pursuant to Section 11.5 and any Qualified            
           Non-Elective Contributions or elective deferrals taken into account 
           pursuant to Section 11.6(c).

                                       75
<PAGE>
<PAGE>
           (h) Notwithstanding the above, within twelve (12) months after the  
     end of the Plan Year, the Employer may make a special Qualified           
     Non-Elective Contribution on behalf of Non-Highly Compensated             
     Participants in an amount sufficient to satisfy one of the tests set      
     forth in Section 11.6.  Such contribution shall be allocated to the       
     Participant's Qualified Non-Elective Account of each Non-Highly           
     Compensated Participant in the same proportion that each Non-Highly       
     Compensated Participant's Compensation for the year bears to the total    
     Compensation of all Non-Highly Compensated Participants.  A separate      
     accounting shall be maintained for the purpose of excluding such          
     contributions from the "Actual Deferral Percentage" tests pursuant to     
     Section 11.4.

           (i) For purposes of this Section, "Income" means the income or loss 
     allocable to Excess Aggregate Contributions which shall equal the sum of  
     the allocable gain or loss for the Plan Year and the allocable gain or    
     loss for the period between the end of the Plan Year and the date of      
     distribution ("gap period").  The income or loss allocable to Excess      
     Aggregate Contributions for the Plan Year and the "gap period" is         
     calculated separately and is determined by multiplying the income or loss 
     for the Plan Year or the "gap period" by a fraction.  The numerator of    
     the fraction is the Excess Aggregate Contributions for the Plan Year.     
     The denominator of the fraction is the total Participant's Account and    
     Voluntary Contribution Account attributable to Employer matching          
     contributions subject to Section 11.6, voluntary Employee contributions   
     made pursuant to Section 4.7, and any Qualified Non-Elective              
     Contributions and elective deferrals taken into account pursuant to       
     Section 11.6(c) as of the end of the Plan Year or the "gap period,"       
     reduced by the gain allocable to such total amount for the Plan Year or   
     the "gap period" and increased by the loss allocable to such total amount 
     for the Plan Year or the "gap period."

           In lieu of the "fractional method" described above, a "safe harbor  
     method" may be used to calculate the allocable Income for the "gap        
     period."  Under such "safe harbor method," allocable Income for the "gap  
     period" shall be deemed to equal ten percent (10%) of the Income          
     allocable to Excess Aggregate Contributions for the Plan Year of the      
     Participant multiplied by the number of calendar months in the "gap       
     period."  For purposes of determining the number of calendar months in    
     the "gap period," a distribution occurring on or before the fifteenth day 
     of the month shall be treated as having been made on the last day of the  
     preceding month and a distribution occurring after such fifteenth day     
     shall be treated as having been made on the first day of the next         
     subsequent month.

           The Income allocable to Excess Aggregate Contributions resulting    
     from recharacterization of Elective Contributions shall be determined and 
     distributed as if such recharacterized Elective Contributions had been    
     distributed as Excess Contributions.

           Notwithstanding the above, for any distribution under this Section  
     which is made after August 15, 1991, such distribution shall not include  
     any Income for the "gap period".  Further provided, for any distribution  
     under this Section which is made after August 15, 1991, the amount of     
     Income may be computed using a reasonable method that is consistent with  
     Section 4.3(c), provided such method is used consistently for all         
     Participants and for all such distributions for the Plan Year.

           Notwithstanding the above, for Plan Years which began in 1987,      
     Income during the "gap period" shall not be taken into account.

           Notwithstanding the above, for any distribution under this Section  
     which is made after August 15, 1991, such distribution shall not include  
     any Income for the "gap period".  Further provided, for any distribution  
     under this Section which is made after August 15, 1991, the amount of     
     Income may be computed using a reasonable method that is consistent with  
     Section 4.3(c), provided such method is used consistently for all         
     Participants and for all such distributions for the Plan Year.

                                       76
<PAGE>
<PAGE>
11.8 ADVANCE DISTRIBUTION FOR HARDSHIP

           (a) The Administrator, at the election of the Participant, shall    
     direct the Trustee to distribute to any Participant in any one Plan Year  
     up to the lesser of (1) 100% of his accounts as specified in the Adoption 
     Agreement valued as of the last Anniversary Date or other valuation date  
     or (2) the amount necessary to satisfy the immediate and heavy financial  
     need of the Participant.  Any distribution made pursuant to this Section  
     shall be deemed to be made as of the first day of the Plan Year or, if    
     later, the valuation date immediately preceding the date of distribution, 
     and the account from which the distribution is made shall be reduced      
     accordingly.  Withdrawal under this Section shall be authorized only if   
     the distribution is on account of one of the following or any other items 
     permitted by the Internal Revenue Service:

           (1) Medical expenses described in Code Section 213(d) incurred by   
           the Participant, his spouse, or any of his dependents (as defined   
           in Code Section 152) or expenses necessary for these persons to     
           obtain medical care;

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

           (3) Payment of tuition and related educational fees for the next 12 
           months of post-secondary education for the Participant, his spouse, 
           children, or dependents; or

           (4) The need to prevent the eviction of the Participant from his    
           principal residence or foreclosure on the mortgage of the           
           Participant's principal residence.

           (b) No such distribution shall be made from the Participant's       
     Account until such Account has become fully Vested.

           (c) No distribution shall be made pursuant to this Section unless   
     the Administrator, based upon the Participant's representation and such   
     other facts as are known to the Administrator, determines that all of the 
     following conditions are satisfied:

           (1) The distribution is not in excess of the amount of the          
           immediate and heavy financial need of the Participant (including    
           any amounts necessary to pay any federal, state, or local taxes or  
           penalties reasonably anticipated to result from the distribution);

           (2) The Participant has obtained all distributions, other than      
           hardship distributions, and all nontaxable loans currently          
           available under all plans maintained by the Employer;

           (3) The Plan, and all other plans maintained by the Employer,       
           provide that the Participant's elective deferrals and voluntary     
           Employee contributions will be suspended for at least twelve (12)   
           months after receipt of the hardship distribution; and

           (4) The Plan, and all other plans maintained by the Employer,       
           provide that 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 hardship distribution.

           (d) Notwithstanding the above, distributions from the Participant's 
     Elective Account and Qualified Non-Elective Account pursuant to this      
     Section shall be limited solely to the Participant's Deferred             
     Compensation and any income attributable thereto credited to the          
     Participant's Elective Account as of December 31, 1988.

                                       77
<PAGE>
<PAGE>
           (e) Any distribution made pursuant to this Section shall be made in 
     a manner which is consistent with and satisfies the provisions of Section 
     6.5, including, but not limited to, all notice and consent requirements   
     of Code Sections 411(a)(11) and 417 and the Regulations thereunder.

                                       78
<PAGE>
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{"company-data": {"conformed-name": "FIRST SOUTHERN BANCSHARES INC/DE", "cik": "0000934302", "assigned-sic": "6035", "irs-number": "631133624", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32619", "film-number": "97649852"}, "business-address": {"street1": "102 SOUTH COURT STREET", "city": "FLORENCE", "state": "AL", "zip": "35630", "phone": "2057647131"}, "mail-address": {"street1": "102 SOUTH COURT STREET", "city": "FLORENCE", "state": "AL", "zip": "35630"}}
REGISTRATION STATEMENT NO. 333-_____
                                    Filed August 1, 1997

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                       FIRST SOUTHERN BANCSHARES, INC.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

          Delaware                                 63-1133624
-------------------------------                 -------------------
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                  Identification No.)

                            102 South Court Street
                           Florence, Alabama  35630
                               (205) 764-7131
                   ----------------------------------------
                   (Address of principal executive offices)

                        401(k) Plan and Trust Agreement
                        -------------------------------
                           (Full title of the Plan)

      Charles L. Frederick, Jr.                 Copies to:
      President and Chief                       Eric S. Kracov, Esquire
       Executive Officer                        Breyer & Aguggia
      First Southern Bancshares, Inc.           1300 I Street, N.W.
      102 South Court Street                    Suite 470 East      
      Florence, Alabama  35630                  Washington, D.C. 20005
      (205) 764-7131                            (202) 737-7900
      Name, address and telephone
      number of agent for service      

                               Page 1 of 7 Pages
                     Index to Exhibits Appears on Page 4.
Calculation of Registration Fee
-----------------------------------------------------------------------------
Title of 
Securities       Amount      Proposed Maximum  Proposed Maximum    Amount of
  to be           to be       Offering Price       Aggregate     Registration
Registered      Registered     Per Share(1)    Offering Price(1)      Fee
-----------------------------------------------------------------------------
Common Stock,
$.01 par
value            250,000         $13.75(2)        $3,437,500        $1,042
-----------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the amount of the         
     registration fee.  Pursuant to Rule 457(c) under the Securities Act of    
     1933, as amended (the "Securities Act"), the price per share is estimated 
     to be $13.75, based upon the average of the high and low trading prices   
     of the common stock, $.01 par value per share (the "Common Stock"), of    
     First Southern Bancshares, Inc. (the "Registrant"), as reported on the    
     Nasdaq National Market System on July 30, 1997.

(2)  250,000 shares are being registered for issuance under the 401(k) Plan    
     and Trust Agreement ("401(k) Plan").  In addition, this Registration      
     Statement covers an indeterminate number of shares reserved for issuance  
     pursuant to the 401(k) Plan as a result of any future stock split, stock  
     dividend or similar adjustment of the outstanding Common Stock.  Pursuant 
     to Rule 416(c), the Registration Statement also covers an indeterminate   
     number of participation interests available thereunder.

                             ----------------------

       This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act of
1933, as amended, and 17 C.F.R. Section 230.462.

                                     -2-
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Certain Documents by Reference
------
       The following documents filed with the Commission are incorporated in
this Registration Statement by reference:

       (1)  the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1996; and

       (2)  the description of the Common Stock set forth in the Company's
Registration Statement on Form 8-A registering the Company's Common Stock,
pursuant to Section 12(g) of the Securities Exchange Act of 1934, filed
February 2, 1995.

       All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act, after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities covered hereby then
remaining unsold, shall also be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.

       Any statement contained in this Registration Statement, or in a
document incorporated or deemed to be incorporated by reference herein, shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein, or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4.     Description of Securities
------
       Not Applicable

Item 5.     Interests of Named Experts and Counsel
------
       Not Applicable

Item 6.     Indemnification of Directors and Officers
------
       Section 145 of the Delaware General Corporation Law sets forth
circumstances under which directors, officers, employees and agents may be
insured or indemnified against liability which they may incur in their
capacities.

       Article XVII of the Registrant's Certificate of Incorporation provides
for indemnification of the directors, officers, employees and agents of the
Registrant for expenses actually and reasonably incurred in connection with
the defense or settlement of any threatened, pending or completed action or
suit.

Item 7.     Exemption From Registration Claimed
------
       Not Applicable

                                     -3-
Item 8.     Exhibits
------
       The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:

       No.                    Exhibit
       --                     -------

       23.1              Consent of Marmann & Associates, P.C.

       24                Power of attorney (see signature pages)

       99.1              401(k) Plan and Trust Agreement

Item 9.     Undertakings
------
       The undersigned Registrant hereby undertakes:

       1.   To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act, (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement, and (iii)
to include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material change
in such information in the Registration Statement; provided, however, that
clauses (i) and (ii) do not apply if the information required to be included
in a post-effective amendment by those clauses is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

       2.   That, for the purposes of determining any liability under the
Securities Act, 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 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 the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and that
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

       5.   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 Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against liabilities (other than the payment by 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 questions whether such indemnification by it is
against public policy expressed in the Securities Act will and will be
governed by the final adjudication of such issue.

                                     -4-
SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, First
Southern Bancshares, Inc. 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 Florence, and State of
Alabama the 1st day of August 1997.

                                    FIRST SOUTHERN BANCSHARES, INC.

                                    By: /s/ Charles L. Frederick, Jr.
                                        -----------------------------------
                                        Charles L. Frederick, Jr.
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)

                               POWER OF ATTORNEY

            Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.  Each person whose signature appears
below hereby makes, constitutes and appoints Charles L. Frederick, Jr. his
true and lawful attorney, with full power to sign for such person and in such
person's name and capacity indicated below, and with full power of
substitution any and all amendments to this Registration Statement, hereby
ratifying and confirming such person's signature as it may be signed by said
attorney to any and all amendments.

By: /s/ Charles L. Frederick, Jr.                Date:  August 1, 1997
    ---------------------------------------
    Charles L. Frederick, Jr.
    President, Chief Executive Officer and
    Director (Principal Executive Officer)

By: /s/ Thomas N. Ward                           Date:  August 1, 1997
    ---------------------------------------
    Thomas N. Ward
    Executive Vice President and Chief
    Operating Officer (Principal Financial
    and Accounting Officer)

By: /s/ William E. Batson                        Date:  August 1, 1997
    ---------------------------------------
    William E. Batson
    Chairman of the Board

By: /s/ James E. Bishop                          Date:  August 1, 1997
    ---------------------------------------
    James E. Bishop
    Director

                                     -5-
By: /s/ Milka S. Duke                            Date:  August 1, 1997
    ---------------------------------------
    Milka S. Duke
    Director

By:                                             Date:  _________, 1997
    ---------------------------------------
    Gary A. Gamble
    Director

By: /s/ J. Acker Rogers                          Date:  August 1, 1997
    ---------------------------------------
    J. Acker Rogers
    Director

By: /s/ Kenneth A. Williams                      Date:  August 1, 1997
    ---------------------------------------
    Kenneth A. Williams
    Director

                                     -6-
The Plan.  Pursuant to the requirements of the Securities and Exchange
Act of 1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                          FIRST SOUTHERN BANCSHARES, INC.

Date:  August 1, 1997                     By:  /s/ Charles L. Frederick, Jr.
                                               -------------------------------
                                               Charles L. Frederick, Jr.
                                                Plan Administrator

                                     -7-
Exhibit 23.1

                        Consent of Independent Auditors
Marmann & Associates, P.C.                                Fred K. Marmann, CPA
CERTIFIED PUBLIC ACCOUNTANTS                              --------------------
                                                      Larry Frank McCrary, CPA
                                                          David C. Ladner, CPA

                                                          900 E. Second Street
                                                           Post Office Box 567
                                                          Sheffield, AL  35660 
                                                           Tel: (205) 381-1473
                                                           Fax: (205) 381-1484

                     Independent Auditors' Consent
                     -----------------------------

The Board of Directors
First Southern Bancshares, Inc.

We consent to incorporation by reference in the registration statement of Form
S-8 of First Southern Bancshares, Inc., of our report dated March 7, 1997,
relating to the consolidated balance sheets of First Southern Bancshares,
Inc., and Subsidiary as of December 31, 1995 and 1996, and the related
consolidated statements of income, changes in stockholders' equity, and cash
flows for each of the three years in the three year period ended December 31,
1996, which report appears in the December 31, 1996, Annual Report on Form 10-
KSB of First Southern Bancshares, Inc.

/s/ Marmann & Associates, P.C.

Marmann & Associates, P.C.
Sheffield, Alabama
July 30, 1997
Exhibit 24

                    Power of Attorney (see signature page)
Exhibit 99.1

                        401(k) Plan and Trust Agreement
ADOPTION AGREEMENT FOR

                PENSION & BENEFIT FINANCIAL SERVICES, INC.
                    STANDARDIZED 401(K) PROFIT SHARING
                              PLAN AND TRUST
                         (WITH PAIRING PROVISIONS)

     The undersigned Employer adopts the PENSION & BENEFIT FINANCIAL SERVICES,
INC. Standardized 401(k) Profit Sharing Plan and Trust for those Employees who
shall qualify as Participants hereunder, to be known as the

A1   FIRST SOUTHERN BANK 401(k) PLAN                                           
     ------------------------------------------------------------------------- 
                             (Enter Plan Name)

It shall be effective as of the date specified below.  The Employer hereby
selects the following Plan specifications:

CAUTION:   The failure to properly fill out this Adoption Agreement may result
in disqualification of the Plan.

EMPLOYER INFORMATION

B1   Name of Employer    FIRST SOUTHERN BANK                           
                         -----------------------------------------------------

                         -----------------------------------------------------

B2   Address   102 S. Court Street
               ---------------------------------------------------------------
               Florence             ,   AL                    35633
               -----------------------  ------------------    ---------------
                       City                   State                 Zip

     Telephone     (205)764-7131
                   ----------------

B3   Employer Identification Number   63-0074813  
                                      --------------
B4   Date Business Commenced          January 1935
                                      --------------
B5   TYPE OF ENTITY

     a. ( )   S Corporation
     b. ( )   Professional Service Corporation
     c. (X)   Corporation
     d. ( )   Sole Proprietorship
     e. ( )   Partnership
     f. ( )   Other

AND, is the Employer a member of...
     g. a controlled group?  ( ) Yes  (X) No
     h. an affiliated service group?  ( ) Yes  (X) No

                                     1
B6   NAME(S) OF TRUSTEE(S)

     a. Charles L. Frederick
        ----------------------------------------------------------------------
     b. Marva Kaye Townsend
        ----------------------------------------------------------------------
     c. Thomas N. Ward
        ----------------------------------------------------------------------
     d.
        ----------------------------------------------------------------------
     e.
        ----------------------------------------------------------------------

B7   TRUSTEES' ADDRESS

     a. (X)  Use Employer Address

     b. ( )
             -----------------------------------------------------------------
                                          Street

             -------------------, --------------------------  ----------------
                    City                   State                     Zip

B8   LOCATION OF EMPLOYER'S PRINCIPAL OFFICE:

     a. (X) State   b. ( ) Commonwealth of   c. Alabama and this Plan and      
     Trust shall be governed under the same.    -------

B9   EMPLOYER FISCAL YEAR means the 12 consecutive month period:

     Commencing on a.  January 1st     (e.g., January 1st) and
                      ----------------
                      month       day

     ending on b. December 31st       .
                  --------------------
                  month           day

                                       2
PLAN INFORMATION

C1   EFFECTIVE DATE

     This Adoption Agreement of the PENSION & BENEFIT FINANCIAL SERVICES, INC. 
    Standardized 401(k) Profit Sharing Plan and Trust shall:

     a.  (X)  establish a new Plan and Trust effective as of July 1, 1997      
              (hereinafter called the "Effective Date").

     b.  ( )  constitute an amendment and restatement in its entirety of a     
              previously established qualified Plan and Trust of the Employer  
              which was effective        (hereinafter called the "Effective
                                  ------
              Date").  Except as specifically provided in the Plan, the        
              effective date of this amendment and restatement is        (For
                                                                  ------
              TRA '86 amendments, enter the first day of the first Plan Year   
              beginning in 1989).

C2   PLAN YEAR means the 12 consecutive month period:

     Commencing on a.  January 1st      (e.g., January 1st) and
                      ------------------
     ending on b.  December 31st       .
                  ---------------------
IS THERE A SHORT PLAN YEAR?

     c. ( )  No
     d. (X)  Yes, beginning July 1st, 1997
                            ---------------
           and ending December 31st, 1997.
                      -------------
C3   ANNIVERSARY DATE of Plan (Annual Valuation Date)

     a. December 31st
        ------------------
        month         day

C4   PLAN NUMBER assigned by the Employer (select one)
     a. ( ) 001   b. ( ) 002   c. (X) 003   d. ( ) Other

                                       3
C5   NAME OF PLAN ADMINISTRATOR (Document provides for the Employer to appoint 
     an Administrator.  If none is named, the Employer will become the         
     Administrator.)

     a. (X)  Employer (Use Employer Address)

     b. ( )  Name
                  ------------------------------------------------------------

             Address ( ) Use Employer Address

                  ------------------------------------------------------------

                  ---------------------, -----------------------  ------------
                         City                    State                 Zip

             Telephone
                       ----------------------------------------

             Administrator's I.D. Number
                                          ---------------------

C6   PLAN'S AGENT FOR SERVICE OF LEGAL PROCESS

     a. (X)  Employer (Use Employer Address)

     b. ( )  Name
                  ------------------------------------------------------------

             Address
                    ----------------------------------------------------------

                    ----------------------------------------------------------

                                       4
ELIGIBILITY, VESTING AND RETIREMENT AGE

D1   ELIGIBLE EMPLOYEES (Plan Section 1.15) shall mean all Employees who have  
     satisfied the eligibility requirements except those checked below:

     a. (X)  N/A.  No exclusions.
     b. ( )  Employees whose employment is governed by a collective bargaining 
             agreement between the Employer and "employee representatives"     
             under which retirement benefits were the subject of good faith    
             bargaining.  For this purpose, the term "employee                 
             representatives" does not include any organization more than half 
             of whose members are employees who are owners, officers, or       
             executives of the Employer.

     c. ( )  Employees who are nonresident aliens who received no earned       
             income (within the meaning of Code Section 911(d)(2)) from the    
             Employer which constitutes income from sources within the United  
             States (within the meaning of Code Section 861(a)(3)).

     NOTE:   For purposes of this section, the term Employee shall include all 
             Employees of this Employer, any Affiliated Employer, and any      
             leased employees deemed to be Employees under Code Section 414(n) 
             or 414(o).

D2   HOURS OF SERVICE (Plan Section 1.31) will be determined on the basis of   
     the method selected below.  Only one method may be selected.  The method  
     selected will be applied to all Employees covered under the Plan.

     a. (X)  On the basis of actual hours for which an Employee is paid or     
             entitled to payment.

     b. ( )  On the basis of days worked.  An Employee will be credited with   
             ten (10) Hours of Service if under the Plan such Employee would   
             be credited with at least one (1) Hour of Service during the day.

     c. ( )  On the basis of weeks worked.  An Employee will be credited       
             forty-five (45) Hours of Service if under the Plan such Employee  
             would be credited with at least one (1) Hour of Service during    
             the week.

     d. ( )  On the basis of semi-monthly payroll periods.  An Employee will   
             be credited with ninety-five (95) Hours of Service if under the   
             Plan such Employee would be credited with at least one (1) Hour   
             of Service during the semi-monthly payroll period.

     e. ( )  On the basis of months worked.  An Employee will be credited with 
             one hundred ninety (190) Hours of Service if under the Plan such  
             Employee would be credited with at least one (1) Hour of Service  
             during the month.

                                       5
D3   CONDITIONS OF ELIGIBILITY (Plan Section 3.1)
     (Check either a OR b and c, and if applicable, d)

     Any Eligible Employee will be eligible to participate in the Plan if such 
     Eligible Employee has satisfied the service and age requirements, if any, 
     specified below:

     a. ( )  NO AGE OR SERVICE REQUIRED.

     b. (X)  SERVICE REQUIREMENT.  (may not exceed 1 year)

           1. ( )  None
           2. ( )  1/2 Year of Service
           3. (X)  1 Year of Service
           4. ( )  Other
                         --------
     NOTE:   If the Year(s) of Service selected is or includes a fractional    
             year, an Employee will not be required to complete any specified  
             number of Hours of Service to receive credit for such fractional  
             year.  If expressed in Months of Service, an Employee will not be 
             required to complete any specified number of Hours of Service in
a            particular month.

     c. (X)  AGE REQUIREMENT (may not exceed 21)

           1. ( )  N/A - No Age Requirement.
           2. ( )  20 1/2
           3. (X)  21
           4. ( )  Other        

     d. ( )  FOR NEW PLANS ONLY - Regardless of any of the above age or        
             service requirements, any Eligible Employee who was employed on   
             the Effective Date of the Plan shall be eligible to participate   
             hereunder and shall enter the Plan as of such date.

D4   EFFECTIVE DATE OF PARTICIPATION (Plan Section 3.2)
     An Eligible Employee shall become a Participant as of:

     a. ( )  the first day of the Plan Year in which he met the requirements.
     b. ( )  the first day of the Plan Year in which he met the requirements,  
             if he met the requirements in the first 6 months of the Plan      
             Year, or as of the first day of the next succeeding Plan Year if  
             he met the requirements in the last 6 months of the Plan Year.
     c. (X)  the earlier of the first day of the seventh month or the first    
             day of the Plan Year coinciding with or next following the date   
             on which he met the requirements.
     d. ( )  the first day of the Plan Year next following the date on which   
             he met the requirements.
             (Eligibility must be 1/2 Year of Service or less and age 20 1/2   
             or less.)
     e. ( )  the first day of the month coinciding with or next following the  
             date on which he met the requirements.
     f. ( )  Other:               , provided that an Employee who has
                    --------------
             satisfied the maximum age and service requirements that are       
             permissible in Section D3 above and who is otherwise entitled to  
             participate, shall commence participation no later than the       
             earlier of (a) 6 months after such requirements are satisfied, or 
             (b) the first day of the first Plan Year after such requirements  
             are satisfied, unless the Employee separates from service before  
             such participation date.

                                       6
D5   VESTING OF PARTICIPANT'S INTEREST (Plan Section 6.4(b))

     The vesting schedule, based on number of Years of Service, shall be as    
     follows:

     a. ( )  100% upon entering Plan.  (Required if eligibility requirement is 
            greater than one (1) Year of Service.)

     b. ( )  0-2 years    0%   c. (X)  0-4 years     0%
               3 years  100%             5 years   100%

     d. ( )  0-1 year     0%   e. ( )    1 year    25%
               2 years   20%             2 years   50%
               3 years   40%             3 years   75%
               4 years   60%             4 years  100%
               5 years   80%
               6 years  100%

     f. ( )  1 year      20%   g. ( )  0-2 years    0%
             2 years     40%             3 years   20%
             3 years     60%             4 years   40%
             4 years     80%             5 years   60%
             5 years    100%             6 years   80%
                                         7 years  100%

     h. ( )  Other - Must be at least as liberal as either c or g above.

             Years of Service             Percentage

             ----------------             -----------
             ----------------             -----------
             ----------------             -----------
             ----------------             -----------
             ----------------             -----------
             ----------------             -----------
             ----------------             -----------

                                       7
D6   FOR AMENDED PLANS (Plan Section 6.4(f)) If the vesting schedule has been
amended to a less favorable schedule, enter the pre-amended schedule below:

     a. ( )  Vesting schedule has not been amended or amended schedule is more 
             favorable in all years.

     b. ( )  Years of Service            Percentage

             ----------------           -----------
             ----------------           -----------
             ----------------           -----------
             ----------------           -----------
             ----------------           -----------
             ----------------           -----------
             ----------------           -----------

D7   TOP HEAVY VESTING (Plan Section 6.4(c)) If this Plan becomes a Top Heavy  
     Plan, the following vesting schedule, based on number of Years of         
     Service, for such Plan Year and each succeeding Plan Year, whether or not 
     the Plan is a Top Heavy Plan, shall apply and shall be treated as a Plan  
     amendment pursuant to this Plan.  Once effective, this schedule shall     
     also apply to any contributions made prior to the effective date of Code  
     Section 416 and/or before the Plan became a Top Heavy Plan.

     a. ( )  N/A (D5a, b, d, e or f was selected)

     b. ( )  0-1 year     0%   c. (X)  0-2 years     0%
               2 years   20%             3 years   100%
               3 years   40%
               4 years   60%
               5 years   80%
               6 years  100%

     NOTE:  This section does not apply to the Account balances of any         
            Participant who does not have an Hour of Service after the Plan    
            has initially become top heavy.  Such Participant's Account        
            balance attributable to Employer contributions and Forfeitures     
            will be determined without regard to this section.

                                       8
D8   VESTING (Plan Section 6.4(h)) In determining Years of Service for vesting 
     purposes, Years of Service attributable to the following shall be         
     EXCLUDED:

     a. ( )  Service prior to the Effective Date         b. (X)  N/A.
             of the Plan or a predecessor plan.
     c. (X)  Service prior to the time an Employee       d. ( )  N/A.
             attained age 18.

D9   PLAN SHALL RECOGNIZE SERVICE WITH PREDECESSOR EMPLOYER

     a. ( )  No.
     b. (X)  Yes:  Years of Service with  First Federal Savings & Loan
                                         ------------------------------------ 
                   Association of Florence shall be recognized for the purpose
                   -----------------------
                   of this Plan.

     NOTE: If the predecessor Employer maintained this qualified Plan, then    
           Years of Service with such predecessor Employer shall be recognized 
           pursuant to Section 1.74, and b. must be marked.

D10  NORMAL RETIREMENT AGE ("NRA") (Plan Section 1.42) means:

     a. (X)  the date a Participant attains his   65   birthday. (not to
                                                ------
             exceed 65th)
     b. ( )  the later of the date a Participant attains his        birthday
                                                             ------
             (not to exceed 65th) or the c.       (not to exceed 5th)
                                            -----
             anniversary of the first day of the Plan Year in which            
             participation in the Plan commenced.

D11  NORMAL RETIREMENT DATE (Plan Section 1.43) shall commence:

     a. (X)  as of the Participant's "NRA. "

             OR (must select b. or c. AND 1. or 2.)

     b. ( )  as of the first day of the month...
     c. ( )  as of the Anniversary Date...
             1. ( ) coinciding with or next following the Participant's "NRA."
             2. ( ) nearest the Participant's "NRA."

D12  EARLY RETIREMENT DATE (Plan Section 1.12) means the:

     a. ( )  No Early Retirement provision provided.
     b. (X)  date on which a Participant...
     c. ( )  first day of the month coinciding with or next following the date 
             on which a Participant...
     d. ( )  Anniversary Date coinciding with or next following the date on    
             which a Participant...
     AND, if b, c or d was selected...
             1. (X) attains his 55 birthday and has
             2. ( ) completed at least ______ Years of Service.

                                       9
CONTRIBUTIONS, ALLOCATIONS AND DISTRIBUTIONS

E1   a.    COMPENSATION (Plan Section 1.9) with respect to any Participant     
           means:

           1. ( )  Wages, tips and other Compensation on Form W-2.
           2. (X)  Section 3401(a) wages (wages for withholding purposes).
           3. ( )  415 safe-harbor compensation.

           AND COMPENSATION

           1. ( )  shall
           2. (X)  shall not

     exclude (even if includible in gross income) reimbursements or other      
     expense allowances, fringe benefits (cash or noncash), moving expenses,   
     deferred compensation, and welfare benefits.

     b.    COMPENSATION shall be

           1. (X)  actually paid (must be selected if Plan is integrated)
           2. ( )  accrued

     c.    FOR PURPOSES OF THIS SECTION E1, Compensation shall be based on:

           1. (X)  the Plan Year.
           2. ( )  the Fiscal Year coinciding with or ending within the Plan   
                   Year.
           3. ( )  the Calendar Year coinciding with or ending within the Plan 
                   Year.

     NOTE: The Limitation Year shall be the same as the year on which          
           Compensation is based.

     d.    HOWEVER, for an Employee's first year of participation,             
           Compensation shall be recognized as of:

           1. ( )  the first day of the Plan Year.
           2. (X)  the date the Participant entered the Plan.

     e.    IN ADDITION, COMPENSATION and "414(s) Compensation"

           1. (X)  shall   2. ( )  shall not include compensation which is not 
           currently includible in the Participant's gross income by reason of 
           the application of Code Sections 125, 402(a)(8), 402(h)(1)(B), or   
           403(b).

E2   SALARY REDUCTION ARRANGEMENT - ELECTIVE CONTRIBUTION
     (Plan Section 11.2) Each Employee may elect to have his Compensation      
     reduced by:

     a. ( )  ____%
     b. ( )  up to ____%
     c. ( )  from ____% to ____%
     d. (X)  up to the maximum percentage allowable not to exceed the limits   
             of Code Sections 401(k), 404 and 415.

AND...

                                       10
e. (X)  A Participant may elect to commence salary reductions as of       
             January 1 & July 1 (ENTER AT LEAST ONE DATE OR PERIOD).  A        
             Participant may modify the amount of salary reductions as  of     
             January 1 & July 1 (ENTER AT LEAST ONE DATE OR PERIOD).

AND...

     Shall cash bonuses paid within 2 1/2 months after the end of the Plan     
     Year be subject to the salary reduction election?

     f. ( )  Yes
     g. (X)  No

                                       11
E3   FORMULA FOR DETERMINING EMPLOYER'S MATCHING CONTRIBUTION
     (Plan Section 11.1(b))

     a. ( )  N/A.  There shall be no matching contributions.
     b. ( )  The Employer shall make matching contributions equal to _% (e.g.  
             50%) of the Participant's salary reductions.
     c. (X)  The Employer may make matching contributions equal to a           
             discretionary percentage, to be determined by the Employer, of    
             the Participant's salary reductions.
     d. ( )  The Employer shall make matching contributions equal to the sum   
             of ____% of the portion of the Participant's salary reduction     
             which does not exceed ____% of the Participant's Compensation     
             plus ____% of the portion of the Participant's salary reduction   
             which exceeds ____% of the Participant's Compensation, but does   
             not exceed ____% of the Participant's Compensation.
     e. ( )  The Employer shall make matching contributions equal to the       
             percentage determined under the following schedule:

           Participant's Total           Matching Percentage
           Years of Service
                           
           ----------------                  -----------
           ----------------                  -----------
           ----------------                  -----------

FOR PLANS WITH MATCHING CONTRIBUTIONS

     f. (X)  Matching contributions  g. ( ) shall  h. (X) shall not be used in 
             satisfying the deferral percentage tests.  (If used, full vesting 
             and restrictions on withdrawals will apply and the match will be  
             deemed to be an Elective Contribution).
     i. ( )  For Plan Years beginning prior to 1990, a Year of Service ( )     
             shall  j. ( ) shall not be required in order to share in the      
             matching contributions.  For Plan Years beginning after 1989, a   
             Year of Service shall not be required in order to share in the    
             matching contributions.
     k. ( )  In determining matching contributions, only salary reductions up  
             to ____% of a Participant's Compensation will be matched.  l. (X) 
             N/A
     m. ( )  The matching contribution made on behalf of a Participant for any 
             Plan Year shall not exceed $_____.  n.  (X) N/A
     o. (X)  Matching contributions shall be made on behalf of
             1. (X)  all Participants.
             2. ( )  only Non-Highly Compensated Employees.
     p. ( )  Notwithstanding anything in the Plan to the contrary, all         
             matching contributions which relate to distributions of Excess    
             Deferred Compensation, Excess Contributions, and Excess Aggregate 
             Contributions shall be Forfeited.  (Select this option only if it 
             is applicable.)

                                       12
E4   WILL A DISCRETIONARY EMPLOYER CONTRIBUTION BE PROVIDED (OTHER THAN A      
     DISCRETIONARY MATCHING OR QUALIFIED NON-ELECTIVE CONTRIBUTION) (Plan      
     Section 11.1(c))?

     a. ( )  No.
     b. ( )  Yes, the Employer may make a discretionary contribution out of    
             its current or accumulated Net Profit.
     c. (X)  Yes, the Employer may make a discretionary contribution which is  
             not limited to its current or accumulated Net Profit.

     IF YES (b. or c. is selected above), the Employer's discretionary         
     contribution shall be allocated as follows:

     d. (X)  FOR A NON-INTEGRATED PLAN

     The Employer discretionary contribution for the Plan Year shall be        
     allocated in the same ratio as each Participant's Compensation bears to   
     the total of such Compensation of all Participants.

     e. ( )  FOR AN INTEGRATED PLAN

     The Employer discretionary contribution for the Plan Year shall be        
     allocated in accordance with Plan Section 4.3(b)(2) based on a            
     Participant's Compensation in excess of:

     f. ( )  The Taxable Wage Base.
     g. ( )  The greater of $10,000 or 20% of the Taxable Wage Base.
     h. ( )  ____% of the Taxable Wage Base.  (See Note below)
     i. ( )  $_____.  (see Note below)

     NOTE: The integration percentage of 5.7% shall be reduced to:

           1.  4.3% if h. or i. above is more than 20% and less than or equal  
               to 80% of the Taxable Wage Base.
           2.  5.4% if h. or i. above is less than 100% and more than 80% of   
               the Taxable Wage Base.

                                       13
E5   QUALIFIED NON-ELECTIVE CONTRIBUTIONS (Plan Section I 1.1 (d))

     a. (X)  N/A.  There shall be no Qualified Non-Elective Contributions      
             except as provided in Section 11.5(b) and 11.7(h).
     b. ( )  The Employer shall make a Qualified Non-Elective Contribution     
             equal to ____% of the total Compensation of all Participants      
             eligible to share in the allocations.
     c. ( )  The Employer may make a Qualified Non-Elective Contribution in an 
             amount to be determined by the Employer.

E6   FORFEITURES (Plan Section 4.3(e))

     a.      Forfeitures of contributions other than matching contributions    
             shall be...

           1. ( )  added to the Employer's contribution under the Plan.
           2. (X)  allocated to all Participants eligible to share in the      
                   allocations in the same proportion that each Participant's  
                   Compensation for the year bears to the Compensation of all  
                   Participants for such year.

     b.      Forfeitures of matching contributions shall be...

           1. ( )  N/A. No matching contributions or match is fully vested.
           2. (X)  used to reduce the Employer's matching contribution.
           3. ( )  allocated to all Participants eligible to share in the      
                   allocations in proportion to each such Participant's        
                   Compensation for the year.
           4. ( )  allocated to all Non-Highly Compensated Employee's eligible 
                   to share in the allocations in proportion to each such      
                   Participant's Compensation for the year.

                                       14
E7   ALLOCATIONS TO TERMINATED PARTICIPANTS (Plan Section 4.3(k))

     Any Participant who terminated employment during the Plan Year for        
     reasons other than death, Total and Permanent Disability or retirement:

     a.    With respect to the allocation of Employer Non-Elective             
           Contributions (other than matching), Qualified Non-Elective         
           Contributions, and Forfeitures for Plan Years beginning prior to    
           1990:

           1. (X)  N/A
           2. ( )  shall share in such allocations provided such Participant   
                   completed a Year of Service.
           3. ( )  shall not share in such allocations regardless of Hours of  
                   Service.

     NOTE: The Plan provides that for Plan Years beginning after 1989, a       
           terminated Participant shall share in such allocations provided     
           such Participant completed more than 500 Hours of Service.

     b.    With respect to the allocation of Employer Matching Contributions,  
           a Participant:

           1.    For Plan Years beginning after 1989,

                 i.   ( )  N/A, Plan does not provide for matching             
                           contributions.
                 ii.  (X)  shall share in the allocations, regardless of Hours 
                           of Service.
                 iii. ( )  shall share in the allocations provided such        
                           Participant completed more than 500 Hours of        
                           Service.

           2.    For Plan Years beginning before 1990,

                 i.   (X)  N/A, new Plan, or same as Plan Years beginning      
                           after 1989.
                 ii.  ( )  shall share in the allocations, regardless of Hours 
                           of Service.
                 iii. ( )  shall share in the allocations provided such        
                           Participant completed a Year of Service.

E8    ALLOCATIONS OF EARNINGS (Plan Section 4.3(c))

     Allocations of earnings with respect to amounts contributed to the Plan   
     after the previous Anniversary Date or other valuation date shall be      
     determined...

     a. ( )  by using a weighted average.
     b. ( )  by treating one-half of all such contributions as being a part of 
             the Participant's nonsegregated account balance as of the         
             previous Anniversary Date or valuation date.
     c. (X)  by using the method specified in Section 4.3(c).
     d. ( )  other _____________________

                                       15
E9 LIMITATIONS ON ALLOCATIONS (Plan Section 4.4)

     a.    If any Participant is or was covered under another qualified        
           defined contribution plan maintained by the Employer, or if the     
           Employer maintains a welfare benefit fund, as defined in Code       
           Section 419(e), or an individual medical account, as defined in     
           Code Section 415(1)(2), under which amounts are treated as Annual   
           Additions with respect to any Participant in this Plan:

           1. ( )  N/A.
           2. (X)  The provisions of Section 4.4(b) of the Plan will apply.
           3. ( )  Provide the method under which the Plans will limit total   
                   Annual Additions to the Maximum Permissible Amount, and     
                   will properly reduce any Excess Amounts, in a manner that   
                   precludes Employer discretion.

     NOTE: If a.3 above is selected, an Employer may not rely on the opinion   
           letter issued by the Internal Revenue Service that this Plan is     
           qualified under Code Section 401.

     b.    If any Participant is or ever has been a Participant in a defined   
           benefit plan maintained by the Employer:

           1. ( )  N/A.
           2. (X)  In any Limitation Year, the Annual Additions credited to    
                   the Participant under this Plan may not cause the sum of    
                   the Defined Benefit Plan Fraction and the Defined           
                   Contribution Fraction to exceed 1.0.  If the Employer's     
                   contribution that would otherwise be made on the            
                   Participant's behalf during the limitation year would cause 
                   the 1.0 limitation to be exceeded, the rate of contribution 
                   under this Plan will be reduced so that the sum of the      
                   fractions equals 1.0.  If the 1.0 limitation is exceeded    
                   because of an Excess Amount, such Excess Amount will be     
                   reduced in accordance with Section 4.4(a)(4) of the Plan.
           3. ( )  Provide the method under which the Plans involved will      
                   satisfy the 1.0 limitation in a manner that precludes       
                   Employer discretion.

                                       16
E10  DISTRIBUTIONS UPON DEATH (Plan Section 6.6(h))
     Distributions upon the death of a Participant prior to receiving any      
     benefits shall...

     a. (X)  be made pursuant to the election of the Participant or            
             beneficiary.
     b. ( )  begin within 1 year of death for a designated beneficiary and be  
             payable over the life (or over a period not exceeding the life    
             expectancy) of such beneficiary, except that if the beneficiary   
             is the Participant's spouse, begin within the time the            
             Participant would have attained age 70 1/2. 
     c. ( )  be made within 5 years of death for all beneficiaries.
     d. ( )  other                   .
                   ------------------

E11  LIFE EXPECTANCIES (Plan Section 6.5(f)) for minimum distributions         
     required pursuant to Code Section 401(a)(9) shall...

     a. (X)  be recalculated at the Participant's election.
     b. ( )  be recalculated.
     c. ( )  not be recalculated.

E12  CONDITIONS FOR DISTRIBUTIONS UPON TERMINATION
     Distributions upon termination of employment pursuant to Section 6.4(a)   
     of the Plan shall not be made unless the following conditions have been   
     satisfied:

     a. ( )  N/A.  Immediate distributions may be made at Participant's        
             election.
     b. (X)  The Participant has incurred one 1-Year Break(s)) in Service.
     c. ( )  The Participant has reached his or her Early or Normal Retirement 
             Age.
     d. ( )  Distributions may be made at the Participant's election on or     
             after the Anniversary Date following termination of employment.
     e. ( )  Other                       .
                   ----------------------

E13  FORM OF DISTRIBUTIONS (Plan Sections 6.5 and 6.6) Distributions under the 
     Plan may be made...

     a.    1. (X)  in lump sums.
           2. ( )  in lump sums or installments.

     b. AND, pursuant to Plan Section 6.13,

           1. (X)  no annuities are allowed (avoids Joint and Survivor rules).
           2. ( )  annuities are allowed (Plan Section 6.13 shall not apply).

     NOTE: b.1. above may not be elected if this is an amendment to a plan     
           which permitted annuities as a form of distribution or if this Plan 
           has accepted a plan to plan transfer of assets from a plan which    
           permitted annuities as a form of distribution.

     c. AND may be made in...

           1. (X)  cash only (except for insurance or annuity contracts).
           2. ( )  cash or property.

                                       17
TOP HEAVY REQUIREMENTS

F1   TOP HEAVY DUPLICATIONS (Plan Section 4.3(i)): When a Non-Key Employee is  
     a Participant in this Plan and a Defined Benefit Plan maintained by the   
     Employer, indicate which method shall be utilized to avoid duplication of 
     top heavy minimum benefits.

     a. ( )  The Employer does not maintain a Defined Benefit Plan.
     b. (X)  A minimum, non-integrated contribution of 5% of each Non-Key      
             Employee's total Compensation shall be provided in this Plan, as  
             specified in Section 4.3(i).  (The Defined Benefit and Defined    
             Contribution Fractions will be computed using 100% if this choice 
             is selected.)
     c. ( )  A minimum, non-integrated contribution of 7 1/2% of each Non-Key
             Employee's total Compensation shall be provided in this Plan, as  
             specified in Section 4.3(i).  (If this choice is selected, the    
             Defined Benefit and Defined Contribution Fractions will be        
             computed using 125% for all Plan Years in which the Plan is Top   
             Heavy, but not Super Top Heavy.)
     d. ( )  Specify the method under which the Plans will provide top heavy   
             minimum benefits for Non-Key Employees that will preclude         
             Employer discretion and avoid inadvertent omissions, including    
             any adjustments required under Code Section 415(e).

                                       18
F2   PRESENT VALUE OF ACCRUED BENEFIT (Plan Section 2.2) for Top Heavy         
     purposes where the Employer maintains a Defined Benefit Plan in addition  
     to this Plan, shall be based on...

     a. ( )  N/A.  The Employer does not maintain a defined benefit plan.

     b. (X)  Interest Rate:   6.5  %
                            -------
             Mortality Table:   1983 G.A.M. Unisex  
                                --------------------
F3   TOP HEAVY DUPLICATIONS:  Employer maintaining two (2) or more Defined     
     Contribution Plans (other than paired plans).

     a. ( )  N/A.
     b. ( )  A minimum, non-integrated contribution of 3% of each Non-Key      
             Employee's total Compensation shall be provided in the Money      
             Purchase Plan (or other plan subject to Code Section 412), where  
             the Employer maintains two (2) or more non-paired Defined         
             Contribution Plans.
     c. (X)  Specify the method under which the Plans will provide top heavy   
             minimum benefits for Non-Key Employees that will preclude         
             Employer discretion and avoid inadvertent omissions, including    
             any adjustments required under Code Section 415(e).

     A minimum, non-integrated contribution of 3% of each non-key employee's   
     total compensation shall be provided in this plan.

F4   IS THIS A PAIRED PLAN?

     a. ( )  Yes.  Name the Plan(s) with which this is paired.

             -----------------------------------------------------------------

     b. (X)  No or N/A.

                                       19
MISCELLANEOUS

G1   LOANS TO PARTICIPANTS (Plan Section 7.4)

     a. ( )  Yes, loans may be made up to $50,000 or 1/2 Vested interest.
     b. (X)  No, loans may not be made.

     If YES, (check all that apply)...

     c. ( )  loans shall be treated as a Directed Investment.
     d. ( )  loans shall only be made for hardship or financial necessity.
     e. ( )  the minimum loan shall be $1,000.
     f. ( )  $10,000 de minimis loans may be made regardless of Vested         
             interest.  (If selected, Plan may need security in addition to    
             Vested interest.)

     NOTE: Department of Labor Regulations require the adoption of a separate  
           written loan program setting forth the requirements outlined in     
           Plan Section 7.4.

G2   DIRECTED INVESTMENT ACCOUNTS (Plan Section 4.8) are permitted for the     
     interest in any one or more accounts.

     a. (X)  Yes, regardless of the Participant's Vested interest in the Plan.
     b. ( )  Yes, but only with respect to the Participant's Vested interest   
             in the Plan.
     c. ( )  Yes, but only with respect to those accounts which are 100%       
             Vested.
     d. ( )  No directed investments are permitted.

G3   TRANSFERS FROM QUALIFIED PLANS (Plan Section 4.6)

     a. (X)  Yes, transfers from qualified plans (and rollovers) will be       
             allowed.
     b. ( )  No, transfers from qualified plans (and rollovers) will not be    
             allowed.

     AND, transfers shall be permitted...

     c. (X)  from any Employee, even if not a Participant.
     d. ( )  from Participants only.

                                       20
G4   EMPLOYEES' VOLUNTARY CONTRIBUTIONS (Plan Section 4.7)

     a. ( )  Yes, Voluntary Contributions are allowed subject to the limits of 
             Section 4.10.
     b. (X)  No, Voluntary Contributions will not be allowed.

     NOTE: TRA '86 subjects voluntary contributions to strict discrimination   
           rules.

G5   HARDSHIP DISTRIBUTIONS (Plan Sections 6.11 and 11.8)

     a. ( )  Yes, from any accounts which are 100% Vested.
     b. ( )  Yes, from Participant's Elective Account only.
     c. ( )  Yes, but limited to the Participant's Account only.
     d. (X)  No.

     NOTE: Distributions from a Participant's Elective Account are limited to  
           the portion of such account attributable to such Participant's      
           Deferred Compensation and earnings attributable thereto up to       
           December 31, 1988.  Also hardship distributions are not permitted   
           from a Participant's Qualified Non-Elective Account.

G6   PRE-RETIREMENT DISTRIBUTION (Plan Section 6.10)

     a. ( )  If a Participant has reached the age of ______, distributions may 
             be made, at the Participant's election, from any accounts which   
             are 100% Vested without requiring the Participant to terminate    
             employment.
     b. (X)  No pre-retirement distribution may be made.

     NOTE: Distributions from a Participant's Elective Account and Qualified   
           Non-Elective Account are not permitted prior to age 59 1/2.

                                       21
G7   LIFE INSURANCE (Plan Section 7.2(d)) may be purchased with Plan           
     contributions.

     a. (X)  No life insurance may be purchased.
     b. ( )  Yes, at the option of the Administrator.
     c. ( )  Yes, at the option of the Participant.

     AND the purchase of initial or additional life insurance shall be subject 
     to the following limitations: (select all that apply)

     d. ( )  N/A, no limitations.
     e. ( )  each initial Contract shall have a minimum face amount of $_____.
     f. ( )  each additional Contract shall have a minimum face amount of      
             $_____.
     g. ( )  the Participant has completed _____ Years of Service.
     h. ( )  the Participant has completed _____ Years of Service while a      
             Participant in the Plan.
     i. ( )  the Participant is under age _____ on the Contract issue date.
     j. ( )  the maximum amount of all Contracts on behalf of a Participant    
             shall not exceed $_____.
     k. ( )  the maximum face amount of life insurance shall be $_____.

                                       22
An Employer who has ever maintained or who later adopts any plan in addition
to this Plan (including a welfare benefit fund, as defined in Code Section
419(e), which provides post-retirement medical benefits allocated to separate
accounts for Key Employees, as defined in Code Section 419A(d)(3) or an
individual medical account, as defined in Code Section 415(1)(2)) (other than
paired plan N/A) 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. If the Employer who adopts or maintains multiple plans
wishes to obtain reliance that the Employer's plan(s)) are qualified,
application for a determination letter should be made to the appropriate key
district director of Internal Revenue.

This Adoption Agreement may be used only in conjunction with basic Plan
document 01. This Adoption Agreement and the basic Plan document shall
together be known as PENSION & BENEFIT FINANCIAL SERVICES, INC. Standardized
401(k) Profit Sharing Plan and Trust 01-006.

The adoption of this Plan, its qualification by the IRS, and the related tax
consequences are the responsibility of the Employer and its independent tax
and legal advisors.

PENSION & BENEFIT FINANCIAL SERVICES, INC. will notify the Employer of any
amendments made to the Plan or of the discontinuance or abandonment of the
Plan provided this Plan has been acknowledged by PENSION & BENEFIT FINANCIAL
SERVICES, INC. or its authorized representative. Furthermore, in order to be
eligible to receive such notification, we agree to notify PENSION & BENEFIT
FINANCIAL SERVICES, INC. of any change in address.

                                       23
IN WITNESS WHEREOF, the Employer and Trustee hereby cause this Plan to be
executed on June 25 1997. Furthermore, this Plan may not be used unless
acknowledged by PENSION & BENEFIT FINANCIAL SERVICES, INC. or its authorized
representative.

EMPLOYER:

FIRST SOUTHERN BANK

By:
   ---------------------------------

   ---------------------------------            -----------------------------
       TRUSTEE, Charles L. Frederick                        TRUSTEE

   ---------------------------------            -----------------------------
        TRUSTEE, Marva Kaye Townsend                        TRUSTEE

   ---------------------------------                                           
             TRUSTEE, Thomas N. Ward

PARTICIPATING EMPLOYER:

   ---------------------------------
           (enter name)

By:
   ---------------------------------

This Plan may not be used, and shall not be deemed to be a Regional Prototype
Plan, unless an authorized representative of PENSION & BENEFIT FINANCIAL
SERVICES, INC. has acknowledged the use of the Plan. Such acknowledgment is
for administerial purposes only. It acknowledges that the Employer is using
the Plan but does not represent that this Plan, including the choices selected
on the Adoption Agreement, has been reviewed by a representative of the
sponsor or constitutes a qualified retirement plan.

PENSION & BENEFIT FINANCIAL SERVICES, INC.

By:
   ------------------------------

                                       24
PENSION & BENEFIT FINANCIAL SERVICES, INC.
                            REGIONAL PROTOTYPE
                    DEFINED CONTRIBUTION PLAN AND TRUST
TABLE OF CONTENTS

                                 ARTICLE I

                                DEFINITIONS

                                ARTICLE II

                  TOP HEAVY PROVISIONS AND ADMINISTRATION

2.1  TOP HEAVY PLAN REQUIREMENTS. . . . . . . . . . . . . .      12

2.2  DETERMINATION OF TOP HEAVY STATUS. . . . . . . . . . .      12

2.3  POWERS AND RESPONSIBILITIES OF THE EMPLOYER. . . . . .      15

2.4  DESIGNATION OF ADMINISTRATIVE AUTHORITY. . . . . . . .      15

2.5  ALLOCATION AND DELEGATION OF RESPONSIBILITIES. . . . .      16

2.6  POWERS AND DUTIES OF THE ADMINISTRATOR . . . . . . . .      16

2.7  RECORDS AND REPORTS. . . . . . . . . . . . . . . . . .      17

2.8  APPOINTMENT OF ADVISERS. . . . . . . . . . . . . . . .      17

2.9  INFORMATION FROM EMPLOYER. . . . . . . . . . . . . . .      17

2.10 PAYMENT OF EXPENSES. . . . . . . . . . . . . . . . . .      17

2.11 MAJORITY ACTIONS . . . . . . . . . . . . . . . . . . .      17

2.12 CLAIMS PROCEDURE . . . . . . . . . . . . . . . . . . .      18

2.13 CLAIMS REVIEW PROCEDURE. . . . . . . . . . . . . . . .      18

                                ARTICLE III

                                ELIGIBILITY

3.1  CONDITIONS OF ELIGIBILITY. . . . . . . . . . . . . . .      18

3.2  EFFECTIVE DATE OF PARTICIPATION. . . . . . . . . . . .      18

3.3  DETERMINATION OF ELIGIBILITY . . . . . . . . . . . . .      19
3.4  TERMINATION OF ELIGIBILITY . . . . . . . . . . . . . .      19

3.5  OMISSION OF ELIGIBLE EMPLOYEE. . . . . . . . . . . . .      19

3.6  INCLUSION OF INELIGIBLE EMPLOYEE . . . . . . . . . . .      19

3.7  ELECTION NOT TO PARTICIPATE. . . . . . . . . . . . . .      19

3.8  CONTROL OF ENTITIES BY OWNER-EMPLOYEE. . . . . . . . .      19

                                ARTICLE IV

                        CONTRIBUTION AND ALLOCATION

4.1  FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION. . . .      20

4.2  TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION . . . . . .      21

4.3  ALLOCATION OF CONTRIBUTION, FORFEITURES
      AND EARNINGS. . . . . . . . . . . . . . . . . . . . .      21

4.4  MAXIMUM ANNUAL ADDITIONS . . . . . . . . . . . . . . .      25

4.5  ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS. . . . . . .      31

4.6  TRANSFERS FROM QUALIFIED PLANS . . . . . . . . . . . .      31

4.7  VOLUNTARY CONTRIBUTIONS. . . . . . . . . . . . . . . .      32

4.8  DIRECTED INVESTMENT ACCOUNT. . . . . . . . . . . . . .      33

4.9  QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTIONS . . . . . .      33

4.10 ACTUAL CONTRIBUTION PERCENTAGE TESTS . . . . . . . . .      33

4.11 INTEGRATION IN MORE THAN ONE PLAN. . . . . . . . . . .      34

                                 ARTICLE V

                                VALUATIONS

5.1  VALUATION OF THE TRUST FUND. . . . . . . . . . . . . .      34

5.2  METHOD OF VALUATION. . . . . . . . . . . . . . . . . .      34
ARTICLE VI

                DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1  DETERMINATION OF BENEFITS UPON RETIREMENT. . . . . . .      34

6.2  DETERMINATION OF BENEFITS UPON DEATH . . . . . . . . .      34

6.3  DETERMINATION OF BENEFITS IN EVENT OF DISABILITY . . .      35

6.4  DETERMINATION OF BENEFITS UPON TERMINATION . . . . . .      36

6.5  DISTRIBUTION OF BENEFITS . . . . . . . . . . . . . . .      38

6.6  DISTRIBUTION OF BENEFITS UPON DEATH. . . . . . . . . .      42

6.7  TIME OF SEGREGATION OR DISTRIBUTION. . . . . . . . . .      45

6.8  DISTRIBUTION FOR MINOR BENEFICIARY . . . . . . . . . .      45

6.9  LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN . . . .      45

6.10 PRE-RETIREMENT DISTRIBUTION. . . . . . . . . . . . . .      45

6.11 ADVANCE DISTRIBUTION FOR HARDSHIP. . . . . . . . . . .      46

6.12 LIMITATIONS ON BENEFITS AND DISTRIBUTIONS. . . . . . .      46

6.13 SPECIAL RULE FOR NON-ANNUITY PLANS . . . . . . . . . .      46

                                ARTICLE VII

                                  TRUSTEE

7.1  BASIC RESPONSIBILITIES OF THE TRUSTEE. . . . . . . . .      47
     
7.2  INVESTMENT POWERS AND DUTIES OF THE TRUSTEE. . . . . .      47

7.3  OTHER POWERS OF THE TRUSTEE. . . . . . . . . . . . . .      49

7.4  LOANS TO PARTICIPANTS. . . . . . . . . . . . . . . . .      50

7.5   DUTIES OF THE TRUSTEE REGARDING PAYMENTS. . . . . . .      52

7.6  TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES. . . . .      52

7.7  ANNUAL REPORT OF THE TRUSTEE . . . . . . . . . . . . .      52

7.8  AUDIT. . . . . . . . . . . . . . . . . . . . . . . . .      53

7.9  RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE . . . .      53
7.10 TRANSFER OF INTEREST . . . . . . . . . . . . . . . . .      54

7.11 TRUSTEE INDEMNIFICATION. . . . . . . . . . . . . . . .      55

7.12 EMPLOYER SECURITIES AND REAL PROPERTY. . . . . . . . .      55

                               ARTICLE VIII

                    AMENDMENT, TERMINATION, AND MERGERS

8.1  AMENDMENT. . . . . . . . . . . . . . . . . . . . . . .      55

8.2  TERMINATION. . . . . . . . . . . . . . . . . . . . . .      56

8.3  MERGER OR CONSOLIDATION. . . . . . . . . . . . . . . .      56

                                ARTICLE IX

                               MISCELLANEOUS

9.1  EMPLOYER ADOPTIONS . . . . . . . . . . . . . . . . . .      56

9.2  PARTICIPANT'S RIGHTS . . . . . . . . . . . . . . . . .      56

9.3  ALIENATION . . . . . . . . . . . . . . . . . . . . . .      56

9.4  CONSTRUCTION OF PLAN . . . . . . . . . . . . . . . . .      57

9.5  GENDER AND NUMBER. . . . . . . . . . . . . . . . . . .      57

9.6  LEGAL ACTION . . . . . . . . . . . . . . . . . . . . .      57

9.7  PROHIBITION AGAINST DIVERSION OF FUNDS . . . . . . . .      57

9.8  BONDING. . . . . . . . . . . . . . . . . . . . . . . .      58

9.9  EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE . . . . . .      58

9.10 INSURER'S PROTECTIVE CLAUSE. . . . . . . . . . . . . .      58

9.11 RECEIPT AND RELEASE FOR PAYMENTS . . . . . . . . . . .      58

9.12 ACTION BY THE EMPLOYER . . . . . . . . . . . . . . . .      58

9.13 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY . .      58
9.14 HEADINGS . . . . . . . . . . . . . . . . . . . . . . .      59

9.15 APPROVAL BY INTERNAL REVENUE SERVICE . . . . . . . . .      59

9.16 UNIFORMITY . . . . . . . . . . . . . . . . . . . . . .      59

9.17 PAYMENT OF BENEFITS. . . . . . . . . . . . . . . . . .      59

                                 ARTICLE X

                          PARTICIPATING EMPLOYERS

10.1 ELECTION TO BECOME A PARTICIPATING EMPLOYER. . . . . .      60

10.2 REQUIREMENTS OF PARTICIPATING EMPLOYERS. . . . . . . .      60

10.3 DESIGNATION OF AGENT . . . . . . . . . . . . . . . . .      60

10.4 EMPLOYEE TRANSFERS . . . . . . . . . . . . . . . . . .      60

10.5 PARTICIPATING EMPLOYER'S CONTRIBUTION AND FORFEITURES.      60

10.6 AMENDMENT. . . . . . . . . . . . . . . . . . . . . . .      61

10.7 DISCONTINUANCE OF PARTICIPATION. . . . . . . . . . . .      61

10.8 ADMINISTRATOR'S AUTHORITY. . . . . . . . . . . . . . .      61

10.9 PARTICIPATING EMPLOYER CONTRIBUTION FOR AFFILIATE. . .      61

                                ARTICLE XI

                        CASH OR DEFERRED PROVISIONS

11.1 FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION. . . .      62

11.2 PARTICIPANT'S SALARY REDUCTION ELECTION. . . . . . . .      62

11.3 ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS .      65

11.4 ACTUAL DEFERRAL PERCENTAGE TESTS . . . . . . . . . . .      67

11.5 ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS . . . .      69

11.6 ACTUAL CONTRIBUTION PERCENTAGE TESTS . . . . . . . . .      71

11.7 ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS . .      74

11.8 ADVANCE DISTRIBUTION FOR HARDSHIP. . . . . . . . . . .      77
ARTICLE I
                                DEFINITIONS

     As used in this Plan, the following words and phrases shall have the
meanings set forth herein unless a different meaning is clearly required by
the context:

     1.1   "Act" means the Employee Retirement Income Security Act of 1974, as
it may be amended from time to time.

     1.2   "Administrator" means the person(s)) or entity designated by the
Employer pursuant to Section 2.4 to administer the Plan on behalf of the
Employer.

     1.3   "Adoption Agreement" means the separate Agreement which is executed
by the Employer and accepted by the Trustee which sets forth the elective
provisions of this Plan and Trust as specified by the Employer.

     1.4   "Affiliated Employer" means the Employer and any corporation which
is a member of a controlled group of corporations (as defined in Code Section
414(b)) which includes the Employer; any trade or business (whether or not
incorporated) which is under common control (as defined in Code Section
414(c)) with the Employer; any organization (whether or not incorporated)
which is a member of an affiliated service group (as defined in Code Section
414(m)) which includes the Employer; and any other entity required to be
aggregated with the Employer pursuant to Regulations under Code Section
414(o).

     1.5   "Aggregate Account" means with respect to each Participant, the
value of all accounts maintained on behalf of a Participant, whether
attributable to Employer or Employee contributions, subject to the provisions
of Section 2.2.

     1.6   "Anniversary Date" means the anniversary date specified in C3 of
the Adoption Agreement.

     1.7   "Beneficiary" means the person to whom a share of a deceased
Participant's interest in the Plan is payable, subject to the restrictions of 
Sections 6.2 and 6.6.

     1.8   "Code" means the Internal Revenue Code of 1986, as amended or
replaced from time to time.

     1.9   "Compensation" with respect to any Participant means one of the
following as elected in the Adoption Agreement.  However, Compensation for any
Self-Employed Individual shall be equal to his Earned Income.

                 (a) Information required to be reported under Sections 6041,  
           6051 and 6052 (wages, tips and Other Compensation Box on Form W-2). 
           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 Code Sections 6041(d) and 6051(a)(3).       
           Compensation must be determined without regard to any  rules under  
           Code 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)).

                 (b) Section 3401(a) wages.  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)).

                                       1
(c) 415 safe-harbor compensation.  Compensation is deemed as  
           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 with the Employer maintaining the Plan to the extent  
           that the amounts are includible in gross income (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 Regulation Section 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 Employer                  
           contributions under a simplified employee pension plan 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 nonqualified stock      
           option, or when restricted stock (or property) held by the Employee 
           either becomes freely transferable or is no longer subject to a     
           substantial risk of forfeiture;

           (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 by the Employer (whether or not under a salary   
           reduction agreement) towards the purchase of an annuity contract    
           described in section 403(b) of the Internal Revenue Code (whether   
           or not the contributions are actually excludable from the gross     
           income of the Employee).

     If, in connection with the adoption of any amendment, the definition of
Compensation has been modified, then, for Plan Years prior to the Plan Year
which includes the adoption date of such amendment, Compensation means
compensation determined pursuant to the Plan then in effect.

     In addition, if specified in the Adoption Agreement, Compensation for all
Plan purposes shall also include compensation which is not currently
includible in the Participant's gross income by reason of the application of
Code Sections 125, 402(a)(8), 402(h)(1)(B), or 403(b).

     Compensation in excess of $200,000 shall be disregarded.  Such amount
shall be adjusted at the same time and in such manner as permitted under Code
Section 415(d).  In applying this limitation, the family group of a Highly
Compensated Participant who is subject to the Family Member aggregation rules
of Code Section 414(q)(6) because such Participant is either a "five percent
owner" of the Employer or one of the ten (10) Highly Compensated Employees
paid the greatest "415 Compensation" during the year, shall be treated as a
single Participant, except that for this purpose Family Members shall include
only the affected Participant's spouse and any lineal descendants who have not
attained age nineteen (19) before the close of the year.  If, as a result of
the application of such rules, the adjusted $200,000 limitation is exceeded,
then (except for purposes of determining the portion of Compensation up to the
integration level if this plan is integrated), the limitation shall be
prorated among the affected individuals in proportion to each such
individual's Compensation as determined under this Section prior to the
application of this limitation.

     For Plan Years beginning prior to January 1, 1989, the $200,000 limit
(without regard to Family Member aggregation) shall apply only for Top Heavy
Plan Years and shall not be adjusted.

     In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, for Plan
Years beginning on or after January 1, 1994, the annual Compensation for each
Employee taken into account under the Plan shall not exceed the OBRA '93
annual Compensation limit.  The OBRA

                                       2
'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 limitation 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
Compensation limit in effect for that prior determination period.  For this
purpose, for determination periods beginning before the first day of the Plan
Year beginning on or after January 1, 1994, the OBRA '93 annual Compensation
limit is $150,000.

     1.10  "Contract" or "Policy" means any life insurance policy, retirement
income policy, or annuity contract (group or individual) issued by the
Insurer.  In the event of any conflict between the terms of this Plan and the
terms of any insurance contract purchased hereunder, the Plan provisions shall
control.

     1.11  "Deferred Compensation" means, with respect to any Participant,
that portion of the Participant's total Compensation which has been
contributed to the Plan in accordance with the Participant's deferral election
pursuant to Section 11.2.

     1.12  "Early Retirement Date" means the date specified in the Adoption
Agreement on which a Participant or Former Participant has satisfied the age
and service requirements specified in the Adoption Agreement (Early Retirement
Age).  A Participant shall become fully Vested upon satisfying this
requirement if still employed at his Early Retirement Age.

      A Former Participant who terminates employment after satisfying the
service requirement for Early Retirement and who thereafter reaches the age
requirement contained herein shall be entitled to receive his benefits under
this Plan.

     1.13  "Earned Income" means with respect to a Self-Employed Individual,
the net earnings from self-employment in the trade or business with respect to
which the Plan is established, for which the personal services of the
individual are a material income-producing factor.  Net earnings will be
determined without regard to items not included in gross income and the
deductions allocable to such items.  Net earnings are reduced by contributions
by the Employer to a qualified Plan to the extent deductible under Code
Section 404.  In addition, for Plan Years beginning after December 31, 1989,
net earnings shall be determined with regard to the deduction allowed to the
Employer by Code Section 164(f).

     1.14  "Elective Contribution" means the Employer's contributions to the
Plan that are made pursuant to the Participant's deferral election pursuant to
Section 11.2, excluding any such amounts distributed as "excess annual
additions" pursuant to Section 4.4.  In addition, if selected in E3 of the
Adoption Agreement, the Employer's matching contribution made pursuant to
Section 11.1(b) shall or shall not be considered an Elective Contribution for
purposes of the Plan, as provided in Section 11.1(b).  Elective Contributions
shall be subject to the requirements of Sections 11.2(b) and 11.2(c) and shall
further be required to satisfy the discrimination requirements of Regulation
1.401(k)-l(b)(3), the provisions of which are specifically incorporated herein
by reference.

     1.15  "Eligible Employee" means any Employee specified in D1 of the
Adoption Agreement.

                                       3
1.16  "Employee" means any person who is employed by the Employer, but
excludes any person who is employed as an independent contractor.  The term
Employee shall also include Leased Employees as provided in Code Section
414(n) or (o).

     Except as provided in the Non-Standardized Adoption Agreement, all
Employees of all entities which are an Affiliated Employer will be treated as
employed by a single employer.

     1.17  "Employer" means the entity specified in the Adoption Agreement,
any Participating Employer (as defined in Section 10.1) which shall adopt this
Plan, any successor which shall maintain this Plan and any predecessor which
has maintained this Plan.

     1.18  "Excess Compensation" means, with respect to a Plan that is
integrated with Social Security, a Participant's Compensation which is in
excess of the amount set forth in the Adoption Agreement.

     1.19  "Excess Contributions" means, with respect to a Plan Year, the
excess of Elective Contributions and Qualified Non-Elective Contributions made
on behalf of Highly Compensated Participants for the Plan Year over the
maximum amount of such contributions permitted under Section 11.4(a).

     1.20  "Excess Deferred Compensation" means, with respect to any taxable
year of a Participant, the excess of the aggregate amount of such
Participant's Deferred Compensation and the elective deferrals pursuant to
Section 11.2(f) actually made on behalf of such Participant for such taxable
year, over the dollar limitation provided for in Code Section 402(g), which is
incorporated herein by reference.  Excess Deferred Compensation shall be
treated as an "annual addition" pursuant to Section 4.4 when contributed to
the Plan unless distributed to the affected Participant not later than the
first April 15th following the close of the Participant's taxable year.

     1.21  "Family Member" means, with respect to an affected Participant,
such Participant's spouse, and such Participant's lineal descendants and
ascendants and their spouses, all as described in Code Section 414(q)(6)(B).

     1.22  "Fiduciary" means any person who (a) exercises any discretionary
authority or discretionary control respecting management of the Plan or
exercises any authority or control respecting management or disposition of its
assets, (b) renders investment advice for a fee or other compensation, direct
or indirect, with respect to any monies or other property of the Plan or has
any authority or responsibility to do so, or (c) has any discretionary
authority or discretionary responsibility in the administration of the Plan,
including, but not limited to, the Trustee, the Employer and its
representative body, and the Administrator.

     1.23  "Fiscal Year" means the Employer's accounting year as specified in
the Adoption Agreement.

     1.24  "Forfeiture" means that portion of a Participant's Account that is
not Vested, and occurs on the earlier of:

                 (a) the distribution of the entire Vested portion of a        
           Participant's Account, or

                 (b) the last day of the Plan Year in which the Participant    
           incurs five (5) consecutive 1-Year Breaks in Service.

     Furthermore, for purposes of paragraph (a) above, in the case of a
Terminated Participant whose Vested benefit is zero, such Terminated
Participant shall be deemed to have received a distribution of his Vested
benefit upon his termination of employment.  In addition, the term Forfeiture
shall also include amounts deemed to be Forfeitures pursuant to any other
provision of this Plan.

     1.25  "Former Participant" means a person who has been a Participant, but
who has ceased to be a Participant for any reason.

                                       4
1.26  "414(s) Compensation" with respect to any Employee means his
Compensation as defined in Section 1.9.  However, for purposes of this
Section. Compensation shall be Compensation paid and, if selected in the
Adoption Agreement, shall only be recognized as of an Employee's effective
date of participation.  If, in connection with the adoption of any amendment,
the definition of "414(s) Compensation" has been modified, then for Plan Years
prior to the Plan Year which includes the adoption date of such amendment,
"414(s) Compensation" means compensation determined pursuant to the Plan Year
in effect.

     In addition, if specified in the Adoption Agreement, "414(s)
Compensation" shall also include compensation which is not currently
includible in the Participant's gross income by reason of the application of
Code Sections 125, 402(a)(8), 402(h)(1)(B), or 403(b), plus Elective
Contributions attributable to Deferred Compensation recharacterized as
voluntary Employee contributions pursuant to 11.5(a).

     1.27  "415 Compensation" means compensation as defined in Section
4.4(f)(2).

     If, in connection with the adoption of any amendment, the definition of
"415 Compensation" has been modified, then, for Plan Years prior to the Plan
Year which includes the adoption date of such amendment, "415 Compensation"
means compensation determined pursuant to the Plan then in effect.

     1.28  "Highly Compensated Employee" means an Employee described in Code
Section 414(q) and the Regulations thereunder and generally means an Employee
who performed services for the Employer during the "determination year" and is
in one or more of the following groups:

                 (a) Employees who at any time during the "determination year" 
           or "look-back year" were "five percent owners" as defined in        
           Section 1.35(c).

                 (b) Employees who received "415 Compensation" during the      
           "look-back year" from the Employer in excess of $75,000.

                 (c) Employees who received "415 Compensation" during the      
           "look-back year" from the Employer in excess of $50,000 and were in 
           the Top Paid Group of Employees for the Plan Year.

                 (d) Employees who during the "look-back year" were officers   
           of the Employer (as that term is defined within the meaning of the  
           Regulations under Code Section 416) and received "415 Compensation" 
           during the "look-back year" from the Employer greater than 50       
           percent of the limit in effect under Code Section 415(b)(1)(A) for  
           any such Plan Year.  The number of officers shall be limited to the 
           lesser of (i) 50 employees; or (ii) the greater of 3 employees or   
           10 percent of all employees.  If the Employer does not have at      
           least one officer whose annual "415 Compensation" is in excess of   
           50 percent of the Code Section 415(b)(1)(A) limit, then the highest 
           paid officer of the Employer will be treated as a Highly            
           Compensated Employee.

                 (e) Employees who are in the group consisting of the 100      
           Employees paid the greatest "415 Compensation" during the           
           "determination year" and are also described in (b), (c) or (d)      
           above when these paragraphs are modified to substitute              
           "determination year" for "look-back year."

     The "determination year" shall be the Plan Year for which testing is
being performed, and the "look-back year" shall be the immediately preceding
twelve-month period.  However, if the Plan Year is a calendar year, or if
another Plan of the Employer so provides, then the "look-back year" shall be
the calendar year ending with or within the Plan Year for which testing is
being performed, and the "determination year" (if applicable) shall be the
period of time, if any, which extends beyond the "look-back year" and ends on
the last day of the Plan Year for which testing is being performed (the "lag
period").  With respect to this election, it shall be applied on a uniform and
consistent basis to all plans, entities, and arrangements of the Employer.

                                       5
For purposes of this Section, the determination of "415 Compensation"
shall be made by including amounts that would otherwise be excluded from a
Participant's gross income by reason of the application of Code Sections 125,
402(a)(8), 402(h)(1)(B) and, in the case of Employer contributions made
pursuant to a salary reduction agreement, Code Section 403(b).  Additionally,
the dollar threshold amounts specified in (b) and (c) above shall be adjusted
at such time and in such manner as is provided in Regulations.  In the case of
such an adjustment, the dollar limits which shall be applied are those for the
calendar year in which the "determination year" or "look back year" begins.

     In determining who is a Highly Compensated Employee, Employees who are
non-resident aliens and who received no earned income (within the meaning of
Code Section 911(d)) from the Employer constituting United States source
income within the meaning of Code Section 861(a)(3) shall not be treated as
Employees.  Additionally, all Affiliated Employers shall be taken into account
as a single employer and Leased Employees within the meaning of Code Sections
414(n)(2) and 414(o)(2) shall be considered Employees unless such Leased
Employees are covered by a plan described in Code Section 414(n)(5) and are
not covered in any qualified plan maintained by the Employer.  The exclusion
of Leased Employees for this purpose shall be applied on a uniform and
consistent basis for all of the Employer's retirement plans.  In addition,
Highly Compensated Former Employees shall be treated as Highly Compensated
Employees without regard to whether they performed services during the
"determination year."

     1.29  "Highly Compensated Former Employee" means a former Employee who
had a separation year prior to the "determination year" and was a Highly
Compensated Employee in the year of separation from service or in any
"determination year" after attaining age 55.  Notwithstanding the foregoing,
an Employee who separated from service prior to 1987 will be treated as a
Highly Compensated Former Employee only if during the separation year (or year
preceding the separation year) or any year after the Employee attains age 55
(or the last year ending before the Employee's 55th birthday), the Employee
either received "415 Compensation" in excess of $50,000 or was a "five percent
owner."  For purposes of this Section, "determination year," "415
Compensation" and "five percent owner" shall be determined in accordance with
Section 1.28.  Highly Compensated Former Employees shall be treated as Highly
Compensated Employees.  The method set forth in this Section for determining
who is a "Highly Compensated Former Employee" shall be applied on a uniform
and consistent basis for all purposes for which the Code Section 414(q)
definition is applicable.

     1.30  "Highly Compensated Participant" means any Highly Compensated
Employee who is eligible to participate in the Plan.

     1.31  "Hour of Service" means (1) each hour for which an Employee is
directly or indirectly compensated or entitled to compensation by the Employer
for the performance of duties during the applicable computation period; (2)
each hour for which an Employee is directly or indirectly compensated or
entitled to compensation by the Employer (irrespective of whether the
employment relationship has terminated) for reasons other than performance of
duties (such as vacation, holidays, sickness, jury duty, disability, lay-off,
military duty or leave of absence) during the applicable computation period;
(3) each hour for which back pay is awarded or agreed to by the Employer
without regard to mitigation of damages. The same Hours of Service shall not
be credited both under (1) or (2), as the case may be, and under (3).

     Notwithstanding the above, (i) no more than 501 Hours of Service are
required to be credited to an Employee on account of any single continuous
period during which the Employee performs no duties (whether or not such
period occurs in a single computation period); (ii) an hour for which an
Employee is directly or indirectly paid, or entitled to payment, on account of
a period during which no duties are performed is not required to be credited
to the Employee if such payment is made or due under a plan maintained solely
for the purpose of complying with applicable worker's compensation, or
unemployment compensation or disability insurance laws; and (iii) Hours of
Service are not required to be credited for a payment which solely reimburses
an Employee for medical or medically related expenses incurred by the
Employee.

                                       6
For purposes of this Section, a payment shall be deemed to be made by or
due from the Employer regardless of whether such payment is made by or due
from the Employer directly, or indirectly through, among others, a trust fund,
or insurer, to which the Employer contributes or pays premiums and regardless
of whether contributions made or due to the trust fund, insurer, or other
entity arc for the benefit of particular Employees or are on behalf of a group
of Employees in the aggregate.

     An Hour of Service must be counted for the purpose of determining a Year
of Service, a year of participation for purposes of accrued benefits, a 1-Year
Break in Service, and employment commencement date (or reemployment
commencement date).  The provisions of Department of Labor regulations
2530.200b-2(b) and (c) are incorporated herein by reference.

     Hours of Service will be credited for employment with all Affiliated
Employers and for any individual considered to be a Leased Employee pursuant
to Code Sections 414(n) or 414(o) and the Regulations thereunder.

     Hours of Service will be determined on the basis of the method selected
in the Adoption Agreement.

     1.32  "Insurer" means any legal reserve insurance company which shall
issue one or more policies under the Plan.

     1.33  "Investment Manager" means an entity that (a) has the power to
manage, acquire, or dispose of Plan assets and (b) acknowledges fiduciary
responsibility to the Plan in writing. Such entity must be a person, firm, or
corporation registered as an investment adviser under the Investment Advisers
Act of 1940, a bank, or an insurance company.

     1.34  "Joint and Survivor Annuity" means an annuity for the life of a
Participant with a survivor annuity for the life of the Participant's spouse
which is not less than 1/2, nor greater than the amount of the annuity payable
during the joint lives of the Participant and the Participant's spouse.  The
Joint and Survivor Annuity will be the amount of benefit which can be
purchased with the Participant's Vested interest in the Plan.

     1.35  "Key Employee" means an Employee as defined in Code Section 416(i)
and the Regulations thereunder.  Generally, any Employee or former Employee
(as well as each of his Beneficiaries) is considered a Key Employee if he, at
any time during the Plan Year that contains the "Determination Date" or any of
the preceding four (4) Plan Years, has been included in one of the following
categories:

                 (a) an officer of the Employer (as that term is defined       
           within the meaning of the Regulations under Code Section 416)       
           having annual "415 Compensation" greater than 50 percent of the     
           amount in effect under Code Section 415(b)(1)(A) for any such Plan  
           Year.

                 (b) one of the ten employees having annual "415 Compensation" 
           from the Employer for a Plan Year greater than the dollar           
           limitation in effect under Code Section 415(c)(1)(A) for the        
           calendar year in which such Plan Year ends and owning (or           
           considered as owning within the meaning of Code Section 318) both   
           more than one-half percent interest and the largest interests in    
           the Employer.

                 (c) a "five percent owner" of the Employer.  "Five percent    
           owner" means any person who owns (or is considered as owning within 
           the meaning of Code Section 318) more than five percent (5%) of the 
           outstanding stock of the Employer or stock possessing more than     
           five percent (5%) of the total combined voting power of all stock   
           of the Employer or, in the case of an  unincorporated business, any 
           person who owns more than five percent (5%) of the capital or       
           profits interest in the Employer.  In determining percentage        
           ownership hereunder, employers that would otherwise be aggregated   
           under Code Sections 414(b), (c), (m) and (o) shall be treated as    
           separate employers.

                                       7
(d) a "one percent owner" of the Employer having an annual    
           "415 Compensation" from the Employer of more than $150,000.  "One   
           percent owner" means any person who owns (or is considered as       
           owning within the meaning of Code Section 318) more than one        
           percent (1%) of the outstanding stock of the Employer or stock      
           possessing more than one percent (1%) of the total combined voting  
           power of all stock of the Employer or, in the case of an            
           unincorporated business, any person who owns more than one percent  
           (1%) of the capital or profits interest in the Employer.  In        
           determining percentage ownership hereunder, employers that would    
           otherwise be aggregated under Code Sections 414(b), (c), (m) and    
           (o) shall be treated as separate employers.  However, in            
           determining whether an individual has "415 Compensation" of more    
           than $150,000, "415 Compensation" from each employer required to    
           be aggregated under Code Sections 414(b), (c), (m) and (o) shall    
           be taken into account.

     For purposes of this Section, the determination of "415 Compensation"
shall be made by including amounts that would otherwise be excluded from a
Participant's gross income by reason of the application of Code Sections 125,
402(a)(8), 402(h)(1)(B) and, in the case of Employer contributions made
pursuant to a salary reduction agreement, Code Section 403(b).

     1.36  "Late Retirement Date" means the date of, or the first day of the
month or the Anniversary Date coinciding with or next following, whichever
corresponds to the election made for the Normal Retirement Date, a
Participant's actual retirement after having reached his Normal Retirement
Date.

     1.37  "Leased Employee" means any person (other than an Employee of the
recipient) who pursuant to an agreement between the recipient and any other
person ("leasing organization") has performed services for the recipient (or
for the recipient 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, and such services are of a type historically performed by employees
in the business field of the recipient employer.  Contributions or benefits
provided a leased employee by the leasing organization which are attributable
to services performed for the recipient employer shall be treated as provided 
by the recipient employer.

     A leased employee shall not be considered an Employee of the recipient
if: (i) such employee is covered by a money purchase pension plan providing: 
(1) a nonintegrated employer contribution rate of at least 10 percent of
compensation, as defined in Code Section 415(c)(3), but including amounts
contributed pursuant to a salary reduction agreement which are excludable from
the employee's gross income under Code Sections 125, 402(a)(8), 402(h), or
403(b), (2) immediate participation, and (3) full and immediate vesting; and
(ii) leased employees do not constitute more than 20 percent of the
recipient's non highly compensated workforce.

     1.38  "Net Profit" means with respect to any Fiscal Year the Employer's
net income or profit for such Fiscal Year determined upon the basis of the
Employer's books of account in accordance with generally accepted accounting
principles, without any reduction for taxes based upon income, or for
contributions made by the Employer to this Plan and any other qualified plan.

     1.39  "Non-Elective Contribution" means the Employer's contributions to
the Plan other than those made pursuant to the Participant's deferral election
made pursuant to Section 11.2 and any Qualified Non-Elective Contribution.  In
addition, if selected in E3 of the Adoption Agreement, the Employer's Matching
Contribution made pursuant to Section 4.3(b) shall be considered a
Non-Elective Contribution for purposes of the Plan.

     1.40  "Non-Highly Compensated Participant" means any Participant who is
neither a Highly Compensated Employee nor a Family Member.

     1.41  "Non-Key Employee" means any Employee or former Employee (and his
Beneficiaries) who is not a Key Employee.

                                      8
1.42  "Normal Retirement Age" means the age specified in the Adoption
Agreement at which time a Participant shall become fully Vested in his
Participant's Account.

     1.43  "Normal Retirement Date" means the date specified in the Adoption
Agreement on which a Participant shall become eligible to have his benefits
distributed to him.

     1.44  "1-Year Break in Service" means the applicable computation period
during which an Employee has not completed more than 500 Hours of Service with
the Employer.  Further, solely for the purpose of determining whether a
Participant has incurred a 1-Year Break in Service, Hours of Service shall be
recognized for "authorized leaves of absence" and "maternity and paternity
leaves of absence."

     "Authorized leave of absence" means an unpaid, temporary cessation from
active employment with the Employer pursuant to an established
nondiscriminatory policy, whether occasioned by illness, military service, or
any other reason.

     A "maternity or paternity leave of absence" means, for Plan Years
beginning after December 31, 1984, an absence from work for any period by
reason of the Employee's pregnancy, birth of the Employee's child, placement
of a child with the Employee in connection with the adoption of such child, or
any absence for the purpose of caring for such child for a period immediately
following such birth or placement.  For this purpose, Hours of Service shall
be credited for the computation period in which the absence from work begins,
only if credit therefore is necessary to prevent the Employee from incurring a
1-Year Break in Service, or, in any other case, in the immediately following
computation period.  The Hours of Service credited for a "maternity or
paternity leave of absence" shall be those which would normally have been
credited but for such absence, or, in any case in which the Administrator is
unable to determine such hours normally credited, eight (8) Hours of Service
per day.  The total Hours of Service required to be credited for a "maternity
or paternity leave of absence" shall not exceed 501.

     1.45  "Owner-Employee" means a sole proprietor who owns the entire
interest in the Employer or a partner who owns more than 10% of either the
capital interest or the profits interest in the Employer and who receives
income for personal services from the Employer.

     1.46  "Participant" means any Eligible Employee who participates in the
Plan as provided in Section 3.2 and has not for any reason become ineligible
to participate further in the Plan.

     1.47  "Participant's Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest under the Plan resulting from (a) the Employer's contributions in the
case of a Profit Sharing Plan or Money Purchase Plan, and (b) the Employer's
Non-Elective Contributions in the case of a 401(k) Profit Sharing Plan.

     1.48  "Participant's Combined Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest under the Plan resulting from the Employer's contributions.

     1.49  "Participant's Elective Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan and Trust resulting from the Employer's Elective
Contributions and Qualified Non-Elective Contributions.  A separate accounting
shall be maintained with respect to that portion of the Participant's Elective
Account attributable to Elective Contributions made pursuant to Section 11.2,
Employer matching contributions if they are deemed to be Elective
Contributions, and any Qualified Non-Elective Contributions.

     1.50  "Participant's Rollover Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan resulting from amounts transferred from another qualified
plan or "conduit" Individual Retirement Account in accordance with Section
4.6.

                                       9
1.51  "Plan" means this instrument (hereinafter referred to as Pension &
Benefit Financial Services, Inc. Regional Prototype Defined Contribution Plan
and Trust Basic Plan Document #01) including all amendments thereto, and the
Adoption Agreement as adopted by the Employer.
 
     1.52  "Plan Year" means the Plan's accounting year as specified in C2 of
the Adoption Agreement.

     1.53  "Pre-Retirement Survivor Annuity" means an immediate annuity for
the life of the Participant's spouse, the payments under which must be equal
to the actuarial equivalent of 50% of the Participant's Vested interest in the
Plan as of the date of death.

     1.54  "Qualified Non-Elective Account" means the account established
hereunder to which Qualified Non-Elective Contributions are allocated.

     1.55  "Qualified Non-Elective Contribution" means the Employer's
contributions to the Plan that are made pursuant to E5 of the Adoption
Agreement and Section 11.1(d) which are used to satisfy the "Actual Deferral
Percentage" tests.  Qualified Non-Elective Contributions are nonforfeitable
when made and are distributable only as specified in Sections 11.2(c) and
11.8.  In addition, the Employer's contributions to the Plan that are made
pursuant to Section 11.7(h) and which are used to satisfy the "Actual
Contribution Percentage" tests shall be considered Qualified Non-Elective
Contributions.

     1.56  "Qualified Voluntary Employee Contribution Account" means the
account established and maintained by the Administrator for each Participant
with respect to his total interest under the Plan resulting from the
Participant's tax deductible qualified voluntary employee contributions made
pursuant to Section 4.9.

     1.57  "Regulation" means the Income Tax Regulations as promulgated by the
Secretary of the Treasury or his delegate, and as amended from time to time.

     1.58  "Retired Participant" means a person who has been a Participant,
but who has become entitled to retirement benefits under the Plan.

     1.59  "Retirement Date" means the date as of which a Participant retires
for reasons other than Total and Permanent Disability, whether such retirement
occurs on a Participant's Normal Retirement Date, Early or Late Retirement
Date (see Section 6.1).

     1.60  "Self-Employed Individual" means an individual who has earned
income for the taxable year from the trade or business for which the Plan is
established, and, also, an individual who would have had earned income but for
the fact that the trade or business had no net profits for the taxable year. 
A Self-Employed Individual shall be treated as an Employee.

     1.61  "Shareholder-Employee" means a Participant who owns more than five
percent (5%) of the Employer's outstanding capital stock during any year in
which the Employer elected to be taxed as a Small Business Corporation under
the applicable Code Section.

     1.62  "Short Plan Year" means, if specified in the Adoption Agreement,
that the Plan Year shall be less than a 12 month period.  If chosen, the
following rules shall apply in the administration of this Plan.  In
determining whether an Employee has completed a Year of Service for benefit
accrual purposes in the Short Plan Year, the number of the Hours of Service
required shall be proportionately reduced based on the number of days in the
Short Plan Year.  The determination of whether an Employee has completed a
Year of Service for vesting and eligibility purposes shall be made in
accordance with Department of Labor Regulation 2530.203-2(c).  In addition, if
this Plan is integrated with Social Security, the integration level shall also
bc proportionately reduced based on the number of days in the Short Plan Year.

                                       10
1.63  "Super Top Heavy Plan" means a plan described in Section 2.2(b). 

     1.64  "Taxable Wage Base" means, with respect to any year, the maximum
amount of earnings which may be considered wages for such year under Code
Section 3121(a)(1).

     1.65  "Terminated Participant" means a person who has been a Participant,
but whose employment has been terminated other than by death, Total and
Permanent Disability or retirement.

     1.66  "Top Heavy Plan" means a plan described in Section 2.2(a).

     1.67  "Top Heavy Plan Year" means a Plan Year commencing after December
31, 1983 during which the Plan is a Top Heavy Plan.

     1.68  "Top Paid Group" shall be determined pursuant to Code Section
414(q) and the Regulations thereunder and generally means the top 20 percent
of Employees who performed services for the Employer during the applicable
year, ranked according to the amount of "415 Compensation" (as determined
pursuant to Section 1.28) received from the Employer during such year.  All
Affiliated Employers shall be taken into account as a single employer, and
Leased Employees shall be treated as Employees pursuant to Code Section 414(n)
or (o).  Employees who are non-resident aliens who received no earned income
(within the meaning of Code Section 911(d)(2)) from the Employer constituting
United States source income within the meaning of Code Section 861(a)(3) shall
not be treated as Employees.  Additionally, for the purpose of determining the
number of active Employees in any year, the following additional Employees
shall also be excluded, however, such Employees shall still be considered for
the purpose of identifying the particular Employees in the Top Paid Group:

                 (a) Employees with less than six (6) months of service;

                 (b) Employees who normally work less than 17 1/2 hours per    
                     week;

                 (c) Employees who normally work less than six (6) months      
                     during a year; and

                 (d) Employees who have not yet attained age 21.

     In addition, if 90 percent or more of the Employees of the Employer are
covered under agreements the Secretary of Labor finds to be collective
bargaining agreements between Employee representatives and the Employer, and
the Plan covers only Employees who are not covered under such agreements, then
Employees covered by such agreements shall be excluded from both the total
number of active Employees as well as from the identification of particular
Employees in the Top Paid Group.

     The foregoing exclusions set forth in this Section shall be applied on a
uniform and consistent basis for all purposes for which the Code Section
414(q) definition is applicable.

     1.69  "Total and Permanent Disability" means the 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.  The disability of a Participant shall be determined by a licensed
physician chosen by the Administrator.  However, if the condition constitutes
total disability under the federal Social Security Acts, the Administrator may
rely upon such determination that the Participant is Totally and Permanently
Disabled for the purposes of this Plan.  The determination shall be applied
uniformly to all Participants.

     1.70  "Trustee" means the person or entity named in B6 of the Adoption
Agreement and any successors.

     1.71  "Trust Fund" means the assets of the Plan and Trust as the same
shall exist from time to time.

                                       11
1.72  "Vested" means the nonforfeitable portion of any account maintained
on behalf of a Participant.

     1.73  "Voluntary Contribution Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan resulting from the Participant's nondeductible voluntary
contributions made pursuant to Section 4.7.

     1.74  "Year of Service" means the computation period of twelve (12)
consecutive months, herein set forth, and during which an Employee has
completed at least 1000 Hours of Service.

     For purposes of eligibility for participation, the initial computation
period shall begin with the date on which the Employee first performs an Hour
of Service (employment commencement date).  The computation period beginning
after a 1-Year Break in Service shall be measured from the date on which an
Employee again performs an Hour of Service.  The succeeding computation
periods shall begin with the first anniversary of the Employee's employment
commencement date.  However, if one (1) Year of Service or less is required as
a condition of eligibility, then after the initial eligibility computation
period, the eligibility computation period shall shift to the current Plan
Year which includes the anniversary of the date on which the Employee first
performed an Hour of Service.  An Employee who is credited with 1,000 Hours of
Service in both the initial eligibility computation period and the first Plan
Year which commences prior to the first anniversary of the Employee's initial
eligibility computation period will be credited with two Years of Service for
purposes of eligibility to participate.

     For vesting purposes, and all other purposes not specifically addressed
in this Section, the computation period shall be the Plan Year, including
periods prior to the Effective Date of the Plan unless specifically excluded
pursuant to the Adoption Agreement.

     Years of Service and breaks in service will be measured on the same
computation period.

     Years of Service with any predecessor Employer which maintained this Plan
shall be recognized. Years of Service with any other predecessor Employer
shall be recognized as specified in the Adoption Agreement.

     Years of Service with any Affiliated Employer shall be recognized.

                                ARTICLE II
                  TOP HEAVY PROVISIONS AND ADMINISTRATION

2.1  TOP HEAVY PLAN REQUIREMENTS

     For any Top Heavy Plan Year, the Plan shall provide the special vesting
requirements of Code Section 416(b) pursuant to Section 6.4 of the Plan and
the Section 416(c) pursuant to Section 4.3(i) of the Plan.

2.2  DETERMINATION OF TOP HEAVY STATUS

           (a) This Plan shall be a Top Heavy Plan for any Plan Year beginning 
     after December 31, 1983, in which, as of the Determination Date, (1) the  
     Present Value of Accrued Benefits of Key Employees and (2) the sum of the 
     Aggregate Accounts of Key Employees under this Plan and all plans of an   
     Aggregation Group, exceeds sixty percent (60%) of the Present Value of    
     Accrued Benefits and the Aggregate Accounts of all Key and Non-Key        
     Employees under this Plan and all plans of an Aggregation Group.

           If any Participant is a Non-Key Employee for any Plan Year, but     
     such Participant was a Key Employee for any prior Plan Year, such         
     Participant's Present Value of Accrued Benefit and/or Aggregate Account   
     balance shall not be taken into account for purposes of determining       
     whether this Plan is a Top Heavy or Super Top Heavy Plan (or whether any  
     Aggregation Group which includes this Plan is a Top

                                       12
Heavy Group).  In addition, if a Participant or Former Participant has    
     not performed any services for any Employer maintaining the Plan at any   
     time during the five year period ending on the Determination Date, any    
     accrued benefit for such Participant or Former Participant shall not be   
     taken into account for the purposes of determining whether this Plan is a 
     Top Heavy or Super Top Heavy Plan.

           (b) This Plan shall be a Super Top Heavy Plan for any Plan Year     
     beginning after December 31, 1983, in which, as of the Determination      
     Date, (1) the Present Value of Accrued Benefits of Key Employees and (2)  
     the sum of the Aggregate Accounts of Key Employees under this Plan and    
     all plans of an Aggregation Group, exceeds ninety percent (90%) of the    
     Present Value of Accrued Benefits and the Aggregate Accounts of all Key   
     and Non-Key Employees under this Plan and all plans of an Aggregation     
     Group.

           (c) Aggregate Account:  A Participant's Aggregate Account as of the 
     Determination Date is

                 (1) his Participant's Combined Account balance as of the most 
           recent valuation occurring within a twelve (12) month period ending 
           on the Determination Date;

                 (2) for a Profit Sharing Plan, an adjustment for any          
           contributions due as of the Determination Date.  Such adjustment    
           shall be the amount of any contributions actually made after the    
           valuation date but before the Determination Date, except for the    
           first Plan Year when such adjustment shall also reflect the amount  
           of any contributions made after the Determination Date that are     
           allocated as of a date in that first Plan Year;

                 (3) for a Money Purchase Plan, contributions that would be    
           allocated as of a date not later than the Determination Date, even  
           though those amounts are not yet made or required to be made.

                 (4) any Plan distributions made within the Plan Year that     
           includes the Determination Date or within the four (4) preceding    
           Plan Years.  However, in the case of distributions made after the   
           valuation date and prior to the Determination Date, such            
           distributions are not included as distributions for top heavy       
           purposes to the extent that such distributions are already included 
           in the Participant's Aggregate Account balance as of the valuation  
           date.  In the case of a distribution of an annuity Contract, the    
           amount of such distribution is deemed to be the current actuarial   
           value of the Contract, determined on the date of the distribution.  
           Notwithstanding anything herein to the contrary, all distributions, 
           including distributions made prior to January 1, 1984, and          
           distributions under a terminated plan which if it had not been      
           terminated would have been required to be included in an            
           Aggregation Group, will be counted.  Further, distributions from    
           the Plan (including the cash value of life insurance policies) of a 
           Participant's account balance because of death shall be treated as  
           a distribution for the purpose of this paragraph.

                 (5) any Employee contributions, whether voluntary or          
           mandatory.  However, amounts attributable to tax deductible         
           qualified voluntary employee contributions shall not be considered  
           to be a part of the Participant's Aggregate Account balance.

                 (6) with respect to unrelated rollovers and plan-to-plan      
           transfers (ones which are both initiated by the Employee and made   
           from a plan maintained by one employer to a plan maintained by      
           another employer), if this Plan provides the rollovers or           
           plan-to-plan transfers, it shall always consider such rollovers or  
           plan-to-plan transfers as a distribution for the purposes of this   
           Section.  If this Plan is the plan accepting such rollovers or      
           plan-to-plan transfers, it shall not consider such rollovers or     
           plan-to-plan transfers accepted after December 31, 1983 as part of  
           the Participant's Aggregate Account balance.  However, rollovers or 
           plan-to-plan transfers accepted prior to January 1, 1984 shall be   
           considered as part of the Participant's Aggregate Account balance.
                                       13
(7) with respect to related rollovers and plan-to-plan        
           transfers (ones either not initiated by the Employee or made to a   
           plan maintained by the same employer), if this Plan provides the    
           rollover or plan-to-plan transfer, it shall not be counted as a     
           distribution for purposes of this Section.  If this Plan is the     
           plan accepting such rollover or plan-to-plan transfer, it shall     
           consider such rollover or plan-to-plan transfer as part of the      
           Participant's Aggregate Account balance, irrespective of the date   
           on which such rollover or plan-to-plan transfer is accepted.

                 (8) For the purposes of determining whether two employers are 
           to be treated as the same employer in 2.2(c)(6) and 2.2(c)(7)       
           above, all employers aggregated under Code Section 414(b), (c), (m) 
           and (o) are treated as the same employer.

           (d) "Aggregation Group" means either a Required Aggregation Group   
     or a Permissive Aggregation Group as hereinafter determined.

                 (1) Required Aggregation Group:  In determining a Required    
           Aggregation Group hereunder, each qualified plan of the Employer,   
           including any Simplified Employee Pension Plan, in which a Key      
           Employee is a participant in the Plan Year containing the           
           Determination Date or any of the four preceding Plan Years, and     
           each other qualified plan of the Employer which  enables any        
           qualified plan in which a Key Employee participates to meet the     
           requirements of Code Sections 401(a)(4) or 410, will be required to 
           be aggregated.  Such group shall be known as a Required Aggregation 
           Group.

           In the case of a Required Aggregation Group, each plan in the group 
           will be considered a Top Heavy Plan if the Required Aggregation     
           Group is a Top Heavy Group.  No plan in the Required Aggregation    
           Group will bc considered a Top Heavy Plan if the Required           
           Aggregation Group is not a Top Heavy Group.

                 (2) Permissive Aggregation Group:  The Employer may also      
           include any other plan of the Employer, including any Simplified    
           Employee Pension Plan, not required to be included in the Required  
           Aggregation Group, provided the resulting group, taken as a whole,  
           would continue to satisfy the provisions of Code Sections 401(a)(4) 
           and 410. Such group shall be known as a Permissive Aggregation      
           Group.

           In the case of a Permissive Aggregation Group, only a plan that is  
           part of the Required Aggregation Group will be considered a Top     
           Heavy Plan if the Permissive Aggregation Group is a Top Heavy       
           Group.  No plan in the Permissive Aggregation Group will bc         
           considered a Top Heavy Plan if the Permissive Aggregation Group is  
           not a Top Heavy Group.

                 (3) Only those plans of the Employer in which the             
           Determination Dates fall within the same calendar year shall be     
           aggregated in order to determine whether such plans arc Top Heavy   
           Plans.

                 (4) An Aggregation Group shall include any terminated plan of 
           the Employer if it was maintained within the last five (5) years    
           ending on the Determination Date.

           (e) "Determination Date" means (a) the last day of the preceding    
     Plan Year, or (b) in the case of the first Plan Year, the last day of     
     such Plan Year.

           (f) Present Value of Accrued Benefit:  In the case of a defined     
     benefit plan, the Present Value of Accrued Benefit for a Participant      
     other than a Key Employee shall be as determined using the single accrual 
     method used for all plans of the Employer and Affiliated Employers, or if 
     no such single method exists, using a method which results in benefits    
     accruing not more rapidly than the slowest accrual rate permitted

                                       14
under Code Section 411(b)(1)(C).  The determination of the Present Value 
      of Accrued Benefit shall 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 and the       
      Regulations thereunder for the first and second plan years of a defined  
      benefit plan.

           However, any such determination must include present value of       
     accrued benefit attributable to any Plan distributions referred to in     
     Section 2.2(c)(4) above, any Employee contributions referred to in        
     Section 2.2(c)(5) above or any related or unrelated rollovers referred to 
     in Sections 2.2(c)(6) and 2.2(c)(7) above.

           (g) "Top Heavy Group" means an Aggregation Group in which, as of    
     the Determination Date, the sum of:

                 (1) the Present Value of Accrued Benefits of Key Employees    
           under all defined benefit plans included in the group, and

                 (2) the Aggregate Accounts of Key Employees under all defined 
           contribution plans included in the group, exceeds sixty percent     
           (60%) of a similar sum determined for all Participants.

           (h) The Administrator shall determine whether this Plan is a Top    
     Heavy Plan on the Anniversary Date specified in the Adoption Agreement.   
     Such determination of the top heavy ratio shall be in accordance with     
     Code Section 416 and the Regulations thereunder.

2.3  POWERS AND RESPONSIBILITIES OF THE EMPLOYER

           (a) The Employer shall be empowered to appoint and remove the       
     Trustee and the Administrator from time to time as it deems necessary for 
     the proper administration of the Plan to assure that the plan is being    
     operated for the exclusive benefit of the Participants and their          
     Beneficiaries in accordance with the terms of the Plan, the Code, and the 
     Act.

           (b) The Employer shall establish a "funding policy and method,"     
     i.e., it shall determine whether the Plan has a short run need for        
     liquidity (e.g., to pay benefits) or whether liquidity is a long run goal 
     and investment growth (and stability of same) is a more current need, or  
     shall appoint a qualified person to do so.  The Employer or its delegate  
     shall communicate such needs and goals to the Trustee, who shall          
     coordinate such Plan needs with its investment policy.  The communication 
     of such a "funding policy and method" shall not, however, constitute a    
     directive to the Trustee as to investment of the Trust Funds.  Such       
     "funding policy and method" shall be consistent with the objectives of    
     this Plan and with the requirements of Title I of the Act.

           (c) The Employer may, in its discretion, appoint an Investment      
     Manager to manage all or a designated portion of the assets of the Plan.  
     In such event, the Trustee shall follow the directive of the Investment   
     Manager in investing the assets of the Plan managed by the Investment     
     Manager.

           (d) The Employer shall periodically review the performance of any   
     Fiduciary or other person to whom duties have been delegated or allocated 
     by it under the provisions of this Plan or pursuant to procedures         
     established hereunder.  This requirement may be satisfied by formal       
     periodic review by the Employer or by a qualified person specifically     
     designated by the Employer, through day-to-day conduct and evaluation, or 
     through other appropriate ways.

2.4  DESIGNATION OF ADMINISTRATIVE AUTHORITY

     The Employer shall appoint one or more Administrators.  Any person,
including, but not limited to, the Employees of the Employer, shall be
eligible to serve as an Administrator.  Any person so appointed shall signify

                                       15
his acceptance by filing written acceptance with the Employer.  An
Administrator may resign by delivering his written resignation to the Employer
or be removed by the Employer by delivery of written notice of removal, to
take effect at a date specified therein, or upon delivery to the Administrator
if no date is specified.

     The Employer, upon the resignation or removal of an Administrator, shall
promptly designate in writing a successor to this position.  If the Employer
does not appoint an Administrator, the Employer will function as the
Administrator.

2.5  ALLOCATION AND DELEGATION OF RESPONSIBILITIES

     If more than one person is appointed as Administrator, the
responsibilities of each Administrator may be specified by the Employer and
accepted in writing by each Administrator.  In the event that no such
delegation is made by the Employer, the Administrators may allocate the
responsibilities among themselves, in which event the Administrators shall
notify the Employer and the Trustee in writing of such action and specify the
responsibilities of each Administrator.  The Trustee thereafter shall accept
and rely upon any documents executed by the appropriate Administrator until
such time as the Employer or the Administrators file with the Trustee a
written revocation of such designation.

2.6  POWERS AND DUTIES OF THE ADMINISTRATOR

     The primary responsibility of the Administrator is to administer the Plan
for the exclusive benefit of the Participants and their Beneficiaries, subject
to the specific terms of the Plan.  The Administrator shall administer the
Plan in accordance with its terms and shall have the power and discretion to
construe the terms of the Plan and determine all questions arising in
connection with the administration, interpretation, and application of the
Plan.  Any such determination by the Administrator shall be conclusive and
binding upon all persons.  The Administrator may establish procedures, correct
any defect, supply any information, or reconcile any inconsistency in such
manner and to such extent as shall be deemed necessary or advisable to carry
out the purpose of the Plan; provided, however, that any procedure,
discretionary act, interpretation or construction shall be done in a
nondiscriminatory manner based upon uniform principles consistently applied
and shall be consistent with the intent that the Plan shall continue to be
deemed a qualified plan under the terms of Code Section 401(a), and shall
comply with the terms of the Act and all regulations issued pursuant thereto. 
The Administrator shall have all powers necessary or appropriate to accomplish
his duties under this Plan.

     The Administrator shall be charged with the duties of the general
administration of the Plan, including, but not limited to, the following:

           (a) the discretion to determine all questions relating to the       
     eligibility of Employees to participate or remain a Participant hereunder 
     and to receive benefits under the Plan;

           (b) to compute, certify, and direct the Trustee with respect to the 
    amount and the kind of benefits to which any Participant shall be          
    entitled hereunder;

           (c) to authorize and direct the Trustee with respect to all         
     nondiscretionary or otherwise directed disbursements from the Trust Fund;

           (d) to maintain all necessary records for the administration of the 
     Plan;

           (e) to interpret the provisions of the Plan and to make and publish 
     such rules for regulation of the Plan as are consistent with the terms    
     hereof;

           (f) to determine the size and type of any Contract to be purchased  
     from any Insurer, and to designate the Insurer from which such Contract   
     shall be purchased;

                                       16
(g) to compute and certify to the Employer and to the Trustee from  
     time to time the sums of money necessary or desirable to be contributed   
     to the Trust Fund;

           (h) to consult with the Employer and the Trustee regarding the      
     short and long-term liquidity needs of the Plan in order that the Trustee 
     can exercise any investment discretion in a manner designed to accomplish 
     specific objectives;

           (i) to prepare and distribute to Employees a procedure for          
     notifying Participants and Beneficiaries of their rights to elect Joint   
     and Survivor Annuities and Pre-Retirement Survivor Annuities if required  
     by the Code and Regulations thereunder;

           (j) to assist any Participant regarding his rights, benefits, or    
     elections available under the Plan.

2.7  RECORDS AND REPORTS

     The Administrator shall keep a record of all actions taken and shall keep
all other books of account, records, and other data that may be necessary for
proper administration of the Plan and shall be responsible for supplying all
information and reports to the Internal Revenue Service, Department of Labor,
Participants, Beneficiaries and others as required by law.

2.8  APPOINTMENT OF ADVISERS
 
     The Administrator, or the Trustee with the consent of the Administrator,
may appoint counsel, specialists, advisers, and other persons as the
Administrator or the Trustee deems necessary or desirable in connection with
the administration of this Plan.

2.9  INFORMATION FROM EMPLOYER

     To enable the Administrator to perform his functions, the Employer shall
supply full and timely information to the Administrator on all matters
relating to the Compensation of all Participants, their Hours of Service,
their Years of Service, their retirement, death, disability, or termination of
employment, and such other pertinent facts as the Administrator may require;
and the Administrator shall advise the Trustee of such of the foregoing facts
as may be pertinent to the Trustee's duties under the Plan.  The Administrator
may rely upon such information as is supplied by the Employer and shall have
no duty or responsibility to verify such information.

2.10 PAYMENT OF EXPENSES

     All expenses of administration may be paid out of the Trust Fund unless
paid by the Employer.  Such expenses shall include any expenses incident to
the functioning of the Administrator, including, but not limited to, fees of
accountants, counsel, and other specialists and their agents, and other costs
of administering the Plan.  Until paid, the expenses shall constitute a
liability of the Trust Fund.  However, the Employer may reimburse the Trust
Fund for any administration expense incurred.  Any administration expense paid
to the Trust Fund as a reimbursement shall not be considered an Employer
contribution.

2.11 MAJORITY ACTIONS

     Except where there has been an allocation and delegation of
administrative authority pursuant to Section 2.5, if there shall be more than
one Administrator, they shall act by a majority of their number, but may
authorize one or more of them to sign all papers on their behalf.

                                       17
2.12 CLAIMS PROCEDURE

     Claims for benefits under the Plan may be fled in writing with the
Administrator.  Written notice of the disposition of a claim shall be
furnished to the claimant within 90 days after the application is filed.  In
the event the claim is denied, the reasons for the denial shall be
specifically set forth in the notice in language calculated to be understood
by the claimant, pertinent provisions of the Plan shall be cited, and, where
appropriate, an explanation as to how the claimant can perfect the claim will
be provided.  In addition, the claimant shall be furnished with an explanation
of the Plan's claims review procedure.

2.13 CLAIMS REVIEW PROCEDURE

     Any Employee, former Employee, or Beneficiary of either, who has been
denied a benefit by a decision of the Administrator pursuant to Section 2.12
shall be entitled to request the Administrator to give further consideration
to his claim by filing with the Administrator a written request for a hearing. 
Such request, together with a written statement of the reasons why the
claimant believes his claim should bc allowed, shall be filed with the
Administrator no later than 60 days after receipt of the written notification
provided for in Section 2.12.  The Administrator shall then conduct a hearing
within the next 60 days, at which the claimant may be represented by an
attorney or any other representative of his choosing and expense and at which
the claimant shall have an opportunity to submit written and oral evidence and
arguments in support of his claim.  At the hearing (or prior thereto upon 5
business days written notice to the Administrator) the claimant or his
representative shall have an opportunity to review all documents in the
possession of the Administrator which are pertinent to the claim at issue and
its disallowance.  Either the claimant or the Administrator may cause a court
reporter to attend the hearing and record the proceedings.  In such event, a
complete written transcript of the proceedings shall be furnished to both
parties by the court reporter.  The full expense of any such court reporter
and such transcripts shall be borne by the party causing the court reporter to
attend the hearing.  A final decision as to the allowance of the claim shall
be made by the Administrator within 60 days of receipt of the appeal (unless
there has been an extension of 60 days due to special circumstances, provided
the delay and the special circumstances occasioning it are communicated to the
claimant within the 60 day period).  Such communication shall be written in a
manner calculated to be understood by the claimant and shall include specific
reasons for the decision and specific references to the pertinent Plan
provisions on which the decision is based.

                                ARTICLE III
                                ELIGIBILITY

3.1  CONDITIONS OF ELIGIBILITY

     Any Eligible Employee shall be eligible to participate hereunder on the
date he has satisfied the requirements specified in the Adoption Agreement.

3.2  EFFECTIVE DATE OF PARTICIPATION

     An Eligible Employee who has become eligible to be a Participant shall
become a Participant effective as of the day specified in the Adoption
Agreement.

     In the event an Employee who has satisfied the Plan's eligibility
requirements and would otherwise have become a Participant shall go from a
classification of a noneligible Employee to an Eligible Employee, such
Employee shall become a Participant as of the

                                       18
date he becomes an Eligible Employee.  If such Employee does not incur a 1-
Year Break in Service, eligibility will be determined under the Break in
Service rules of the Plan.

     In the event an Employee who has satisfied the Plan's eligibility
requirements and would otherwise become a Participant shall go from a
classification of an Eligible Employee to a noneligible Employee and becomes
ineligible to participate and has not incurred a 1-Year Break in Service, such
Employee shall participate in the Plan as of the date he returns to an
eligible class of Employees.  If such Employee does incur a l-Year Break in
Service, eligibility will be determined under the Break in Service rules of
the Plan.

3.3  DETERMINATION OF ELIGIBILITY

     The Administrator shall determine the eligibility of each Employee for
participation in the Plan based upon information furnished by the Employer.
Such determination shall be conclusive and binding upon all persons, as long
as the same is made pursuant to the Plan and the Act.  Such determination
shall be subject to review per Section 2.13.

3.4  TERMINATION OF ELIGIBILITY

     In the event a Participant shall go from a classification of an Eligible
Employee to an ineligible Employee, such Former Participant shall continue to
vest in his interest in the Plan for each Year of Service completed while a
noneligible Employee, until such time as his Participant's Account shall be
forfeited or distributed pursuant to the terms of the Plan.  Additionally, his
interest in the Plan shall continue to share in the earnings of the Trust
Fund.

3.5  OMISSION OF ELIGIBLE EMPLOYEE

     If, in any Plan Year, any 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 his Employer for the year has been
made, the Employer shall make a subsequent contribution, if necessary after
the application of Section 4.3(e), so that the omitted Employee receives a
total amount which the said Employee would have received had he not been
omitted.  Such contribution shall be made regardless of whether or not it is
deductible in whole or in part in any taxable year under applicable provisions 
of the Code.

3.6  INCLUSION OF INELIGIBLE EMPLOYEE

     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 Employer shall not be entitled to recover the contribution made
with respect to the ineligible person regardless of whether or not a deduction
is allowable with respect to such contribution.  In such event, the amount
contributed with respect to the ineligible person shall constitute a
Forfeiture for the Plan Year in which the discovery is made.

3.7  ELECTION NOT TO PARTICIPATE

     An Employee may, subject to the approval of the Employer, elect
voluntarily not to participate in the Plan.  The election not to participate
must be communicated to the Employer, in writing, at least thirty (30) days
before the beginning of a Plan Year.  For Standardized Plans, a Participant or
an Eligible Employee may not elect not to participate.  Furthermore, the
foregoing election not to participate shall not be available with respect to
partners in a partnership.

3.8  CONTROL OF ENTITIES BY OWNER-EMPLOYEE

           (a) If this Plan provides contributions or benefits for one or more 
     Owner-Employees who control both the business for which this Plan is      
     established and one or more other entities, this Plan and the plan        
     established for other trades or businesses must, when looked at as a      
     single Plan, satisfy Code Sections 401(a) and (d) for the Employees of    
     this and all other entities.

           (b) If the Plan provides contributions or benefits for one or more  
     Owner-Employees who control one or more other trades or businesses, the   
     employees of the other trades or businesses must be included

                                       19
in a plan which satisfies Code Sections 401(a) and (d) and which provides 
     contributions and benefits not less favorable than provided for           
     Owner-Employees under this Plan.

           (c) 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 benefits or         
     contributions of the employees under the plan of the trades or businesses 
     which are controlled must be as favorable as those provided for him under 
     the most favorable plan of the trade or business which is not controlled.

           (d) For purposes of the preceding paragraphs, an Owner-Employee, or 
     two or more Owner-Employees, will be considered to control an entity if   
     the Owner-Employee, or two or more Owner-Employees together:

           (1) own the entire interest in an unincorporated entity, or

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

           (e) 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.

                                ARTICLE IV
                        CONTRIBUTION AND ALLOCATION

4.1  FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION

           (a) For a Money Purchase Plan -

           (1) The Employer shall make contributions over such period of years 
           as the Employer may determine on the following basis.  On behalf of 
           each Participant eligible to share in allocations, for each year of 
           his participation in this Plan, the Employer shall contribute the   
           amount specified in the Adoption Agreement.  All contributions by   
           the Employer shall be made in cash or in such property as is        
           acceptable to the Trustee.  The Employer shall be required to       
           obtain a waiver from the Internal Revenue Service for any Plan Year 
           in which it is unable to make the full required contribution to the 
           Plan.  In the event a waiver is obtained, this Plan shall be deemed 
           to be an individually designed plan.

           (2) For any Plan Year beginning prior to January 1, 1990, and if    
           elected in the non-standardized Adoption Agreement for any Plan     
           Year beginning on or after January 1, 1990, the Employer shall not  
           contribute on behalf of a Participant who performs less than a Year 
           of Service during any Plan Year, unless there is a Short Plan Year  
           or required pursuant to 4.3(h).

           (3) Notwithstanding the foregoing, the Employer's contribution for  
           any Fiscal Year shall not exceed the maximum amount allowable as a  
           deduction to the Employer under the provisions of Code Section 404. 
           However, to the extent necessary to provide the top heavy minimum   
           allocations, the Employer shall make a contribution even if it      
           exceeds the amount which is deductible under Code Section 404.

                                       20
(b) For a Profit Sharing Plan -

           (1) For each Plan Year, the Employer shall contribute to the Plan   
           such amount as specified by the Employer in the Adoption Agreement. 
           Notwithstanding the foregoing, however, the Employer's contribution 
           for any Fiscal Year shall not exceed the maximum amount allowable   
           as a deduction to the Employer under the provisions of Code Section 
           404.  All contributions by the Employer shall be made in cash or in 
           such property as is acceptable to the Trustee.

           (2) Except, however, to the extent necessary to provide the top     
           heavy minimum allocations, the Employer shall make a contribution   
           even if it exceeds current or accumulated Net Profit or the amount  
           which is deductible under Code Section 404.

4.2  TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION

     The Employer shall generally pay to the Trustee its contribution to the
Plan for each Plan Year within the time prescribed by law, including
extensions of time, for the fling of the Employer's federal income tax return
for the Fiscal Year.

4.3  ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS

           (a) The Administrator shall establish and maintain an account in    
     the name of each Participant to which the Administrator shall credit as   
     of each Anniversary Date, or other valuation date, all amounts allocated  
     to each such Participant as set forth herein.

           (b) The Employer shall provide the Administrator with all           
     information required by the Administrator to make a proper allocation of  
     the Employer's contributions for each Plan Year.  Within a reasonable     
     period of time after the date of receipt by the Administrator of such     
     information, the Administrator shall allocate such contribution as        
     follows:

           (1) For a Money Purchase Plan:

                 (i) The Employer's Contribution shall be allocated to each    
                 Participant's Combined Account in the manner set forth in     
                 Section 4.1 herein and as specified in Section E2 of the      
                 Adoption Agreement.

           (2) For an Integrated Profit Sharing Plan:

                 (i) The Employer's contribution shall be allocated to each    
                 Participant's Account, except as provided in Section 4.3(f),  
                 in a dollar amount equal to 5.7% of the sum of each           
                 Participant's total Compensation plus Excess Compensation.    
                 If the Employer does not contribute such amount for all       
                 Participants, each Participant will be allocated a share of   
                 the contribution in the same proportion that his total        
                 Compensation plus his total Excess Compensation for the Plan  
                 Year bears to the total Compensation plus the total Excess    
                 Compensation of all Participants for that year.

     Regardless of the preceding, 4.3% shall be substituted for 5.7% above if  
     Excess Compensation is based on more than 20% and less than or equal to   
     80% of the Taxable Wage Base.  If Excess Compensation is based on less    
     than 100% and more than 80% of the Taxable Wage Base, then 5.4% shall be  
     substituted for 5.7% above.

                 (ii) The balance of the Employer's contribution over the      
                 amount allocated above, if any, shall be allocated to each    
                 Participant's Combined Account in the same proportion that    
                 his

                                       21
total Compensation for the Year bears to the total            
                 Compensation of all Participants for such year.

                 (iii) Except, however, for any Plan Year beginning prior to   
                 January 1, 1990, and if elected in the non-standardized       
                 Adoption Agreement for any Plan Year beginning on or after    
                 January 1, 1990, a Participant who performs less than a Year  
                 of Service during any Plan Year shall not share in the        
                 Employer's contribution for that year, unless there is a      
                 Short Plan Year or a contribution is required pursuant to     
                 Section 4.3(h).

           (3) For a Non-Integrated Profit Sharing Plan:

                 (i) The Employer's contribution shall be allocated to each    
                 Participant's Account in the same proportion that each such   
                 Participant's Compensation for the year bears to the total    
                 Compensation of all Participants for such year.

                 (ii) Except, however, for any Plan Year beginning prior to    
                 January 1, 1990, and if elected in the non-standardized       
                 Adoption Agreement for any Plan Year beginning on or after    
                 January 1, 1990, a Participant who performs less than a Year  
                 of Service during any Plan Year shall not share in the        
                 Employer's contribution for that year, unless there is a      
                 Short Plan Year or a contribution is required pursuant to     
                 Section 4.3(h).

           (c) As of each Anniversary Date or other valuation date, before     
     allocation of Employer contributions and Forfeitures, any earnings or     
     losses (net appreciation or net depreciation) of the Trust Fund shall be  
     allocated in the same proportion that each Participant's and Former       
     Participant's nonsegregated accounts bear to the total of all             
     Participants' and Former Participants' nonsegregated accounts as of such  
     date.  If any nonsegregated account of a Participant has been distributed 
     prior to the Anniversary Date or other valuation date subsequent to a     
     Participant's termination of employment, no earnings or losses shall be   
     credited to such account.

     Notwithstanding the above, with respect to contributions made to the Plan
after the previous Anniversary Date or allocation date, the method specified
in the Adoption Agreement shall be used.

           (d) Participants' Accounts shall be debited for any insurance or    
     annuity premiums paid, if any, and credited with any dividends or         
     interest received on insurance contracts.

           (e) As of each Anniversary Date any amounts which became            
     Forfeitures since the last Anniversary Date shall first be made available 
     to reinstate previously forfeited account balances of Former              
     Participants, if any, in accordance with Section 6.4(g)(2) or be used to  
     satisfy any contribution that may be required pursuant to Section 3.5     
     and/or 6.9.  The remaining Forfeitures, if any, shall be treated in       
     accordance with the Adoption Agreement. Provided, however, that in the    
     event the allocation of Forfeitures provided herein shall cause the       
     "annual addition" (as defined in Section 4.4) to any Participant's        
     Account to exceed the amount allowable by the Code, the excess shall be   
     reallocated in accordance with Section 4.5.  Except, however, for any     
     Plan Year beginning prior to January 1, 1990, and if elected in the       
     non-standardized Adoption Agreement for any Plan Year beginning on or     
     after January 1, 1990, a Participant who performs less than a Year of     
     Service during any Plan Year shall not share in the Plan Forfeitures for  
     that year, unless there is a Short Plan Year or a contribution required   
     pursuant to Section 4.3(h).

           (f) Minimum Allocations Required for Top Heavy Plan Years:          
     Notwithstanding the foregoing, for any Top Heavy Plan Year, the sum of    
     the Employer's contributions and Forfeitures allocated to the             
     Participant's Combined Account of each Non-Key Employee shall be equal to 
     at least three percent (3%) of such Non-Key Employee's "415 Compensation" 
     (reduced by contributions and forfeitures, if any, allocated to each      
     Non-Key Employee in any defined contribution plan included with this plan 
     in a Required

                                       22
Aggregation Group). However, if (i) the sum of the Employer's             
     contributions and Forfeitures allocated to the Participant's Combined     
     Account of each Key Employee for such Top Heavy Plan Year is less than    
     three percent (3%) of each Key Employee's "415 Compensation" and (ii)     
     this Plan is not required to be included in an Aggregation Group to       
     enable a defined benefit plan to meet the requirements of Code Section    
     401(a)(4) or 410, the sum of the Employer's contributions and Forfeitures 
     allocated to the Participant's Combined Account of each Non-Key Employee  
     shall be equal to the largest percentage allocated to the Participant's   
     Combined Account of any Key Employee.

     However, for each Non-Key Employee who is a Participant in a paired
Profit Sharing Plan or 401(k) Profit Sharing Plan and a paired Money Purchase
Plan, the minimum 3% allocation specified above shall be provided in the Money
Purchase Plan.

     If this is an integrated Plan, then for any Top Heavy Plan Year the
Employer's contribution shall be allocated as follows:

           (1) An amount equal to 3% multiplied by each Participant's          
           Compensation for the Plan Year shall be allocated to each           
           Participant's Account.  If the Employer does not contribute such    
           amount for all Participants, the amount shall be allocated to each  
           Participant's Account in the same proportion that his total         
           Compensation for the Plan Year bears to the total Compensation of   
           all Participants for such year.

           (2) The balance of the Employer's contribution over the amount      
           allocated under subparagraph (1) hereof shall be allocated to each  
           Participant's Account in a dollar amount equal to 3% multiplied by  
           a Participant's Excess Compensation.  If the Employer does not      
           contribute such amount for all Participants, each Participant will  
           be allocated a share of the contribution in the same proportion     
           that his Excess Compensation bears to the total Excess Compensation 
           of all Participants for that year.

           (3) The balance of the Employer's contribution over the amount      
           allocated under subparagraph (2) hereof shall be allocated to each  
           Participant's Account in a dollar amount equal to 2.7% multiplied   
           by the sum of each Participant's total Compensation plus Excess     
           Compensation.  If the Employer does not contribute such amount for  
           all Participants, each Participant will be allocated a share of the 
           contribution in the same proportion that his total Compensation     
           plus his total Excess Compensation for the Plan Year bears to the   
           total Compensation plus the total Excess Compensation of all        
           Participants for that year.

           Regardless of the preceding, 1.3% shall be substituted for 2.7%     
           above if Excess Compensation is based on more than 20% and less     
           than or equal to 80% of the Taxable Wage Base.  If Excess           
           Compensation is based on less than 100% and more than 80% of the    
           Taxable Wage Base, then 2.4% shall be substituted for 2.7% above.

           (4) The balance of the Employer's contributions over the amount     
           allocated above, if any, shall be allocated to each Participant's   
           Account in the same proportion that his total Compensation for the  
           Plan Year bears to the total Compensation of all Participants for   
           such year.

     For each Non-Key Employee who is a Participant in this Plan and another
non-paired defined contribution plan maintained by the Employer, the minimum
3% allocation specified above shall be provided as specified in F3 of the
Adoption Agreement.

           (g) For purposes of the minimum allocations set forth above, the    
     percentage allocated to the Participant's Combined Account of any Key     
     Employee shall be equal to the ratio of the sum of the

                                       23
Employer's contributions and Forfeitures allocated on behalf of such Key  
     Employee divided by the "415 Compensation" for such Key Employee.

           (h) For any Top Heavy Plan Year, the minimum allocations set forth  
     in this Section shall be allocated to the Participant's Combined Account  
     of all Non-Key Employees who are Participants and who are employed by the 
     Employer on the last day of the Plan Year, including Non-Key Employees    
     who have (1) failed to complete a Year of Service; or (2) declined to     
     make mandatory contributions (if required) or, in the case of a cash or   
     deferred arrangement, elective contributions to the Plan.

           (i) Notwithstanding anything herein to the contrary, in any Plan    
     Year in which the Employer maintains both this Plan and a defined benefit 
     pension plan included in a Required Aggregation Group which is top heavy, 
     the Employer shall not be required to provide a Non-Key Employee with     
     both the full separate minimum defined benefit plan benefit and the full  
     separate defined contribution plan allocations.  Therefore, if the        
     Employer maintains both a Defined Benefit and a Defined Contribution Plan 
     that are a Top Heavy Group, the top heavy minimum benefits shall be       
     provided as follows:

           (1) Applies if Flb of the Adoption Agreement is Selected 

                 (i) The requirements of Section 2.1 shall apply except that   
                 each Non-Key Employee who is a Participant in the Profit      
                 Sharing Plan or Money Purchase Plan and who is also a         
                 Participant in the Defined Benefit Plan shall receive a       
                 minimum allocation of five percent (5%) of such Participant's 
                 "415 Compensation" from the applicable Defined Contribution   
                 Plan(s).

                 (ii) For each Non-Key Employee who is a Participant only in   
                 the Defined Benefit Plan the Employer will provide a minimum  
                 non-integrated benefit equal to 2% of his highest five        
                 consecutive year average "415 Compensation" for each Year of  
                 Service while a Participant in the Plan, in which the Plan is 
                 top heavy, not to exceed ten.

                 (iii) For each Non-Key Employee who is a Participant only in  
                 this Defined Contribution Plan, the Employer shall provide a  
                 contribution equal to 3% of his "415 Compensation."

           (2) Applies if F1c of the Adoption Agreement is Selected 

                 (i) The minimum allocation specified in Section 4.3(i)(1)(i)  
                 shall be 7 1/2% if the Employer elects in the Adoption        
                 Agreement for years in which the Plan is Top Heavy, but not   
                 Super Top Heavy.

                 (ii) The minimum benefit specified in Section 4.3(i)(1)(ii)   
                 shall be 3% if the Employer elects in the Adoption Agreement  
                 for years in which the Plan is Top Heavy, but not Super Top   
                 Heavy.

                 (iii) The minimum allocation specified in Section             
                 4.3(i)(1)(iii) shall be 4% if the Employer elects in the      
                 Adoption Agreement for years in which the Plan is Top Heavy,  
                 but not Super Top Heavy.

           (j) For the purposes of this Section, "415 Compensation" shall be   
     limited to $200,000 (unless adjusted in such manner as permitted under    
     Code Section 415(d)).  However, for Plan Years beginning prior to January 
     1, 1989, the $200,000 limit shall apply only for Top Heavy Plan Years and 
     shall not bc adjusted.

           (k) Notwithstanding anything herein to the contrary, any            
     Participant who terminated employment during the Plan Year for reasons    
     other than death, Total and Permanent Disability, or retirement shall or

                                       24
shall not share in the allocations of the Employer's Contributions and    
     Forfeitures as provided in the Adoption Agreement.  Notwithstanding the   
     foregoing, for Plan Years beginning after 1989, if this is a standardized 
     Plan, any such terminated Participant shall share in the allocations as   
     provided in this Section provided such Participant completed more than    
     500 Hours of Service.

           (l) Notwithstanding anything herein to the contrary, Participants   
     terminating for reasons of death, Total and Permanent Disability, or      
     retirement shall share in the allocations as provided in this Section     
     regardless of whether they completed a Year of Service during the Plan    
     Year.

           (m) If a Former Participant is reemployed after five (5)            
     consecutive 1-Year Breaks in Service, then separate accounts shall be     
     maintained as follows:

           (1) one account for nonforfeitable benefits attributable to         
     pre-break service; and

           (2) one account representing his employer derived account balance   
     in the Plan attributable to post-break service.

           (n) Notwithstanding any election in the Adoption Agreement to the   
     contrary, if this is a non-standardized Plan that would otherwise fail to 
     meet the requirements of Code Sections 401(a)(26), 410(b)(1), or          
     410(b)(2)(A)(i) and the Regulations thereunder because Employer           
     Contributions have not been allocated to a sufficient number or           
     percentage of Participants for a Plan Year, then the following rules      
     shall apply:

           (1) The group of Participants eligible to share in the Employer's   
           contribution and Forfeitures for the Plan Year shall be expanded to 
           include the minimum number of Participants who would not otherwise  
           be eligible as are necessary to satisfy the applicable test         
           specified above.  The specific participants who shall become        
           eligible under the terms of this paragraph shall be those who are   
           actively employed on the last day of the Plan Year and, when        
           compared to similarly situated Participants, have completed the     
           greatest number of Hours of Service in the Plan Year.

           (2) If after application of paragraph (1) above, the applicable     
           test is still not satisfied, then the group of Participants         
           eligible to share in the Employer's contribution and Forfeitures    
           for the Plan Year shall be further expanded to include the minimum  
           number of Participants who are not actively employed on the last    
           day of the Plan Year as are necessary to satisfy the applicable     
           test.  The specific Participants who shall become eligible to share 
           shall be those Participants, when compared to similarly situated    
           Participants, who have completed the greatest number of Hours of    
           Service in the Plan Year before terminating employment.

     Nothing in this Section shall permit the reduction of a Participant's
accrued benefit.  Therefore any amounts that have previously been allocated to
Participants may not be reallocated to satisfy these requirements.  In such
event, the Employer shall make an additional contribution equal to the amount
such affected Participants would have received had they been included in the
allocations, even if it exceeds the amount which would be deductible under
Code Section 404.  Any adjustment to the allocations pursuant to this
paragraph shall be considered a retroactive amendment adopted by the last day
of the Plan Year.

4.4  MAXIMUM ANNUAL ADDITIONS

           (a)(1) If the Participant does not participate in, and has never    
     participated in another qualified plan maintained by the Employer, or a   
     welfare benefit fund (as defined in Code Section 419(e)), maintained by   
     the Employer, or an individual medical account (as defined in Code        
     Section 415(1)(2)) maintained by the Employer, which provides Annual      
     Additions, the amount of Annual Additions which may be credited to the    
     Participant's accounts for any Limitation Year shall not exceed the       
     lesser of the Maximum Permissible

                                       25
Amount or any other limitation contained in this Plan.  If the employer   
     contribution that would otherwise be contributed or allocated to the      
     Participant's accounts would cause the Annual Additions for the           
     Limitation Year to exceed the Maximum Permissible Amount, the amount      
     contributed or allocated will be reduced so that the Annual Additions for 
     the Limitation Year will equal the Maximum Permissible Amount.

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

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

           (4) If there is an excess amount pursuant to Section 4.4(a)(2) or   
           Section 4.5, the excess will be disposed of in one of the following 
           manners, as uniformly determined by the Plan Administrator for all  
           Participants similarly situated:

                 (i) Any Deferred Compensation or nondeductible Voluntary      
                 Employee Contributions, to the extent they would reduce the   
                 Excess Amount, will be distributed to the Participant;

                 (ii) If, after the application of subparagraph (i), an Excess 
                 Amount still exists, and the Participant is covered by the    
                 Plan at the end of the Limitation Year, the Excess Amount in  
                 the Participant's account will be used to reduce Employer     
                 contributions (including any allocation of Forfeitures) for   
                 such Participant in the next Limitation Year, and each        
                 succeeding Limitation Year if necessary;

                 (iii) If, after the application of subparagraph (i), an       
                 Excess Amount still exists, and the Participant is not        
                 covered by the Plan at the end of a Limitation Year, the      
                 Excess Amount will be held unallocated in a suspense account. 
                 The suspense account will be applied to reduce future         
                 Employer contributions (including allocation of any           
                 Forfeitures) for all remaining Participants in the next       
                 Limitation Year, and each succeeding Limitation Year if       
                 necessary;

                 (iv) If a suspense account is in existence at any time during 
                 a Limitation Year pursuant to this Section, it will not       
                 participate in the allocation of investment gains and losses. 
                 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 contributions or any employee    
                 contributions may be made to the plan for that limitation     
                 year.  Excess amounts may not be distributed to participants  
                 or former participants.

           (b)(1) This subsection applies if, in addition to this Plan, the    
     Participant is covered under another qualified Regional Prototype defined 
     contribution plan maintained by the Employer, or a welfare benefit fund   
     (as defined in Code Section 419(e)) maintained by the Employer, or an     
     individual medical account (as defined in Code Section 415(1)(2))         
     maintained by the Employer, which provides Annual Additions, during any   
     Limitation Year.  The Annual Additions which may be credited to a         
     Participant's accounts under this Plan for any such Limitation Year shall 
     not exceed the Maximum Permissible Amount reduced by the Annual Additions 
     credited to a Participant's accounts under the other plans and welfare    
     benefit funds for the same Limitation Year.  If the Annual Additions with 
     respect to the Participant under other defined contribution plans and     
     welfare benefit funds maintained by the Employer are less than the        
     Maximum Permissible Amount and the Employer contribution that would       
     otherwise be contributed or allocated to the
                                       26
Participant's accounts under this Plan would cause the Annual Additions   
     for the Limitation Year to exceed this limitation, the amount contributed 
     or allocated will be reduced so that the Annual Additions under all such  
     plans and welfare benefit funds for the Limitation Year will equal the    
     Maximum Permissible Amount.  If the Annual Additions with respect to the  
     Participant under such other defined contribution plans and welfare       
     benefit funds in the aggregate are equal to or greater than the Maximum   
     Permissible Amount, no amount will be contributed or allocated to the     
     Participant's account under this Plan for the Limitation Year.

           (2) Prior to determining the Participant's actual Compensation for  
           the Limitation Year, the Employer may determine the Maximum         
           Permissible Amount for a Participant in the manner described in     
           Section 4.4(a)(2).

           (3) As soon as is administratively feasible after the end of the    
           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.

           (4) If, pursuant to Section 4.4(b)(2) or Section 4.5, a             
           Participant's Annual Additions under this Plan and 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 a welfare   
           benefit fund or individual medical account will be deemed to have   
           been allocated first regardless of the actual allocation date.

           (5) If an Excess Amount was allocated to a Participant on an        
           allocation date of this Plan which coincides with an allocation     
           date of another 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 (1) the Annual Additions allocated to the   
                 Participant for the Limitation Year as of such date under     
                 this Plan to (2) the total Annual Additions allocated to the  
                 Participant for the Limitation Year as of such date under     
                 this and all the other qualified defined contribution plans.

           (6) Any Excess Amount attributed to this Plan will be disposed in   
           the manner described in Section 4.4(a)(4).

           (c) If the Participant is covered under another qualified defined   
     contribution plan maintained by the Employer which is not a Regional      
     Prototype Plan, Annual Additions which may be credited to the             
     Participant's account under this Plan for any Limitation Year will be     
     limited in accordance with Section 4.4(b), unless the Employer provides   
     other limitations in the Adoption Agreement.

           (d) If the Employer maintains, or at any time maintained, a         
     qualified defined benefit plan covering any Participant in this Plan the  
     sum of the Participant's Defined Benefit Plan Fraction and Defined        
     Contribution Plan Fraction will not exceed 1.0 in any Limitation Year.    
     The Annual Additions which may be credited to the Participant's account   
     under this Plan for any Limitation Year will be limited in accordance     
     with the Limitation on Allocations Section of the Adoption Agreement.

           (e) For purposes of applying the limitations of Code Section 415,   
     the transfer of funds from one qualified plan to another is not an        
     "annual addition."  In addition, the following are not Employee           
     contributions for the purposes of Section 4.4(f)(1)(2):  (1) rollover     
     contributions (as defined in Code Sections 402(a)(5), 403(a)(4),          
     403(b)(8) and 408(d)(3)); (2) repayments of loans made to a Participant   
     from the Plan; (3) repayments of distributions received by an Employee    
     pursuant to Code Section 411(a)(7)(B) (cash-outs); (4) repayments of      
     distributions received by an Employee pursuant to Code Section            
     411(a)(3)(D)

                                       27
(mandatory contributions); and (5) Employee contributions to a simplified  
    employee pension excludable from gross income under Code Section 408(k)    
    (6).

           (f) For purposes of this Section, the following terms shall be      
     defined as follows:

           (1) Annual Additions means the sum credited to a Participant's      
           accounts for any Limitation Year of (1) Employer contributions, (2) 
           effective with respect to "limitation years" beginning after        
           December 31, 1986, Employee contributions, (3) forfeitures, (4)     
           amounts allocated, after March 31, 1984, to an individual medical   
           account, as defined in Code Section 415(1)(2), which is part of a   
           pension or annuity plan maintained by the Employer and (5) amounts  
           derived from contributions paid or accrued after December 31, 1985, 
           in taxable years ending after such 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)) maintained 
           by the Employer.  Except, however, the "415 Compensation"           
           percentage limitation referred to in paragraph (a)(2) above shall   
           not apply to:  (1) any contribution for medical benefits (within    
           the meaning of Code Section 419A(f)(2)) after separation from       
           service which is otherwise treated as an "annual addition," or (2)  
           any amount otherwise treated as an "annual addition" under Code     
           Section 415(1)(1).  Notwithstanding the foregoing, for "limitation  
           years" beginning prior to January 1, 1987, only that portion of     
           Employee contributions equal to the lesser of Employee              
           contributions in excess of six percent (6%) of "415 Compensation"   
           or one-half of Employee contributions shall be considered an        
           "annual addition."

           For this purpose, any Excess Amount applied under Sections          
           4.4(a)(4) and 4.4(b)(6) in the Limitation Year to reduce Employer   
           contributions shall be considered Annual Additions for such         
           Limitation Year.

           (2) Compensation means a Participant's Compensation as elected in   
           the Adoption Agreement.  However, regardless of any selection made  
           in the Adoption Agreement, "415 Compensation" shall exclude         
           compensation which is not currently includible in the Participant's 
           gross income by reason of the application of Code Sections 125,     
           402(a)(8), 402(h)(1)(B), or 403(b).

                 For limitation years beginning after December 31, 1991, for   
           purposes of applying the limitations of this article, compensation  
           for a limitation year is the compensation actually paid or made     
           available during such limitation year.

                 Notwithstanding the preceding sentence, compensation for a    
           participant in a defined contribution plan who is permanently and   
           totally disabled (as defined in section 22(e)(3) of the Internal    
           Revenue Code) 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        
           permanently and totally disabled; such imputed compensation for the 
           disabled participant 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.

           (3) Defined Benefit Fraction means a fraction, the numerator of     
           which is the sum of the Participant's Projected Annual Benefits     
           under all the defined benefit plans (whether or not terminated)     
           maintained by the Employer, and the denominator of which is the     
           lesser of 125 percent of the dollar limitation determined for the   
           Limitation Year under Code Sections 415(b) and (d) or 140 percent   
           of his Highest Average 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

                                       28
maintained by the Employer which were in existence on May 6, 1986,  
           the denominator of this  fraction will not be less than 125 percent 
           of the sum of the annual benefits under such plans which the        
           Participant had accrued as of the end of the close of the last      
           Limitation Year beginning before January 1, 1987, disregarding any  
           changes in the terms and conditions of the plan 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.

                 Notwithstanding the foregoing, for any Top Heavy Plan Year,   
           100 shall be substituted for 125 unless the extra minimum           
           allocation is being made pursuant to the Employer's election in F1  
           of the Adoption Agreement.  However, for any Plan Year in which     
           this Plan is a Super Top Heavy Plan, 100 shall be substituted for   
           125 in any event.

           (4) Defined Contribution Dollar Limitation means $30,000, or, if    
           greater, one-fourth of the defined benefit dollar limitation set    
           forth in Code Section 415(b)(1) as in effect for the Limitation     
           Year.

           (5) Defined Contribution Fraction means a fraction, the numerator   
           of which is the sum of the Annual Additions to the Participant's    
           account under all the defined contribution plans (whether or not    
           terminated) maintained by the Employer for the current and all      
           prior Limitation Years, (including the Annual Additions             
           attributable to the Participant's nondeductible voluntary employee  
           contributions to any defined benefit plans, whether or not          
           terminated, maintained by the Employer and the annual additions     
           attributable to all welfare benefit funds, as defined in Code       
           Section 419(e), and individual medical accounts, as defined in Code 
           Section 415(1)(2), maintained by the Employer), and the denominator 
           of which is the sum of the maximum aggregate amounts for the        
           current and all prior Limitation Years of Service with the Employer 
           (regardless of whether a defined contribution plan was maintained   
           by the Employer).  The maximum aggregate amount in any Limitation   
           Year is the lesser of 125 percent of the Defined Contribution       
           Dollar Limitation or 35 percent of the Participant's Compensation   
           for such year.  For Limitation Years beginning prior to January 1,  
           1987, the "annual addition" shall not be recomputed to treat all    
           Employee contributions as an Annual Addition.

           If the Employee was a Participant as of the end 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 which 
           were 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 (1)  
           the excess of the sum of the fractions over 1.0 times (2) 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 end of the last   
           Limitation Year beginning before January 1, 1987, and disregarding  
           any changes in the terms and conditions of the plan made after May  
           5, 1986, but using the Code Section 415 limitation applicable to    
           the first Limitation Year beginning on or after January 1, 1987.

           Notwithstanding the foregoing, for any Top Heavy Plan Year, 100     
           shall be substituted for 125 unless the extra minimum allocation is 
           being made pursuant to the Employer's election in F1 of the         
           Adoption Agreement.  However, for any Plan Year in which this Plan  
           is a Super Top Heavy Plan, 100 shall be substituted for 125 in any  
           event.

           (6) Employer means the Employer that adopts this Plan and all       
           Affiliated Employers, except that for purposes of this Section,     
           Affiliated Employers shall be determined pursuant to the            
           modification made by Code Section 415(h).
                                       29
(7) Excess Amount means the excess of the Participant's Annual      
           Additions for the Limitation Year over the Maximum Permissible      
           Amount.

           (8) Highest Average Compensation means the average Compensation for 
           the three consecutive Years of Service with the Employer that       
           produces the highest average.  A Year of Service with the Employer  
           is the 12 consecutive month period deemed in Section El of the      
           Adoption Agreement which is used to determine Compensation under    
           the Plan.

           (9) Limitation Year means the Compensation Year (a 12 consecutive   
           month period) as elected by the Employer 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.

           (10) Maximum Permissible Amount means the maximum Annual Addition   
           that may be contributed or allocated to a Participant's account     
           under the plan for any Limitation Year, which shall not exceed the  
           lesser of:

                 (i) the Defined Contribution Dollar Limitation, or

                 (ii) 25 percent of the Participant's Compensation for the     
                 Limitation Year.

                 The Compensation Limitation referred to in (ii) 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(1)(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 Contribution multiplied by the following        
           fraction:

                   number of months in the short Limitation Year
                   ---------------------------------------------
                                        12

           (11) 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 the plan assuming:

                 (i) the Participant will continue employment until Normal     
                 Retirement Age (or current age, if later), and

                 (ii) the Participant's 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.

           (g) Regional Prototype Plan means a plan the form of which has been 
           the subject of a favorable notification letter from the Internal    
           Revenue Service.

           (h) Notwithstanding anything contained in this Section to the       
           contrary, the limitations, adjustments and other requirements       
           prescribed in this Section shall at all times comply with the       
           provisions of Code Section 415 and the Regulations thereunder, the  
           terms of which are specifically incorporated herein by reference.

                                       30
4.5  ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

           (a) If as a result of the allocation of Forfeitures, a reasonable   
     error in estimating a Participant's annual Compensation, a reasonable     
     error in determining the amount of elective deferrals (within the meaning 
     of Code Section 402(g)(3)) that may be made with respect to any           
     Participant under the limits of Section 4.4, or other facts and           
     circumstances to which Regulation 1.415-6(b)(6) shall be applicable, the  
     "annual additions" under this Plan would cause the maximum provided in    
     Section 4.4 to be exceeded, the Administrator shall treat the excess in   
     accordance with Section 4.4(a)(4).

4.6  TRANSFERS FROM QUALIFIED PLANS

           (a) If specified in the Adoption Agreement and with the consent of  
     the Administrator, amounts may be transferred from other qualified plans, 
     provided that the trust from which such funds are transferred permits the 
     transfer to be made and the transfer will not jeopardize the tax exempt   
     status of the Plan or create adverse tax consequences for the Employer.   
     The amounts transferred shall be set up in a separate account herein      
     referred to as a "Participant's Rollover Account."  Such account shall be 
     fully Vested at all times and shall not be subject to forfeiture for any  
     reason.

           (b) Amounts in a Participant's Rollover Account shall be held by    
     the Trustee pursuant to the provisions of this Plan and may not be        
     withdrawn by, or distributed to the Participant, in whole or in part,     
     except as provided in Paragraphs (c) and (d) of this Section.

           (c) Amounts attributable to elective contributions (as defined in   
     Regulation 1.401(k)-l(g)(4)), including amounts treated as elective       
     contributions, which are transferred from another qualified plan in a     
     plan-to-plan transfer shall be subject to the distribution limitations    
     provided for in Regulation 1.401(k)-1(d).

           (d) At Normal Retirement Date, or such other date when the          
     Participant or his Beneficiary shall be entitled to receive benefits, the 
     fair market value of the Participant's Rollover Account shall be used to  
     provide additional benefits to the Participant or his Beneficiary.  Any   
     distributions of amounts held in a  Participant's Rollover Account shall  
     be made in a manner which is consistent with and satisfies the provisions 
     of Section 6.5, including, but not limited to, all notice and consent     
     requirements of Code Sections 411(a)(11) and 417 and the Regulations      
     thereunder.  Furthermore, such amounts shall be considered as part of a   
     Participant's benefit in determining whether an involuntary cash-out of   
     benefits without Participant consent may be made.

           (e) The Administrator may direct that employee transfers made after 
     a valuation date be segregated into a separate account for each           
     Participant until such time as the allocations pursuant to this Plan have 
     been made, at which time they may remain segregated or be invested as     
     part of the general Trust Fund, to be determined by the Administrator.

           (f) For purposes of this Section, the term "qualified plan" shall   
     mean any tax qualified plan under Code Section 401(a). The term "amounts  
     transferred from other qualified plans" shall mean:

     (i) amounts transferred to this Plan directly from another qualified      
     plan; (ii) lump-sum distributions received by an Employee from another    
     qualified plan which are eligible for tax free rollover to a qualified    
     plan and which are transferred by the Employee to this Plan within sixty  
     (60) days following his receipt thereof; (iii) amounts transferred to     
     this Plan from a conduit individual retirement account provided that the  
     conduit individual retirement account has no assets other than assets     
     which (A) were previously distributed to the Employee by another          
     qualified plan as a lump-sum distribution (B) were eligible for tax-free  
     rollover to a qualified plan and (C) were deposited in such conduit       
     individual retirement account within sixty (60) days of receipt thereof   
     and other than earnings on said assets; and (iv) amounts distributed to   
     the Employee from a conduit individual retirement account meeting the     
     requirements of clause (iii) above, and transferred by
                                        31
the Employee to this Plan within sixty (60) days of his receipt thereof   
     from such conduit individual retirement account.

           (g) Prior to accepting any transfers to which this Section applies, 
     the Administrator may require the Employee to establish that the amounts  
     to be transferred to this Plan meet the requirements of this Section and  
     may also require the Employee to provide an opinion of counsel            
     satisfactory to the Employer that the amounts to be transferred meet the  
     requirements of this Section.

            (h) Notwithstanding anything herein to the contrary, a transfer
     directly to this Plan from another qualified plan (or a transaction       
     having the effect of such a transfer) shall only be permitted if it will  
     not result in the elimination or reduction of any "Section 411(d)(6)      
     protected benefit" as described in Section 8.1.

4.7  VOLUNTARY CONTRIBUTIONS

           (a) If this is an amendment to a Plan that had previously allowed   
     voluntary Employee contributions, then, except as provided in 4.7(b)      
     below, this Plan will not accept voluntary Employee contributions for     
     Plan Years beginning after the Plan Year in which this Plan is adopted by 
     the Employer.

           (b) For 401(k) Plans, if elected in the Adoption Agreement, each    
     Participant may, at the discretion of the Administrator in a              
     nondiscriminatory manner, elect to voluntarily contribute a portion of    
     his compensation earned while a Participant under this Plan.  Such        
     contributions shall be paid to the Trustee within a reasonable period of  
     time but in no event later than 90 days after the receipt of the          
     contribution.

           (c) The balance in each Participant's Voluntary Contribution        
     Account shall be fully Vested at all times and shall not be subject to    
     Forfeiture for any reason.

           (d) A Participant may elect to withdraw his voluntary contributions 
     from his Voluntary Contribution Account and the actual earnings thereon   
     in a manner which is consistent with and satisfies the provisions of      
     Section 6.5, including, but not limited to, all notice and consent        
     requirements of Code Sections 411(a)(11) and 417 and the Regulations      
     thereunder.  If the Administrator maintains sub-accounts with respect to  
     voluntary contributions (and earnings thereon) which were made on or      
     before a specified date, a Participant shall be permitted to designate    
     which sub-account shall be the source for his withdrawal.  No Forfeitures 
     shall occur solely as a result of an Employee's withdrawal of Employee    
     contributions.

           In the event such a withdrawal is made, or in the event a           
     Participant has received a hardship distribution pursuant to Regulation   
     1.401(k)-l(d)(2)(iii)(B) from any plan maintained by the Employer, then   
     such Participant shall be barred from making any voluntary contributions  
     for a period of twelve (12) months after receipt of the withdrawal or     
     distribution.

           (e) At Normal Retirement Date, or such other date when the          
     Participant or his Beneficiary shall be entitled to receive benefits, the 
     fair market value of the Voluntary Contribution Account shall be used to  
     provide additional benefits to the Participant or his Beneficiary.

           (f) The Administrator may direct that voluntary contributions made  
     after a valuation date be segregated into a separate account until such   
     time as the allocations pursuant to this Plan have been made, at which    
     time they may remain segregated or be invested as part of the general     
     Trust Fund, to be determined by the Administrator. 

                                       32
4.8  DIRECTED INVESTMENT ACCOUNT

           (a) If elected in the Adoption Agreement, all Participants may      
     direct the Trustee as to the investment of all or a portion of any one or 
     more of their individual account balances.  Participants may direct the   
     Trustee in writing to invest their account in specific assets as          
     permitted by the Administrator provided such investments are in           
     accordance with the Department of Labor regulations and are permitted by  
     the Plan.  That portion of the account of any Participant so directing    
     will thereupon be considered a Directed Investment Account.

           (b) A separate Directed Investment Account shall be established for 
     each Participant who has directed an investment.  Transfers between the   
     Participant's regular account and their Directed Investment Account shall 
     be charged and credited as the case may be to each account.  The Directed 
     Investment Account shall not share in Trust Fund Earnings, but it shall   
     be charged or credited as appropriate with the net earnings, gains,       
     losses and expenses as well as any appreciation or depreciation in market 
     value during each Plan Year attributable to such account.

           (c) The Administrator shall establish a procedure, to be applied in 
     a uniform and nondiscriminatory manner, setting forth the permissible     
     investment options under this Section, how often changes between          
     investments may be made, and any other limitations that the Administrator 
     shall impose on a Participant's right to direct investments.

4.9  QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTIONS

           (a) If this is an amendment to a Plan that previously permitted     
     deductible voluntary contributions, then each Participant who made a      
     "Qualified Voluntary Employee Contribution" within the meaning of Code    
     Section 219(e)(2) as it existed prior to the enactment of the Tax Reform  
     Act of 1986, shall have his contribution held in a separate Qualified     
     Voluntary Employee Contribution Account which shall be fully Vested at    
     all times.  Such contributions, however, shall not be permitted if they   
     are attributable to taxable years beginning after December 31, 1986.

           (b) A Participant may, upon written request delivered to the        
     Administrator, make withdrawals from his Qualified Voluntary Employee     
     Contribution Account.  Any distribution shall be made in a manner which   
     is consistent with and satisfies the provisions of Section 6.5,           
     including, but not limited to, all notice and consent requirements of     
     Code Sections 411(a)(11) and 417 and the Regulations thereunder.

           (c) At Normal Retirement Date, or such other date when the          
     Participant or his Beneficiary shall be entitled to receive benefits, the 
     fair market value of the Qualified Voluntary Employee Contribution        
     Account shall be used to provide additional benefits to the Participant   
     or his Beneficiary.

           (d) Unless the Administrator directs Qualified Voluntary Employee   
     Contributions made pursuant to this Section be segregated into a separate 
     account for each Participant, they shall be invested as part of the       
     general Trust Fund and share in earnings and losses.

4.10 ACTUAL CONTRIBUTION PERCENTAGE TESTS

     In the event this Plan previously provided for voluntary or mandatory
Employee contributions, then, with respect to Plan Years beginning after
December 31, 1986, such contributions must satisfy the provisions of Code
Section 401(m) and the Regulations thereunder.

                                       33
4.11 INTEGRATION IN MORE THAN ONE PLAN

     If the Employer and/or an Affiliated Employer maintain qualified
retirement plans integrated with Social Security such that any Participant in
this Plan is covered under more than one of such plans, then such plans will
be considered to be one plan and will be considered to be integrated if the
extent of the integration of all such plans does not exceed 100%.  For
purposes of the preceding sentence, the extent of integration of a plan is the
ratio, expressed as a percentage, which the actual benefits, benefit rate,
offset rate, or employer contribution rate, whatever is applicable under the
Plan bears to the limitation applicable to such Plan.  If the Employer
maintains two or more standardized paired plans, only one plan may be
integrated with Social Security.

                                 ARTICLE V
                                VALUATIONS

5.1  VALUATION OF THE TRUST FUND

     The Administrator shall direct the Trustee, as of each Anniversary Date,
and at such other date or dates deemed necessary by the Administrator, herein
called "valuation date," to determine the net worth of the assets comprising
the Trust Fund as it exists on the "valuation date."  In determining such net
worth, the Trustee shall value the assets comprising the Trust Fund at their
fair market value as of the "valuation date" and shall deduct all expenses for
which the Trustee has not yet obtained reimbursement from the Employer or the
Trust Fund.

5.2  METHOD OF VALUATION

     In determining the fair market value of securities held in the Trust Fund
which are listed on a registered stock exchange, the Administrator shall
direct the Trustee to value the same at the prices they were last traded on
such exchange preceding the close of business on the "valuation date."  If
such securities were not traded on the "valuation date," or if the exchange on
which they are traded was not open for business on the "valuation date," then
the securities shall be valued at the prices at which they were last traded
prior to the "valuation date."  Any unlisted security held in the Trust Fund
shall be valued at its bid price next preceding the close of business on the
"valuation date," which bid price shall be obtained from a registered broker
or an investment banker.  In determining the fair market value of assets other
than securities for which trading or bid prices can be obtained, the Trustee
may appraise such assets itself, or in its discretion, employ one or more
appraisers for that purpose and rely on the values established by such
appraiser or appraisers.

                                ARTICLE VI
                DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1  DETERMINATION OF BENEFITS UPON RETIREMENT

     Every Participant may terminate his employment with the Employer and
retire for the purposes hereof on or after his Normal Retirement Date or Early
Retirement Date.  Upon such Normal Retirement Date or Early Retirement Date,
all amounts credited to such Participant's Combined Account shall become
distributable.  However, a Participant may postpone the termination of his
employment with the Employer to a later date, in which event the participation
of such Participant in the Plan, including the right to receive allocations
pursuant to Section 4.3, shall continue until his Late Retirement Date.  Upon
a Participant's Retirement Date, or as soon thereafter as is practicable, the
Administrator shall direct the distribution of all amounts credited to such
Participant's Combined Account in accordance with Section 6.5.

6.2  DETERMINATION OF BENEFITS UPON DEATH

           (a) Upon the death of a Participant before his Retirement Date or   
     other termination of his employment, all amounts credited to such         
     Participant's Combined Account shall become fully Vested.  The

                                       34
Administrator shall direct, in accordance with the provisions of          
     Sections 6.6 and 6.7, the distribution of the deceased Participant's      
     accounts to the Participant's Beneficiary.

           (b) Upon the death of a Former Participant, the Administrator shall 
     direct, in accordance with the provisions of Sections 6.6 and 6.7, the    
     distribution of any remaining amounts credited to the accounts of such    
     deceased Former Participant to such Former Participant's Beneficiary.

           (c) The Administrator may require such proper proof of death and    
     such evidence of the right of any person to receive payment of the value  
     of the account of a deceased Participant or Former Participant as the     
     Administrator may deem desirable.  The Administrator's determination of   
     death and of the right of any person to receive payment shall be          
     conclusive.

           (d) Unless otherwise elected in the manner prescribed in Section    
     6.6, the Beneficiary of the Pre-Retirement Survivor Annuity shall be the  
     Participant's spouse.  Except, however, the Participant may designate a   
     Beneficiary other than his spouse for the Pre-Retirement Survivor Annuity 
     if:

           (1) the Participant and his spouse have validly waived the          
     Pre-Retirement Survivor Annuity in the manner prescribed in Section 6.6,  
     and the spouse has waived his or her right to be the Participant's        
     Beneficiary, or

           (2) the Participant is legally separated or has been abandoned      
     (within the meaning of local law) and the Participant has a court order   
     to such effect (and there is no "qualified domestic relations order" as   
     defined in Code Section 414(p) which provides otherwise), or

           (3) the Participant has no spouse, or

           (4) the spouse cannot be located.

           In such event, the designation of a Beneficiary shall be made on a  
     form satisfactory to the Administrator.  A Participant may at any time    
     revoke his designation of a Beneficiary or change his Beneficiary by      
     filing written notice of such revocation or change with the               
     Administrator.  However, the Participant's spouse must again consent in   
     writing to any change in Beneficiary unless the original consent          
    acknowledged that the spouse had the right to limit consent only to a      
    specific Beneficiary and that the spouse voluntarily elected to            
    relinquish such right.  The Participant may, at any time, designate a      
    Beneficiary for death benefits payable under the Plan that arc in excess   
    of the Pre-Retirement Survivor Annuity.  In the even no valid designation  
    of Beneficiary exists at the time of the Participant's death, the  death   
    benefit shall be payable to his estate.

           (e) If the Plan provides an insured death benefit and a Participant 
     dies before any insurance coverage to which he is entitled under the Plan 
     is effected, his death benefit from such insurance coverage shall be      
     limited to the standard rated premium which was or should have been used  
     for such purpose.

           (f) In the event of any conflict between the terms of this Plan and 
     the teens of any Contract issued hereunder, the Plan provisions shall     
     control.

6.3  DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

     In the event of a Participant's Total and Permanent Disability prior to
his Retirement Date or other termination of his employment, all amounts
credited to such Participant's Combined Account shall become fully Vested.  In
the event of a Participant's Total and Permanent Disability, the
Administrator, in accordance with the provisions of Sections 6.5 and 6.7,
shall direct the distribution to such Participant of all amounts credited to
such Participant's Combined Account as though he had retired.

                                       35
6.4  DETERMINATION OF BENEFITS UPON TERMINATION

           (a) On or before the Anniversary Date, or other valuation date,     
     coinciding with or subsequent to the termination of a Participant's       
     employment for any reason other than retirement, death, or Total and      
     Permanent Disability, the Administrator may direct that the amount of the 
     Vested portion of such Terminated Participant's Combined Account be       
     segregated and invested separately.  In the event the Vested portion of a 
     Participant's Combined Account is not segregated, the amount shall remain 
     in a separate account for the Terminated Participant and share in         
     allocations pursuant to Section 4.3 until such time as a distribution is  
     made to the Terminated Participant.  The amount of the portion of the     
     Participant's Combined Account which is not Vested may be credited to a   
     separate account (which will always share in gains and losses of the      
     Trust Fund) and at such time as the amount becomes a forfeiture shall be  
     treated in accordance with the provisions of the Plan regarding           
     Forfeitures.

           Regardless of whether distributions in kind are permitted, in the   
     event that the amount of the Vested portion of the Terminated             
     Participant's Combined Account equals or exceeds the fair market value of 
     any insurance Contracts, the Trustee, when so directed by the             
     Administrator and agreed to by the Terminated Participant, shall assign,  
     transfer, and set over to such Terminated Participant all Contracts on    
     his life in such form or with such endorsements, so that the settlement   
     options and forms of payment are consistent with the provisions of        
     Section 6.5.  In the event that the Terminated Participant's Vested       
     portion does not at least equal the fair market value of the Contracts,   
     if any, the Terminated Participant may pay over to the Trustee the sum    
     needed to make the distribution equal to the value of the Contracts being 
     assigned or transferred, or the Trustee, pursuant to the Participant's    
     election, may borrow the cash value of the Contracts from the Insurer so  
     that the value of the Contracts is equal to the Vested portion of the     
     Terminated Participant's Combined Account and then assign the Contracts   
     to the Terminated Participant.

           Distribution of the funds due to a Terminated Participant shall be  
     made on the occurrence of an event which would result in the distribution 
     had the Terminated Participant remained in the employ of the Employer     
     (upon the Participant's death, Total and Permanent Disability, Early or   
     Normal Retirement).  However, at the election of the Participant, the     
     Administrator shall direct that the entire Vested portion of the          
     Terminated Participant's Combined Account to be payable to such           
     Terminated Participant provided the conditions, if any, set forth in the  
     Adoption Agreement have been satisfied.  Any distribution under this      
     paragraph shall be made in a manner which is consistent with and          
     satisfies the provisions of Section 6.5, including but not limited to,    
     all notice and consent requirements of Code Sections 411(a)(11) and 417   
     and the Regulations thereunder.

           Notwithstanding the above, if the value of a Terminated             
     Participant's Vested benefit derived from Employer and Employee           
     contributions does not exceed, and at the time of any prior distribution, 
     has never exceeded $3,500, the Administrator shall direct that the entire 
     Vested benefit be paid to such Participant in a single lump-sum without   
     regard to the consent of the Participant or the Participant's spouse.  A  
     Participant's Vested benefit shall not include Qualified Voluntary        
     Employee Contributions within the meaning of Code Section 72(o)(5)(B) for 
     Plan Years beginning prior to January 1, 1989.

           (b) The Vested portion of any Participant's Account shall be a      
     percentage of such Participant's Account determined on the basis of the   
     Participant's number of Years of Service according to the vesting         
     schedule specified in the Adoption Agreement.

           (c) For any Top Heavy Plan Year, one of the minimum top heavy       
     vesting schedules as elected by the Employer in the Adoption Agreement    
     will automatically apply to the Plan.  The minimum top heavy 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.  Further, no decrease  
     in a Participant's Vested percentage may occur in the event the Plan's    
     status as top heavy changes for any Plan Year.  However, this

                                       36
Section 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 the Vested percentage of such Employee's Participant's Account shall  
     be determined without regard to this Section 6.4(c).

           If in any subsequent Plan Year, the Plan ceases to be a Top Heavy   
     Plan, the Administrator shall continue to use the vesting schedule in     
     effect while the Plan was a Top Heavy Plan for each Employee who had an   
     Hour of Service during a Plan Year when the Plan was Top Heavy.

           (d) Notwithstanding the vesting schedule above, upon the complete   
     discontinuance of the Employer's contributions to the Plan or upon any    
     full or partial termination of the Plan, all amounts credited to the      
     account of any affected Participant shall become 100% Vested and shall    
     not thereafter be subject to Forfeiture.

           (e) If this is an amended or restated Plan, then notwithstanding    
     the vesting schedule specified in the Adoption Agreement, the Vested      
     percentage of a Participant's Account shall not be less than the Vested   
     percentage attained as of the later of the effective date or adoption     
     date of this amendment and restatement.  The computation of a             
     Participant's nonforfeitable percentage of his interest in the Plan shall 
     not be reduced as the result of any direct or indirect amendment to this  
     Article, or due to changes in the Plan's status as a Top Heavy Plan.

           (f) If the Plan's vesting schedule is amended, or if the Plan is    
     amended in any way that directly or indirectly affects the computation of 
     the Participant's nonforfeitable percentage or if the Plan is deemed      
     amended by an automatic change to a top heavy vesting schedule, then each 
     Participant with at least 3 Years of Service as of the expiration date of 
     the election period may elect to have his nonforfeitable percentage       
     computed under the Plan without regard to such amendment or change.       
     Notwithstanding the foregoing, for Plan Years beginning before January 1, 
     1989, or with respect to Employees who fail to complete at least one (1)  
     Hour of Service in a Plan Year beginning after December 31, 1988, five    
     (5) shall be substituted for three (3) in the preceding sentence.  If a   
     Participant fails to make such election, then such Participant shall be   
     subject to the new vesting schedule.  The Participant's election period   
     shall commence on the adoption date of the amendment and shall end 60     
     days after the latest of:

                 (1) the adoption date of the amendment,

                 (2) the effective date of the amendment, or

                 (3) the date the Participant receives written notice of the   
                 amendment from the Employer or Administrator.

           (g)(1) If any Former Participant shall be reemployed by the         
     Employer before a 1-Year Break in Service occurs, he shall continue to    
     participate in the Plan in the same manner as if such termination had not 
     occurred.

           (2) If any Former Participant shall be reemployed by the Employer   
           before five (5) consecutive 1-Year Breaks in Service, and such      
           Former Participant had received a distribution of his entire Vested 
           interest prior to his reemployment, his forfeited account shall be  
           reinstated only if he repays the full amount distributed to him     
           before the earlier of five (5) years after the first date on which  
           the Participant is subsequently reemployed by the Employer or the   
           close of the first period of 5 consecutive 1-Year Breaks in Service 
           commencing after the distribution.  If a distribution occurs for    
           any reason other than a separation from service, the time for       
           repayment may not end earlier than five (5) years after the date of 
           separation.  In the event the Former Participant does repay the     
           full amount distributed to him, the undistributed portion of the    
           Participant's Account must be restored in full, unadjusted by any   
           gains or losses occurring subsequent to the Anniversary Date

                                       37
or other valuation date preceding his termination.  If an employee  
           receives a distribution pursuant to this section and the employee   
           resumes employment covered under this plan, the employee's          
           employer-derived account balance will be restored to the amount on  
           the date of distribution if the employee repays to the plan the     
           full amount of the distribution attributable to employer            
           contributions before the earlier of 5 years after the first date on 
           which the participant is subsequently re-employed by the employer,  
           or the date the participant incurs 5 consecutive 1-year breaks in   
           service following the date of the distribution.  If a non-Vested    
           Former Participant was deemed to have received a distribution and   
           such Former Participant is reemployed by the Employer before five   
           (5) consecutive 1-Year Breaks in Service, then such Participant     
           will be deemed to have repaid the deemed distribution as of the     
           date of reemployment.

           (3) If any Former Participant is reemployed after a 1-Year Break in 
           Service has occurred, Years of Service shall include Years of       
           Service prior to his 1-Year Break in Service subject to the         
           following rules:

                 (i) Any Former Participant who under the Plan does not have a 
                 nonforfeitable right to any interest in the Plan resulting    
                 from Employer contributions shall lose credits if his         
                 consecutive 1-Year Breaks in Service equal or exceed the      
                 greater of (A) five (5) or (B) the aggregate number of his    
                 pre-break Years of Service;

                 (ii) After five (5) consecutive 1-Year Breaks in Service, a   
                 Former Participant's Vested Account balance attributable to   
                 pre-break service shall not be increased as a result of       
                 post-break service;

                 (iii) A Former Participant who is reemployed and who has not  
                 had his Years of Service before a 1-Year Break in Service     
                 disregarded pursuant to (i) above, shall participate in the   
                 Plan as of his date of reemployment;

                 (iv) If a Former Participant completes a Year of Service (a   
                 1-Year Break in Service previously occurred, but employment   
                 had not terminated), he shall participate in the Plan         
                 retroactively from the first day of the Plan Year during      
                 which he completes one (1) Year of Service.

           (h) In determining Years of Service for purposes of vesting under   
     the Plan, Years of Service shall be excluded as specified in the Adoption 
     Agreement.

6.5  DISTRIBUTION OF BENEFITS

           (a)(1) Unless otherwise elected as provided below, a Participant    
     who is married on the "annuity starting date" and who does not die before 
     the "annuity starting date" shall receive the value of all of his         
     benefits in the form of a Joint and Survivor Annuity.  The Joint and      
     Survivor Annuity is an annuity that commences immediately and shall be    
     equal in value to a single life annuity.  Such joint and survivor         
     benefits following the Participant's death shall continue to the spouse   
     during the spouse's lifetime at a rate equal to 50% of the rate at which  
     such benefits were payable to the Participant.  This Joint and Survivor   
     Annuity shall be considered the designated qualified Joint and Survivor   
     Annuity and automatic form of payment for the purposes of this Plan.      
     However, the Participant may elect to receive a smaller annuity benefit   
     with continuation of payments to the spouse at a rate of seventy-five     
     percent (75%) or one hundred percent (100%) of the rate payable to a      
     Participant during his lifetime which alternative Joint and Survivor      
     Annuity shall be equal in value to the automatic Joint and 50% Survivor   
     Annuity.  An unmarried Participant shall receive the value of his benefit 
     in the form of a life annuity.  Such unmarried Participant, however, may  
     elect in writing to waive the life annuity.  The election must comply     
     with the provisions of this Section as if it were an election to waive    
     the Joint and Survivor Annuity by a married Participant, but without the
                                       38
spousal consent requirement.  The Participant may elect to have any       
     annuity provided for in this Section distributed upon the attainment of   
     the "earliest retirement age" under the Plan.  The "earliest retirement   
     age" is the earliest date on which, under the Plan, the Participant could 
     elect to receive retirement benefits.

           (2) Any election to waive the Joint and Survivor Annuity must be    
           made by the Participant in writing during the election period and   
           be consented to by the Participant's spouse.  If the spouse is      
           legally incompetent to give consent, the spouse's legal guardian,   
           even if such guardian is the Participant, may give consent.  Such   
           election shall designate a Beneficiary (or a form of benefits) that 
           may not be changed without spousal consent (unless the consent of   
           the spouse expressly permits designations by the Participant        
           without the requirement of further consent by the spouse).  Such    
           spouse's consent shall be irrevocable and must acknowledge the      
           effect of such election and be witnessed by a Plan representative   
           or a notary public.  Such consent shall not be required if it is    
           established to the satisfaction of the Administrator that the       
           required consent cannot be obtained because there is no spouse, the 
           spouse cannot be located, or other circumstances that may be        
           prescribed by Regulations.  The election made by the Participant    
           and consented to by his spouse may be revoked by the Participant in 
           writing without the consent of the spouse at any time during the    
           election period.  The number of revocations shall not be limited.   
           Any new election must comply with the requirements of this          
           paragraph.  A former spouse's waiver shall not be binding  on a new 
           spouse.

           (3) The election period to waive the Joint and Survivor Annuity     
           shall be the 90 day period ending on the "annuity starting date."

           (4) For purposes of this Section and Section 6.6, the "annuity      
           starting date" means the first day of the first period for which an 
           amount is paid as an annuity, or, in the case of a benefit not      
           payable in the form of an annuity, the first day on which all       
           events have occurred which entitles the Participant to such         
           benefit.

           (5) With regard to the election, the Administrator shall provide to 
           the Participant no less than 30 days and no more than 90 days       
           before the "annuity starting date" a written explanation of:

           (i) the terms and conditions of the Joint and Survivor Annuity, and

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

           (iii) the right of the Participant's spouse to consent to any       
           election to waive the Joint and Survivor Annuity, and

           (iv) the right of the Participant to revoke such election, and the  
           effect of such revocation.

           (b) In the event a married Participant duly elects pursuant to      
     paragraph (a)(2) above not to receive his benefit in the form of a Joint  
     and Survivor Annuity, or if such Participant is not married, in the form  
     of a life annuity, the Administrator, pursuant to the election of the     
     Participant, shall direct the distribution to a Participant or his        
     Beneficiary any amount to which he is entitled under the Plan in one or   
     more of the following methods which are permitted pursuant to the         
     Adoption Agreement:

           (1) One lump-sum payment in cash or in property;

           (2) Payments over a period certain in monthly, quarterly,           
           semiannual, or annual cash installments.  In order to provide such  
           installment payments, the Administrator may direct that the         
           Participant's interest in the Plan be segregated and invested       
           separately, and that the funds in the segregated

                                       39
account be used for the payment of the installments.  The period    
           over which such payment is to be made shall not extend beyond the   
           Participant's life expectancy (or the life expectancy of the        
           Participant and his designated Beneficiary);

           (3) Purchase of or providing an annuity.  However, such annuity may 
           not be in any form that will provide for payments over a period     
           extending beyond either the life of the Participant (or the lives   
           of the Participant and his designated Beneficiary) or the life      
           expectancy of the Participant (or the life expectancy of the        
           Participant and his designated Beneficiary).

           (e) The present value of a Participant's Joint and Survivor Annuity 
     derived from Employer and Employee contributions may not be paid without  
     his written consent if the value exceeds, or has ever exceeded at the     
     time of any prior distribution, $3,500.  Further, the spouse of a         
     Participant must consent in writing to any immediate distribution.  If    
     the value of the Participant's benefit derived from Employer and Employee 
     contributions does not exceed $3,500 and has never exceeded $3,500 at the 
     time of any prior distribution, the Administrator may immediately         
     distribute such benefit without such Participant's consent.  No           
     distribution may be made under the preceding sentence after the "annuity  
     starting date" unless the Participant and his spouse consent in writing   
     to such distribution.  Any written consent required under this paragraph  
     must be obtained not more than 90 days before commencement of the         
     distribution and shall be made in a manner consistent with Section        
     6.5(a)(2).

           (d) Any distribution to a Participant who has a benefit which       
     exceeds, or has ever exceeded at the time of any prior distribution,      
     $3,500 shall require such Participant's consent if such distribution      
     commences prior to the later of his Normal Retirement Age or age 62.      
     With regard to this required consent:

           (1) No consent shall be valid unless the Participant has received a 
           general description of the material features and an explanation of  
           the relative values of the optional forms of benefit available      
           under the Plan that would satisfy the notice requirements of Code   
           Section 417.

           (2) The Participant must be informed of his right to defer receipt  
           of the distribution.  If a Participant fails to consent, it shall   
           be deemed an election to defer the commencement of payment of any   
           benefit.  However, any election to defer the receipt of benefits    
           shall not apply with respect to distributions which are required    
           under Section 6.5(e).

           (3) Notice of the rights specified under this paragraph shall be    
           provided no less than 30 days and no more than 90 days before the   
           "annuity starting date."

           (4) Written consent of the Participant to the distribution must not 
           be made before the Participant receives the notice and must not be  
           made more than 90 days before the "annuity starting date."

           (5) No consent shall be valid if a significant detriment is imposed 
           under the Plan on any Participant who does not consent to the       
           distribution.

           (e) Notwithstanding any provision in the Plan to the contrary, the  
     distribution of a Participant's benefits, made on or after January 1,     
     1985, whether under the Plan or through the purchase of an annuity        
     Contract, shall be made in accordance with the following requirements and 
     shall otherwise comply with Code Section 401(a)(9) and the Regulations    
     thereunder (including Regulation Section 1.401(a)(9)-2), the provisions   
     of which are incorporated herein by reference:

           (1) A Participant's benefits shall be distributed to him not later  
           than April 1st of the calendar year following the later of (i) the  
           calendar year in which the Participant attains age 70 1/2 or (ii) the
           calendar year in which the Participant retires, provided, however,  
           that this clause (ii) shall not apply in the case of a Participant  
           who is a "five (5) percent owner" at any time during the five (5)

                                       40
Plan Year period ending in the calendar year in which he attains    
           age 70 1/2 or, in the case of a Participant who becomes a "five (5)
           percent owner" during any subsequent Plan Year, clause (ii) shall   
           no longer apply and the required beginning date shall be the April  
           1st of the calendar year following the calendar year in which such  
           subsequent Plan Year ends.  Alternatively, distributions to a       
           Participant must begin no later than the applicable April 1st as    
           determined under the preceding sentence and must be made over the   
           life of the Participant (or the lives of the Participant and the    
           Participant's designated Beneficiary) or, if benefits are paid in   
           the form of a Joint and Survivor Annuity, the life expectancy of    
           the Participant (or the life expectancies of the Participant and    
           his designated Beneficiary) in accordance with Regulations.  For    
           Plan Years beginning after December 31, 1988, clause (ii) above     
           shall not apply to any Participant unless the Participant had       
           attained age 70 1/2 before January 1, 1988 and was not a "five (5)
           percent owner" at any time during the Plan Year ending with or      
           within the calendar year in which the Participant attained age 66   
           1/2 or any subsequent Plan Year.

           (2) Distributions to a Participant and his Beneficiaries shall only 
           be made in accordance with the incidental death benefit             
           requirements of Code Section 401(a)(9)(G) and the Regulations       
           thereunder.

           Additionally, for calendar years beginning before 1989,             
           distributions may also be made under an alternative method which    
           provides that the then present value of the payments to be made     
           over the period of the Participant's life expectancy exceeds fifty  
           percent (50%) of the then present value of the total payments to be 
           made to the Participant and his Beneficiaries.

           (f) For purposes of this Section, the life expectancy of a          
     Participant and a Participant's spouse (other than in the case of a life  
     annuity) shall be redetermined annually in accordance with Regulations if 
     permitted pursuant to the Adoption Agreement.  If the Participant or the  
     Participant's spouse may elect whether recalculations will be made, then  
     the election, once made, shall be irrevocable.  If no election is made by 
     the time distributions must commence, then the life expectancy of the     
     Participant and the Participant's spouse shall not be subject to          
     recalculation.  Life expectancy and joint and last survivor expectancy    
     shall be computed using the return multiples in Tables V and VI of        
     Regulation 1.72-9.

           (g) All annuity Contracts under this Plan shall be non-transferable 
     when distributed.  Furthermore, the terms of any annuity Contract         
     purchased and distributed to a Participant or spouse shall comply with    
     all of the requirements of this Plan.

           (h) Subject to the spouse's right of consent afforded under the     
     Plan, the restrictions imposed by this Section shall not apply if a       
     Participant has, prior to January 1, 1984, made a written designation to  
     have his retirement benefit paid in an alternative method acceptable      
     under Code Section 401(a) as in effect prior to the enactment of the Tax  
     Equity and Fiscal Responsibility Act of 1982.

           (i) If a distribution is made at a time when a Participant who has  
     not terminated employment is not fully Vested in his Participant's        
     Account and the Participant may increase the Vested percentage in such    
     account:

           (1) A separate account shall be established for the Participant's   
           interest in the Plan as of the time of the distribution, and

           (2) At any relevant time the Participant's Vested portion of the    
           separate account shall be equal to an amount ("X") determined by    
           the formula:

                    X equals P(AB plus (RxD)) - (R x D)

                                       41
For purposes of applying the formula:  P is the Vested percentage   
           at the relevant time, AB is the account balance at the relevant     
           time, D is the amount of distribution, and R is the ratio of the    
           account balance at the relevant time to the account balance after   
           distribution.

6.6  DISTRIBUTION OF BENEFITS UPON DEATH

           (a) Unless otherwise elected as provided below, a Vested            
     Participant who dies before the annuity starting date and who has a       
     surviving spouse shall have the Pre-Retirement Survivor Annuity paid to   
     his surviving spouse.  The Participant's spouse may direct that payment   
     of the Pre-Retirement Survivor Annuity commence within a reasonable       
     period after the Participant's death.  If the spouse does not so direct,  
     payment of such benefit will commence at the time the Participant would   
     have attained the later of his Normal Retirement Age or age 62.  However, 
     the spouse may elect a later commencement date.  Any distribution to the  
     Participant's spouse shall be subject to the rules specified in Section   
     6.6(h).

           (b) Any election to waive the Pre-Retirement Survivor Annuity       
     before the Participant's death must be made by the Participant in writing 
     during the election period and shall require the spouse's irrevocable     
     consent in the same manner provided for in Section 6.5(a)(2).  Further,   
     the spouse's consent must acknowledge the specific nonspouse Beneficiary. 
     Notwithstanding the foregoing, the nonspouse Beneficiary need not be      
     acknowledged, provided the consent of the spouse acknowledges that the    
     spouse has the right to limit consent only to a specific Beneficiary and  
     that the spouse voluntarily elects to relinquish such right.

           (c) The election period to waive the Pre-Retirement Survivor        
     Annuity shall begin on the first day of the Plan Year in which the        
     Participant attains age 35 and end on the date of the Participant's       
     death.  An earlier waiver (with spousal consent) may be made provided a   
     written explanation of the Pre-Retirement Survivor Annuity is given to    
     the Participant and such waiver becomes invalid at the beginning of the   
     Plan Year in which the Participant turns age 35.  In the event a Vested   
     Participant separates from service prior to the beginning of the election 
     period, the election period shall begin on the date of such separation    
     from service.

           (d) With regard to the election, the Administrator shall provide    
     each Participant within the applicable period, with respect to such       
     Participant (and consistent with Regulations), a written explanation of   
     the Pre-Retirement Survivor Annuity containing comparable information to  
     that required pursuant to Section 6.5(a)(4).  For the purposes of this    
     paragraph, the term "applicable period" means, with respect to a          
     Participant, whichever of the following periods ends last:

           (1) 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;

           (2) A reasonable period after the individual becomes a Participant. 
           For this purpose, in the case of an individual who becomes a        
           Participant after age 32, the explanation must be provided by the   
           end of the three-year period beginning with the first day of the    
           first Plan Year for which the individual is a Participant;

           (3) A reasonable period ending after the Plan no longer fully       
           subsidizes the cost of the Pre-Retirement Survivor Annuity with     
           respect to the Participant;

           (4) A reasonable period ending after Code Section 401(a)(11)        
           applies to the Participant; or

           (5) A reasonable period after separation from service in the case   
           of a Participant who separates before attaining age 35.  For this   
           purpose, the Administrator must provide the explanation beginning   
           one year before the separation from service and ending one year     
           after separation.
                                       42
(e) The Pre-Retirement Survivor Annuity provided for in this        
     Section shall apply only to Participants who are credited with an Hour of 
     Service on or after August 23, 1984.  Former Participants who are not     
     credited with an Hour of Service on or after August 23, 1984 shall be     
     provided with rights to the Pre-Retirement Survivor Annuity in accordance 
     with Section 303(e)(2) of the Retirement Equity Act of 1984.

           (f) If the value of the Pre-Retirement Survivor Annuity derived     
     from Employer and Employee contributions does not exceed $3,500 and has   
     never exceeded $3,500 at the time of any prior distribution, the          
     Administrator shall direct the immediate distribution of such amount to   
     the Participant's spouse.  No distribution may be made under the          
     preceding sentence after the annuity starting date unless the spouse      
     consents in writing.  If the value exceeds, or has ever exceeded at the   
     time of any prior distribution, $3,500, an immediate distribution of the  
     entire amount may be made to the surviving spouse, provided such          
     surviving spouse consents in writing to such distribution.  Any written   
     consent required under this paragraph must be obtained not more than 90   
     days before commencement of the distribution and shall be made in a       
     manner consistent with Section 6.5(a)(2).

           (g)(1) In the event there is an election to waive the               
     Pre-Retirement Survivor Annuity, and for death benefits in excess of the  
     Pre-Retirement Survivor Annuity, such death benefits shall be paid to the 
     Participant's Beneficiary by either of the following methods, as elected  
     by the Participant (or if no election has been made prior to the          
     Participant's death, by his Beneficiary) subject to the rules specified   
     in Section 6.6(h) and the selections made in the Adoption Agreement:

                 (i) One lump-sum payment in cash or in property;

                 (ii) Payment in monthly, quarterly, semi-annual, or annual    
                 cash installments over a period to be determined by the       
                 Participant or his Beneficiary.  After periodic installments  
                 commence, the Beneficiary shall have the right to reduce the  
                 period over which such periodic installments shall bc made,   
                 and the cash amount of such periodic installments shall be    
                 adjusted accordingly.

                 (iii) If death benefits in excess of the Pre-Retirement       
                 Survivor Annuity are to be paid to the surviving spouse, such 
                 benefits may be paid pursuant to (i) or (ii) above, or used   
                 to purchase an annuity so as to increase the payments made    
                 pursuant to the Pre-Retirement Survivor Annuity;

           (2) In the event the death benefit payable pursuant to Section 6.2  
           is payable in installments, then, upon the death of the             
           Participant, the Administrator may direct that the death benefit be 
           segregated and invested separately, and that the funds accumulated  
           in the segregated account be used for the payment of the            
           installments.

           (h) Notwithstanding any provision in the Plan to the contrary,      
     distributions upon the death of a Participant made on or after January 1, 
     1985, shall be made in accordance with the following requirements and     
     shall otherwise comply with Code Section 401(a)(9) and the Regulations    
     thereunder.

           (1) If it is determined, pursuant to Regulations, that the          
           distribution of a Participant's interest has begun and the          
           Participant dies before his entire interest has been distributed to 
           him, the remaining portion of such interest shall be distributed at 
           least as rapidly as under the method of distribution selected       
           pursuant to Section 6.5 as of his date of death.

           (2) If a Participant dies before he has begun to receive any        
           distributions of his interest in the Plan or before distributions   
           are deemed to have begun pursuant to Regulations, then his death    
           benefit

                                       43
shall be distributed to his Beneficiaries in accordance with the    
           following rules subject to the selections made in the Adoption      
           Agreement and Subsections 6.6(h)(3) and 6.6(i) below:

                 (i) The entire death benefit shall be distributed to the      
                 Participant's Beneficiaries by December 31st of the calendar  
                 year in which the fifth anniversary of the Participant's      
                 death occurs;

                 (ii) The 5-year distribution requirement of (i) above shall   
                 not apply to any portion of the deceased Participant's        
                 interest which is payable to or for the benefit of a          
                 designated Beneficiary.  In such event, such portion shall be 
                 distributed over the life of such designated Beneficiary (or  
                 over a period not extending beyond the life expectancy of     
                 such designated Beneficiary) provided such distribution       
                 begins no later than December 31st of the calendar year       
                 immediately following the calendar year in which the          
                 Participant died;

                 (iii) However, in the event the Participant's spouse          
                 (determined as of the date of the Participant's death) is his 
                 designated Beneficiary, the provisions of (ii) above shall    
                 apply except that the requirement that distributions commence 
                 within one year of the Participant's death shall not apply.   
                 In lieu thereof distributions must commence on or before the  
                 later of:  (1) December 31st of the calendar year immediately 
                 following the calendar year in which the Participant died; or 
                 (2) December 31st of the calendar year in which the           
                 Participant would have attained age 70 1/2.  If the surviving
                 spouse dies before distributions to such spouse begin, then   
                 the 5-year distribution requirement of this Section shall     
                 apply as if the spouse was the Participant.

           (3) Notwithstanding subparagraph (2) above, or any selections made  
           in the Adoption Agreement, if a Participant's death benefits are to 
           be paid in the form of a Pre-Retirement Survivor Annuity, then      
           distributions to the Participant's surviving spouse must commence   
           on or before the later of:  (1) December 31st of the calendar year  
           immediately following the calendar year in  which the Participant   
           died; or (2) December 31st of the calendar year in which the        
           Participant would have attained age 70 1/2.

           (i) For purposes of Section 6.6(h)(2), the election by a designated 
     Beneficiary to be excepted from the 5-year distribution requirement (if   
     permitted in the Adoption Agreement) must be made no later than December  
     31st of the calendar year following the calendar year of the              
     Participant's death.  Except, however, with respect to a designated       
     Beneficiary who is the Participant's surviving spouse, the election must  
     be made by the earlier of:  (1) December 31st of the calendar year        
     immediately following the calendar year in which the Participant died or, 
     if later, the calendar year in which the Participant would have attained  
     age 70 1/2; or (2) December 31st of the calendar year which contains the
     fifth anniversary of the date of the Participant's death. An election by  
     a designated Beneficiary must be in writing and shall be irrevocable as   
     of the last day of the election period stated herein.  In the absence of  
     an election by the Participant or a designated Beneficiary, the 5-year    
     distribution requirement shall apply.

           (j) For purposes of this Section, the life expectancy of a          
     Participant and a Participant's spouse (other than in the case of a life  
     annuity) shall or shall not be redetermined annually as provided in the   
     Adoption Agreement and in accordance with Regulations.  If the            
     Participant or the Participant's spouse may elect, pursuant to the        
     Adoption Agreement, to have life expectancies recalculated, then the      
     election, once made shall be irrevocable.  If no election is made by the  
     time distributions must commence, then the life expectancy of the         
     Participant and the Participant's spouse shall not be subject to          
     recalculation.  Life expectancy and joint and last survivor expectancy    
     shall be computed using the return multiples in Tables V and VI of        
     Regulation Section 1.72-9.
                                       44
(k) In the event that less than 100% of a Participant's interest in 
     the Plan is distributed to such Participant's spouse, the portion of the  
     distribution attributable to the Participant's Voluntary Contribution     
     Account shall be in the same proportion that the Participant's Voluntary  
     Contribution Account bears to the Participant's total interest in the     
     Plan.

           (1) Subject to the spouse's right of consent afforded under the     
           Plan, the restrictions imposed by this Section shall not apply if a 
           Participant has, prior to January 1, 1984, made a written           
           designation to have his death benefits paid in an alternative       
           method acceptable under Code Section  401(a) as in effect prior to  
           the enactment of the Tax Equity and Fiscal Responsibility Act of    
           1982.

6.7  TIME OF SEGREGATION OR DISTRIBUTION

     Except as limited by Sections 6.5 and 6.6, whenever a distribution is to
be made, or a series of payments are to commence, on or as of an Anniversary
Date, the distribution or series of payments may be made or begun on such date
or as soon thereafter as is practicable, but in no event later than 180 days
after the Anniversary Date.  However, unless a Former Participant elects in
writing to defer the receipt of benefits (such election may not result in a
death benefit that is more than incidental), the payment of benefits shall
begin not later than the 60th day after the close of the Plan Year in which
the latest of the following events occurs:  (a) the date on which the
Participant attains the earlier of age 65 or the Normal Retirement Age
specified herein; (b) the 10th anniversary of the year in which the
Participant commenced participation in the Plan; or (c) the date the
Participant terminates his service with the Employer.

       Notwithstanding the foregoing, the failure of a Participant and, if
applicable, the Participant's spouse, to consent to a distribution pursuant to
Section 6.5(d), shall be deemed to be an election to defer the commencement of
payment of any benefit sufficient to satisfy this Section.

6.8  DISTRIBUTION FOR MINOR BENEFICIARY

     In the event a distribution is to be made to a minor, then the
Administrator may direct that such distribution be paid to the legal guardian,
or if none, to a parent of such Beneficiary or a responsible adult with whom
the Beneficiary maintains his residence, or to the custodian for such
Beneficiary under the Uniform Gift to Minors Act or Gift to Minors Act, if
such is permitted by the laws of the state in which said Beneficiary resides. 
Such a payment to the legal guardian, custodian or parent of a minor
Beneficiary shall fully discharge the Trustee, Employer, and Plan from further
liability on account thereof.

6.9  LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

     In the event that all, or any portion, of the distribution payable to a
Participant or his Beneficiary hereunder shall, at the later of the
Participant's attainment of age 62 or his Normal Retirement Age, remain unpaid
solely by reason of the inability of the Administrator, after sending a
registered letter, return receipt requested, to the last known address, and
after further diligent effort, to ascertain the whereabouts of such
Participant or his Beneficiary, the amount so distributable shall be treated
as a Forfeiture pursuant to the Plan.  In the event a Participant or
Beneficiary is located subsequent to his benefit being reallocated, such
benefit shall be restored, first from Forfeitures, if any, and then from an
additional Employer contribution if necessary.

6.10 PRE-RETIREMENT DISTRIBUTION

     For Profit Sharing Plans and 401(k) Profit Sharing Plans, if elected in
the Adoption Agreement, at such time as a Participant shall have attained the
age specified in the Adoption Agreement, the Administrator, at the election of
the Participant, shall direct the distribution of up to the entire amount then
credited to the accounts maintained on behalf of the Participant.  However, no
such distribution from the Participant's Account shall occur prior to 100%
Vesting.  In the event that the Administrator makes such a distribution, the
Participant shall continue to be eligible
                                       45
to participate in the Plan on the same basis as any other Employee.  Any
distribution made pursuant to this Section shall be made in a manner
consistent with Section 6.5, including, but not limited to, all notice and
consent requirements of Code Sections 411(a)(11) and 417 and the Regulations
thereunder.

6.11 ADVANCE DISTRIBUTION FOR HARDSHIP

           (a) For Profit Sharing Plans, if elected in the Adoption Agreement, 
     the Administrator, at the election of the Participant, shall direct the   
     distribution to any Participant in any one Plan Year up to the lesser of  
     100% of his Participant's Combined Account valued as of the last          
     Anniversary Date or other valuation date or the amount necessary to       
     satisfy the immediate and heavy financial need of the Participant.  Any   
     distribution made pursuant to this Section shall be deemed to be made as  
     of the first day of the Plan Year or, if later, the valuation date        
     immediately preceding the date of distribution, and the account from      
     which the distribution is made shall be reduced accordingly.  Withdrawal  
     under this Section shall be authorized only if the distribution is on     
     account of:

           (1) Medical expenses described in Code Section 213(d) incurred by   
           the Participant, his spouse, or any of his dependents (as defined   
           in Code Section 152) or expenses necessary for these persons to     
           obtain medical care;

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

           (3) Funeral expenses for a member of the Participant's family;

           (4) Payment of tuition and related educational fees for the next 12 
           months of post-secondary education for the Participant, his spouse, 
           children, or dependents; or

           (5) The need to prevent the eviction of the Participant from his    
           principal residence or foreclosure on the mortgage of the           
           Participant's principal residence.

           (b) No such distribution shall be made from the Participant's       
     Account until such Account has become fully Vested.

           (c) Any distribution made pursuant to this Section shall be made in 
     a manner which is consistent with and satisfies the provisions of Section 
     6.5, including, but not limited to, all notice and consent requirements   
     of Code Sections 411(a)(11) and 417 and the Regulations thereunder.

6.12 LIMITATIONS ON BENEFITS AND DISTRIBUTIONS

     All rights and benefits, including elections, provided to a Participant
in this Plan shall be subject to the rights afforded to any "alternate payee"
under a "qualified domestic relations order."  Furthermore, a distribution to
an "alternate payee" shall be permitted if such distribution is authorized by
a "qualified domestic relations order," even if the affected Participant has
not reached the "earliest retirement age" under the Plan.  For the purposes of
this Section, "alternate payee," "qualified domestic relations order" and
"earliest retirement age" shall have the meaning set forth under Code Section
414(p).

6.13 SPECIAL RULE FOR NON-ANNUITY PLANS

     If elected in the Adoption Agreement, the following shall apply to a
Participant in a Profit Sharing Plan or 401(k) Profit Sharing Plan and to any
distribution, made on or after the first day of the first plan year beginning
after December 31, 1988, from or under a separate account attributable solely
to accumulated deductible employee contributions, as defined in Code Section
72(o)(5)(B), and maintained on behalf of a participant in a money purchase
pension plan, (including a target benefit plan):

                                       46
(a) The Participant shall be prohibited from electing benefits in   
     the form of a life annuity;

           (b) Upon the death of the Participant, the Participant's entire     
     Vested account balances will be paid to his or her surviving spouse, or,  
     if there is no surviving spouse or the surviving spouse has already       
     consented to waive his or her benefit, in accordance with Section 6.6, to 
     his designated Beneficiary;

           (c) Except to the extent otherwise provided in this Section and     
     Section 6.5(h), the other provisions of Sections 6.2, 6.5 and 6.6         
     regarding spousal consent and the forms of distributions shall be         
     inoperative with respect to this Plan.

           (d) If a distribution is one to which Sections 401(a)(11) and 417   
     of the Internal Revenue Code do not apply, such distribution may commence 
     less than 30 days after the notice required under Section 1.411(a)-11(c)  
     of the Income Tax Regulations is given, provided that:

           (1) the Plan Administrator clearly informs the Participant that the 
           Participant has a right to a period of at least 30 days after the   
           notice to consider the decision of whether or not to elect a        
           distribution (and, if applicable, a particular distribution         
           option), and

           (2) the Participant, after receiving the notice, affirmatively      
           elects a distribution.

     This Section shall not apply to any Participant if it is determined that
this Plan is a direct or indirect transferee of a defined benefit plan or
money purchase plan, or a target benefit plan, stock bonus or profit sharing
plan which would otherwise provide for a life annuity form of payment to the
Participant.
                                ARTICLE VII
                                  TRUSTEE

7.1  BASIC RESPONSIBILITIES OF THE TRUSTEE

     The Trustee shall have the following categories of responsibilities:

           (a) Consistent with the "funding policy and method" determined by   
     the Employer to invest, manage, and control the Plan assets subject,      
     however, to the direction of an Investment Manager if the Employer should 
     appoint such manager as to all or a portion of the assets of the Plan;

           (b) At the direction of the Administrator, to pay benefits required 
     under the Plan to be paid to Participants, or, in the event of their      
     death, to their Beneficiaries; 

           (c) To maintain records of receipts and disbursements and furnish   
     to the Employer and/or Administrator for each Plan Year a written annual  
     report per Section 7.7; and

           (d) If there shall be more than one Trustee, they shall act by a    
     majority of their number, but may authorize one or more of them to sign   
     papers on their behalf.

7.2  INVESTMENT POWERS AND DUTIES OF THE TRUSTEE

           (a) The Trustee shall invest and reinvest the Trust Fund to keep    
     the Trust Fund invested without distinction between principal and income  
     and in such securities or property, real or personal, wherever situated,  
     as the Trustee shall deem advisable, including, but not limited to,       
     stocks, common or preferred, bonds and other evidences of indebtedness or 
     ownership, and real estate or any interest therein.  The Trustee shall at 
     all times in making investments of the Trust Fund consider, among other   
     factors, the short and long-term financial needs of the Plan on the basis 
     of information furnished by the Employer.  In making

                                       47
such investments, the Trustee shall not be restricted to securities or    
     other property of the character expressly authorized by the applicable    
     law for trust investments; however, the Trustee shall give due regard to  
     any limitations imposed by the Code or the Act so that at all times this  
     Plan may qualify as a qualified Plan and Trust.

           (b) The Trustee may employ a bank or trust company pursuant to the  
     terms of its usual and customary bank agency agreement, under which the   
     duties of such bank or trust company shall be of a custodial, clerical    
     and record-keeping nature.

           (c) The Trustee may from time to time transfer to a common,         
     collective, or pooled trust fund maintained by any corporate Trustee      
     hereunder pursuant to Revenue Ruling 81-100, all or such part of the      
     Trust Fund as the Trustee may deem advisable, and such part or all of the 
     Trust Fund so transferred shall be subject to all the terms and           
     provisions of the common, collective, or pooled trust fund which          
     contemplate the commingling for investment purposes of such trust assets  
     with trust assets of other trusts.  The Trustee may withdraw from such    
     common, collective, or pooled trust fund all or such part of the Trust    
     Fund as the Trustee may deem advisable.

           (d) The Trustee, at the direction of the Administrator and pursuant 
     to instructions from the individual designated in the Adoption Agreement  
     for such purpose and subject to the conditions set forth in the Adoption  
     Agreement, shall ratably apply for, own, and pay all premiums on          
     Contracts on the lives of the Participants.  Any initial or additional    
     Contract purchased on behalf of a Participant shall have a face amount of 
     not less than $1,000, the amount set forth in the Adoption Agreement, or  
     the limitation of the Insurer, whichever is greater.  If a life insurance 
     Contract is to be purchased for a Participant, the aggregate premium for  
     ordinary life insurance for each Participant must be less than 50% of the 
     aggregate contributions and Forfeitures allocated to a Participant's      
     Combined Account.  For purposes of this limitation, ordinary life         
     insurance Contracts are Contracts with both non-decreasing death benefits 
     and non-increasing premiums.  If term insurance or universal life         
     insurance is purchased with such contributions, the aggregate premium     
     must be 25% or less of the aggregate contributions and Forfeitures        
     allocated to a Participant's Combined Account.  If both term insurance    
     and ordinary life insurance are purchased with such contributions, the    
     amount expended for term insurance plus one-half of the premium for       
     ordinary life insurance may not in the aggregate exceed 25% of the        
     aggregate Employer contributions and Forfeitures allocated to a           
     Participant's Combined Account.  The Trustee must distribute the          
     Contracts to the Participant or convert the entire value of the Contracts 
     at or before retirement into cash or  provide for a periodic income so    
     that no portion of such value may be used to continue life insurance      
     protection beyond retirement.  Notwithstanding the above, the limitations 
     imposed herein with respect to the purchase of life insurance shall not   
     apply, in the case of a Profit Sharing Plan, to the portion of a          
     Participant's Account that has accumulated for at least two (2) Plan      
     Years.

           Notwithstanding anything hereinabove to the contrary, amounts       
     credited to a Participant's Qualified Voluntary Employee Contribution     
     Account pursuant to Section 4.9, shall not be applied to the purchase of  
     life insurance contracts.

           (e) The Trustee will be the owner of any life insurance Contract    
     purchased under the terms of this Plan.  The Contract must provide that   
     the proceeds will be payable to the Trustee; however, the Trustee shall   
     be required to pay over all proceeds of the Contract to the Participant's 
     designated Beneficiary in accordance with the distribution provisions of  
     Article VI.  A Participant's spouse will be the designated Beneficiary    
     pursuant to Section 6.2, unless a qualified election has been made in     
     accordance with Sections 6.5 and 6.6 of the Plan, if applicable.  Under   
     no circumstances shall the Trust retain any part of the proceeds.         
     However, the Trustee shall not pay the proceeds in a method that would    
     violate the requirements of the Retirement Equity Act, as stated in       
     Article VI of the Plan, or Code Section 401(a)(9) and the Regulations     
     thereunder.
                                       48
7.3  OTHER POWERS OF THE TRUSTEE

     The Trustee, in addition to all powers and authorities under common law,
statutory authority, including the Act, and other provisions of this Plan,
shall have the following powers and authorities to be exercised in the
Trustee's sole discretion:

           (a) To purchase, or subscribe for, any securities or other property 
     and to retain the same.  In conjunction with the purchase of securities,  
     margin accounts may be opened and maintained;

           (b) To sell, exchange, convey, transfer, grant options to purchase, 
     or otherwise dispose of any securities or other property held by the      
     Trustee, by private contract or at public auction.  No person dealing     
     with the Trustee shall be bound to see to the application of the purchase 
     money or to inquire into the validity, expediency, or propriety of any    
     such sale or other disposition, with or without advertisement;

           (c) To vote upon any stocks, bonds, or other securities; to give    
     general or special proxies or powers of attorney with or without power of 
     substitution; to exercise any conversion privileges, subscription rights  
     or other options, and to make any payments incidental thereto; to oppose, 
     or to consent to, or otherwise participate in, corporate reorganizations  
     or other changes affecting corporate securities, and to delegate          
     discretionary powers, and to pay any assessments or charges in connection 
     therewith; and generally to exercise any of the powers of an owner with   
     respect to stocks, bonds, securities, or other property;

           (d) To cause any securities or other property to be registered in   
     the Trustee's own name or in the name of one or more of the Trustee's     
     nominees, and to hold any investments in bearer form, but the books and   
     records of the Trustee shall at all times show that all such investments  
     are part of the Trust Fund;

           (e) To borrow or raise money for the purposes of the Plan in such   
     amount, and upon such terms and conditions, as the Trustee shall deem     
     advisable; and for any sum so borrowed, to issue a promissory note as     
     Trustee, and to secure the repayment thereof by pledging all, or any      
     part, of the Trust Fund; and no person lending money to the Trustee shall 
     be bound to see to the application of the money lent or to inquire into   
     the validity, expediency, or propriety of any borrowing;

           (f) To keep such portion of the Trust Fund in cash or cash balances 
     as the Trustee may, from time to time, deem to be in the best interests   
     of the Plan, without liability for interest thereon;

           (g) To accept and retain for such time as it may deem advisable any 
    securities or other property received or acquired by it as Trustee         
    hereunder, whether or not such securities or other property would          
    normally be purchased as investments hereunder;

           (h) To make, execute, acknowledge, and deliver any and all          
     documents of transfer and conveyance and any and all other instruments    
     that may be necessary or appropriate to carry out the powers herein       
     granted;

           (i) To settle, compromise, or submit to arbitration any claims,     
     debts, or damages due or owing to or from the Plan, to commence or defend 
     suits or legal or administrative proceedings, and to represent the Plan   
     in all suits and legal and administrative proceedings;

           (j) To employ suitable agents and counsel and to pay their          
     reasonable expenses and compensation, and such agent or counsel may or    
     may not be agent or counsel for the Employer;

           (k) To apply for and procure from the Insurer as an investment of   
     the Trust Fund such annuity, or other Contracts (on the life of any       
     Participant) as the Administrator shall deem proper; to exercise, at any  
     time or from time to time, whatever rights and privileges may be granted  
     under such annuity, or other

                                       49
Contracts; to collect, receive, and settle for the proceeds of all such   
     annuity, or other Contracts as and when entitled to do so under the       
     provisions thereof;

           (l) To invest funds of the Trust in time deposits or savings        
     accounts bearing a reasonable rate of interest in the Trustee's bank;

           (m) To invest in Treasury Bills and other forms of United States    
     government obligations;

           (n) To sell, purchase and acquire put or call options if the        
     options are traded on and purchased through a national securities         
     exchange registered under the Securities Exchange Act of 1934, as         
     amended, or, if the options are not traded on a national securities       
     exchange, are guaranteed by a member firm of the New York Stock Exchange;

           (o) To deposit monies in federally insured savings accounts or      
     certificates of deposit in banks or savings and loan associations;

           (p) To pool all or any of the Trust Fund, from time to time, with   
     assets belonging to any other qualified employee pension benefit trust    
     created by the Employer or any Affiliated Employer, and to commingle such 
     assets and make joint or common investments and carry joint accounts on   
     behalf of this Plan and such other trust or trusts, allocating undivided  
     shares or interests in such investments or accounts or any pooled assets  
     of the two or more trusts in accordance with their respective interests;

           (q) To do all such acts and exercise all such rights and            
     privileges, although not specifically mentioned herein, as the Trustee    
     may deem necessary to carry out the purposes of the Plan.

           (r) Directed Investment Account.  The powers granted to the Trustee 
     shall be exercised in the sole fiduciary discretion of the Trustee.       
     However, if elected in the Adoption Agreement, each Participant may       
     direct the Trustee to separate and keep separate all or a portion of his  
     interest in the Plan; and further each Participant is authorized and      
     empowered, in his sole and absolute discretion, to give directions to the 
     Trustee in such form as the Trustee may require concerning the investment 
     of the Participant's Directed Investment Account, which directions must   
     be followed by the Trustee subject, however, to restrictions on payment   
     of life insurance premiums.  Neither the Trustee nor any other persons    
     including the Administrator or otherwise shall be under any duty to       
     question any such direction of the Participant or to review any           
     securities or other property, real or personal, or to make any            
     suggestions to the Participant in connection therewith, and the Trustee   
     shall comply as promptly as practicable with directions given by the      
     Participant hereunder.  Any such direction may be of a continuing nature  
     or otherwise and may be revoked by the Participant at any time in such    
     form as the Trustee may require.  The Trustee may refuse to comply with   
     any direction from the Participant in the event the Trustee, in its sole  
     and absolute discretion, deems such directions improper by virtue of      
     applicable law, and in such event, the Trustee shall not be responsible   
     or liable for any loss or expense which may result.  Any costs and        
     expenses related to compliance with the Participant's directions shall be 
     borne by the Participant's Directed Investment Account.

           Notwithstanding anything hereinabove to the contrary, the Trustee   
     shall not, at any time after December 31, 1981, invest any portion of a   
     Directed Investment Account in "collectibles" within the meaning of that  
     term as employed in Code Section 408(m).

7.4  LOANS TO PARTICIPANTS

           (a) If specified in the Adoption Agreement, the Trustee (or, if     
     loans are treated as Directed Investment pursuant to the Adoption         
     Agreement, the Administrator) may, in the Trustee's (or, if applicable,   
     the Administrator's) sole discretion, make loans to Participants or       
     Beneficiaries under the following circumstances:  (1) loans shall be made 
     available to all Participants and Beneficiaries on a reasonably

                                       50
equivalent basis; (2) loans shall not be made available to Highly         
     Compensated Employees in an amount greater than the amount made available 
     to other Participants; (3) loans shall bear a reasonable rate of          
     interest; (4) loans shall be adequately secured; and (5) shall provide    
     for periodic repayment over a reasonable period of time.

           (b) Loans shall not be made to any Shareholder-Employee or          
     Owner-Employee unless an exemption for such loan is obtained pursuant to  
     Act Section 408 and further provided that such loan would not be subject  
     to tax pursuant to Code Section 4975.

           (c) Loans shall not bc granted to any Participant that provide for  
     a repayment period extending beyond such Participant's Normal Retirement  
     Date.

           (d) Loans made pursuant to this Section (when added to the          
     outstanding balance of all other loans made by the Plan to the            
     Participant) shall be limited to the lesser of:

           (1) $50,000 reduced by the excess (if any) of the highest           
           outstanding balance of loans from the Plan to the Participant       
           during the one year period ending on the day before the date on     
           which such loan is made, over the outstanding balance of loans from 
           the Plan to the Participant on the date  on which such loan was     
           made, or

           (2) the greater of (A) one-half (1/2) of the present value of the   
           non-forfeitable accrued benefit of the Employee under the Plan, or  
           (B), if permitted pursuant to the Adoption Agreement, $10,000.

           For purposes of this limit, all plans of the Employer shall be      
     considered one plan. Additionally, with respect to any loan made prior to 
     January 1, 1987, the $50,000 limit specified in (1) above shall be        
     unreduced.

           (e) No Participant loan shall take into account the present value   
     of such Participant's Qualified Voluntary Employee Contribution Account.

           (f) Loans shall provide for level amortization with payments to be  
     made not less frequently than quarterly over a period not to exceed five  
     (5) years.  However, loans used to acquire any dwelling unit which,       
     within a reasonable time, is to be used (determined at the time the loan  
     is made) as a principal residence of the Participant shall provide for    
     periodic repayment over a reasonable period of time that may exceed five  
     (5) years.  Notwithstanding the foregoing, loans made prior to January 1, 
     1987 which are used to acquire, construct, reconstruct or substantially   
     rehabilitate any dwelling unit which, within a reasonable period of time  
     is to be used (determined at the time the loan is made) as a principal    
     residence of the Participant or a member of his family (within the        
     meaning of Code Section 267(c)(4)) may provide for periodic repayment     
     over a reasonable period of time that may exceed five (5) years.          
     Additionally, loans made prior to January 1, 1987, may provide for        
     periodic payments which are made less frequently than quarterly and which 
     do not necessarily result in level amortization.

           (g) An assignment or pledge of any portion of a Participant's       
     interest in the Plan and a loan, pledge, or assignment with respect to    
     any insurance Contract purchased under the Plan, shall be treated as a    
     loan under this Section.

           (h) Any loan made pursuant to this Section after August 18, 1985    
     where the Vested interest of the Participant is used to secure such loan  
     shall require the written consent of the Participant's spouse in a manner 
     consistent with Section 6.5(a) provided the spousal consent requirements  
     of such Section apply to the Plan.  Such written consent must be obtained 
     within the 90-day period prior to the date the loan is made.  Any         
     security interest held by the Plan by reason of an outstanding loan to    
     the Participant shall be taken into account in determining the amount of  
     the death benefit or Pre-Retirement Survivor Annuity. However, no

                                       51
spousal consent shall be required under this paragraph if the total       
     accrued benefit subject to the security is not in excess of $3,500.

           (i) With regard to any loans granted or renewed on or after the     
     last day of the first Plan Year beginning after December 31, 1988, a      
     Participant loan program shall be established which must include, but     
     need not be limited to, the following:

           (1) the identity of the person or positions authorized to           
           administer the Participant loan program;

           (2) a procedure for applying for loans;

           (3) the basis on which loans will be approved or denied;

           (4) limitations, if any, on the types and amounts of loans offered, 
           including what constitutes a hardship or financial need if selected 
           in the Adoption Agreement;

           (5) the procedure under the program for determining a reasonable    
           rate of interest;

           (6) the types of collateral which may secure a Participant loan;    
            and

           (7) the events constituting default and the steps that will be      
           taken to preserve plan assets.

           Such Participant loan program shall be contained in a separate      
     written document which, when properly executed, is hereby incorporated by 
     reference and made a part of this plan.  Furthermore, such Participant    
     loan program may be modified or amended in writing from time to time      
     without the necessity of amending this Section of the Plan.

7.5  DUTIES OF THE TRUSTEE REGARDING PAYMENTS

     At the direction of the Administrator, the Trustee shall, from time to
time, in accordance with the terms of the Plan, make payments out of the Trust
Fund.  The Trustee shall not be responsible in any way for the application of
such payments.

7.6  TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES

     The Trustee shall be paid such  reasonable compensation as set forth in
the Trustee's fee schedule (if the Trustee has such a schedule) or as agreed 
upon in writing by the Employer and the Trustee.  An individual serving as
Trustee who already receives full-time pay from the Employer shall not receive
compensation from this Plan.  In addition, the Trustee shall be reimbursed for
any reasonable expenses, including reasonable counsel fees incurred by it  as
Trustee.  Such compensation and expenses shall be paid from the Trust Fund
unless paid or advanced by the Employer.  All taxes of any kind and all kinds
whatsoever that may bc levied or assessed under existing or future laws upon,
or in respect of, the Trust Fund or the income thereof, shall be paid from the
Trust Fund.

7.7  ANNUAL REPORT OF THE TRUSTEE

     Within a reasonable period of time after the later of the Anniversary
Date or receipt of the Employer's contribution for each Plan Year, the
Trustee, or its agent, shall furnish to the Employer and Administrator a
written statement of account with respect to the Plan Year for which such
contribution was made setting forth:

           (a) the net income, or loss, of the Trust Fund;

           (b) the gains, or losses, realized by the Trust Fund upon sales or  
     other disposition of the assets;

                                       52
(c) the increase, or decrease, in the value of the Trust Fund;

           (d) all payments and distributions made from the Trust Fund; and

           (e) such further information as the Trustee and/or Administrator    
     deems appropriate. The Employer, forthwith upon its receipt of each such  
     statement of account, shall acknowledge receipt thereof in writing and    
     advise the Trustee and/or Administrator of its approval or disapproval    
     thereof.  Failure by the Employer to disapprove any such statement of     
     account within thirty (30) days after its receipt thereof shall be deemed 
     an approval thereof.  The approval by the Employer of any statement of    
     account shall be binding as to all matters embraced therein as between    
     the Employer and the Trustee to the same extent as if the account of the  
     Trustee had been settled by judgment or decree in an action for a         
     judicial settlement of its account in a court of competent jurisdiction   
     in which the Trustee, the Employer and all persons having or claiming an  
     interest in the Plan were parties; provided, however, that nothing herein 
     contained shall deprive the Trustee of its right to have its accounts     
     judicially settled if the Trustee so desires.

7.8  AUDIT

           (a) If an audit of the Plan's records shall be required by the Act  
     and the regulations thereunder for any Plan Year, the Administrator shall 
     direct the Trustee to engage on behalf of all Participants an independent 
     qualified public accountant for that purpose.  Such accountant shall,     
     after an audit of the books and records of the Plan in accordance with    
     generally accepted auditing standards, within a reasonable period after   
     the close of the Plan Year, furnish to the Administrator and the Trustee  
     a report of his audit setting forth his opinion as to whether any         
     statements, schedules or lists, that are required by Act Section 103 or   
     the Secretary of Labor to be filed with the Plan's annual report, are     
     presented fairly in conformity with generally accepted accounting         
     principles applied consistently.

           (b) All auditing and accounting fees shall be an expense of and     
     may, at the election of the Administrator, be paid from the Trust Fund.

           (c) If some or all of the information necessary to enable the       
     Administrator to comply with Act Section 103 is maintained by a bank,     
     insurance company, or similar institution, regulated and supervised and   
     subject to periodic examination by a state or federal agency, it shall    
     transmit and certify the accuracy of that information to the              
     Administrator as provided in Act Section 103(b) within one hundred twenty 
     (120) days after the end of the Plan Year or such other date as may be    
     prescribed under regulations of the Secretary of Labor.

7.9  RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE

           (a) The Trustee may resign at any time by delivering to the         
     Employer, at least thirty (30) days before its effective date, a written  
     notice of his resignation.

           (b) The Employer may remove the Trustee by mailing by registered or 
     certified mail, addressed to such Trustee at his last known address, at   
     least thirty (30) days before its effective date, a written notice of his 
     removal.

           (c) Upon the death, resignation, incapacity, or removal of any      
     Trustee, a successor may be appointed by the Employer; and such           
     successor, upon accepting such appointment in writing and delivering same 
     to the Employer, shall, without further act, become vested with all the   
     estate, rights, powers, discretions, and duties of his predecessor with   
     like respect as if he were originally named as a Trustee herein.  Until   
     such a successor is appointed, the remaining Trustee or Trustees shall    
     have full authority to act under the terms of the Plan.

                                       53
(d) The Employer may designate one or more successors prior to the  
     death, resignation, incapacity, or removal of a Trustee.  In the event a  
     successor is so designated by the Employer and accepts such designation,  
     the successor shall, without further act, become vested with all the      
     estate, rights, powers, discretions, and duties of his predecessor with   
     the like effect as if he were originally named as Trustee herein          
     immediately upon the death, resignation, incapacity, or removal of his    
     predecessor.

           (e) Whenever any Trustee hereunder ceases to serve as such, he      
     shall furnish to the Employer and Administrator a written statement of    
     account with respect to the portion of the Plan Year during which he      
     served as Trustee.  This statement shall be either (i) included as part   
     of the annual statement of account for the Plan Year required under       
     Section 7.7 or (ii) set forth in a special statement.  Any such special   
     statement of account should be rendered to the Employer no later than the 
     due date of the annual statement of account for the Plan Year.  The       
     procedures set forth in Section 7.7 for the approval by the Employer of   
     annual statements of account shall apply to any special statement of      
     account rendered hereunder and approval by the Employer of any such       
     special statement in the manner provided in Section 7.7 shall have the    
     same effect upon the statement as the Employer's approval of an annual    
     statement of account.  No successor to the Trustee shall have any duty or 
     responsibility to investigate the acts or transactions of any predecessor 
     who has rendered all statements of account required by Section 7.7 and    
     this subparagraph.

7.10 TRANSFER OF INTEREST

     Notwithstanding any other provision contained in this Plan, the Trustee
at the direction of the Administrator shall transfer the Vested interest, if
any, of such Participant in his account to another trust forming part of a
pension, profit sharing, or stock bonus plan maintained by such Participant's
new employer and represented by said employer in writing as meeting the
requirements of Code Section 401(a), provided that the trust to which such
transfers are made permits the transfer to be made.

           (a) Notwithstanding any provision of the plan to the contrary, with 
     respect to distributions made after December 31, 1992, a Participant      
     shall be permitted to elect to have any "eligible rollover distribution"  
     transferred directly to an "eligible retirement plan" specified by the    
     Participant.  The Plan provisions otherwise applicable to distributions   
     continue to apply to the direct transfer option.  The Participant shall,  
     in the time and manner prescribed by the Administrator, specify the       
     amount to be directly transferred and the "eligible retirement plan" to   
     receive the transfer.  Any portion of a distribution which is not         
     transferred shall be distributed to the Participant.

           (b) For purposes of this Section, the term "eligible rollover       
     distribution" means any distribution other than a distribution of         
     substantially equal periodic payments over the life or life expectancy of 
     the Participant (or joint life or joint life expectancies of the          
     Participant and the designated Beneficiary) or a distribution over a      
     period certain of ten years or more.  Amounts required to be distributed  
     under Code Section 401(a)(9) are not eligible rollover distributions.     
     The direct transfer option described in subsection (a) applies only to    
     eligible rollover distributions which would otherwise be includible in    
     gross income if not transferred.

           (c) For purposes of this Section, the term "eligible retirement     
     plan" means an individual retirement account as described in Code Section 
     408(a), an individual retirement annuity as described in Code Section     
     408(b), an annuity plan as described in Code Section 403(a), or a defined 
     contribution plan as described in Code Section 401(a) which is exempt     
     from tax under Code Section 501(a) and which accepts rollover             
     distributions.

           (d) The election described in subsection (a) also applies to the    
     surviving spouse after the Participant's death; however, distributions to 
     the surviving spouse may only be transferred to an individual retirement  
     account or individual retirement annuity. For purposes of subsection (a), 
     a spouse or former
                                       54
spouse who is the alternate payee under a qualified domestic relations    
     order as defined in Code Section 414(p) will be treated as the            
     Participant.

7.11 TRUSTEE INDEMNIFICATION

     The Employer agrees to indemnify and save harmless the Trustee against
any and all claims, losses, damages, expenses and liabilities the Trustee may
incur in the exercise and performance of the Trustee's powers and duties
hereunder, unless the same are determined to be due to gross negligence or
willful misconduct.

7.12 EMPLOYER SECURITIES AND REAL PROPERTY

     The Trustee shall be empowered to acquire and hold "qualifying Employer
securities" and "qualifying Employer real property," as those terms are
defined in the Act.  However, no more than 100%, in the case of a Profit
Sharing Plan or 401(k) Plan or 10%, in the case of a Money Purchase Plan of
the fair market value of all the assets in the Trust Fund may be invested in
"qualifying Employer securities" and "qualifying Employer real property."

                               ARTICLE VIII
                    AMENDMENT, TERMINATION, AND MERGERS

8.1  AMENDMENT

           (a) The Employer shall have the right at any time to amend this     
     Plan subject to the limitations of this Section.  However, any amendment  
     which affects the rights, duties or responsibilities of the Trustee and   
     Administrator may only be made with the Trustee's and Administrator's     
     written  consent.  Any such amendment shall become effective as provided  
     therein upon its execution.  The Trustee shall not be required to execute 
     any such amendment unless the amendment affects the duties of the Trustee 
     hereunder.

           (b) The Employer may (1) change the choice of options in the        
     Adoption Agreement (2) add overriding language in the Adoption Agreement  
     when such language is necessary to satisfy Code Sections 415 or 416       
     because of the required aggregation of multiple plans, and (3) 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 an individually designed plan.  An Employer that amends the    
     Plan for any other reason, including a waiver of the minimum funding      
     requirement under Code Section 412(d), will no longer participate in this 
     Regional Prototype Plan and will be considered to have an individually    
     designed plan.

           (c) The Employer expressly delegates authority to the sponsoring    
     organization of this Plan, the right to amend this Plan by submitting a   
     copy of the amendment to each Employer who has adopted this Plan after    
     first having received a ruling or favorable determination from the        
     Internal Revenue Service that the Plan as amended qualifies under Code    
     Section 401(a) and the Act.

           (d) No amendment to the Plan shall be effective if it authorizes or 
     permits any part of the Trust Fund (other than such part as is required   
     to pay taxes and administration expenses) to be used for or diverted to   
     any purpose other than for the exclusive benefit of the Participants or   
     their Beneficiaries or estates; or causes any reduction in the amount     
     credited to the account of any Participant; or causes or permits any      
     portion of the Trust Fund to revert to or become property of the          
     Employer.

           (e) Except as permitted by Regulations (including Regulation 1.411  
     (d)-4), no Plan amendment or transaction having the effect of a Plan      
     amendment (such as a merger, plan transfer or similar transaction) shall  
     be effective if it eliminates or reduces any "Section 411(d)(6) protected 
     benefit" or adds or modifies conditions relating to "Section 411(d)(6)    
     protected benefits" the result of which is a further restriction on such  
     benefit unless such protected benefits are preserved with respect to      
     benefits accrued as of the later of the adoption date or effective date   
     of the amendment.  "Section 411(d)(6) protected benefits" are benefits
                                       55
described in Code Section 411(d)(6)(A), early retirement benefits and     
     retirement-type subsidies, and optional forms of benefit.

8.2  TERMINATION

           (a) The Employer shall have the right at any time to terminate the  
     Plan by delivering to the Trustee and Administrator written notice of     
     such termination. Upon any full or partial termination all amounts        
     credited to the affected Participants' Combined Accounts shall become     
     100% Vested and shall not thereafter be subject to forfeiture, and all    
     unallocated amounts shall be allocated to the accounts of all             
     Participants in accordance with the provisions hereof.

           (b) Upon the full termination of the Plan, the Employer shall       
     direct the distribution of the assets to Participants in a manner which   
     is consistent with and satisfies the provisions of Section 6.5.           
     Distributions to a Participant shall be made in cash (or in property if   
     permitted in the  Adoption Agreement) or through the purchase of          
     irrevocable nontransferable deferred commitments from the Insurer.        
     Except as permitted by Regulations, the termination of the Plan shall not 
     result in the reduction of "Section 411(d)(6) protected benefits" as      
     described in Section 8.1.

8.3  MERGER OR CONSOLIDATION

     This Plan may be merged or consolidated with, or its assets and/or
liabilities may be transferred to any other plan only if the benefits which
would be received by a Participant of this Plan, in the event of a termination
of the plan immediately after such transfer, merger or consolidation, are at
least equal to the benefits the Participant would have received if the Plan
had terminated immediately before the transfer, merger or consolidation and
such merger or consolidation does not otherwise result in the elimination or
reduction of any "Section 411(d)(6) protected benefits" as described in
Section 8.1(e).

                                ARTICLE IX
                               MISCELLANEOUS

9.1  EMPLOYER ADOPTIONS

           (a) Any organization may become the Employer hereunder by executing 
     the Adoption Agreement in form satisfactory to the Trustee, and it shall  
     provide such additional information as the Trustee may require.  The      
     consent of the Trustee to act as such shall bc signified by its execution 
     of the Adoption Agreement.

           (b) Except as otherwise provided in this Plan, the affiliation of   
     the Employer and the participation of its Participants shall be separate  
     and apart from that of any other employer and its participants hereunder.

9.2  PARTICIPANT'S RIGHTS

     This Plan shall not be deemed to constitute a contract between the
Employer and any Participant or to be a consideration or an inducement for the
employment of any Participant or Employee.  Nothing contained in this Plan
shall be deemed to give any Participant or Employee the right to be retained
in the service of the Employer or to interfere with the right of the Employer
to discharge any Participant or Employee at any time regardless of the effect
which such discharge shall have upon him as a Participant of this Plan.

9.3  ALIENATION

           (a) Subject to the exceptions provided below, no benefit which      
     shall be payable to any person (including a Participant or his            
     Beneficiary) shall be subject in any manner to anticipation, alienation,  
     sale,

                                       56
transfer, assignment, pledge, encumbrance, or charge, and any             
     attempt to anticipate, alienate, sell, transfer, assign, pledge,          
     encumber, or charge the same shall be void; and no such benefit shall in  
     any manner be liable for, or subject to, the debts, contracts,            
     liabilities, engagements, or torts of any such person, nor shall it be    
     subject to attachment or legal process for or against such person, and    
     the same shall not be recognized except to such extent as may be          
     required by law.

           (b) This provision shall not apply to the extent a Participant or   
     Beneficiary is indebted to the Plan, for any reason, under any provision  
     of this Plan.  At the time a distribution is to be made to or for a       
     Participant's or Beneficiary's benefit, such proportion of the amount to  
     be distributed as shall equal such indebtedness shall be paid to the      
     Plan, to apply against or discharge such indebtedness.  Prior to making a 
     payment, however, the Participant or Beneficiary must be given written    
     notice by the Administrator that such indebtedness is to be so paid in    
     whole or part from his Participant's Combined Account.  If the            
     Participant or Beneficiary does not agree that the indebtedness is a      
     valid claim against his Vested Participant's Combined Account, he shall   
     be entitled to a review of the validity of the claim in accordance with   
     procedures provided in Sections 2.12 and 2.13.

           (c) This provision shall not apply to a "qualified domestic         
     relations order" defined in Code Section 414(p), and those other domestic 
     relations orders permitted to be so treated by the Administrator under    
     the provisions of the Retirement Equity Act of 1984.  The Administrator   
     shall establish a written procedure to determine the qualified status of  
     domestic relations orders and to administer distributions under such      
     qualified orders.  Further, to the extent provided under a "qualified     
     domestic relations order," a former spouse of a Participant shall be      
     treated as the spouse or surviving spouse for all purposes under the      
     Plan.

9.4  CONSTRUCTION OF PLAN

     This Plan and Trust shall be construed and enforced according to the Act
and the laws of the State or Commonwealth in which the Employer's principal
office is located, other than its laws respecting choice of law, to the extent
not pre-empted by the Act.

9.5  GENDER AND NUMBER

     Wherever any words are used herein in the masculine, feminine or neuter
gender, they shall be construed as though they were also used in another
gender in all cases where they would so apply, and whenever any words are used
herein in the singular or plural form, they shall be construed as though they
were also used in the other form in all cases where they would so apply.

9.6  LEGAL ACTION

     In the event any claim, suit, or proceeding is brought regarding the
Trust and/or Plan established hereunder to which the Trustee or the
Administrator may be a party, and such claim, suit, or proceeding is resolved
in favor of the Trustee or Administrator, they shall be entitled to be
reimbursed from the Trust Fund for any and all costs, attorney's fees, and
other expenses pertaining thereto incurred by them for which they shall have
become liable.

9.7  PROHIBITION AGAINST DIVERSION OF FUNDS

           (a) Except as provided below and otherwise specifically permitted   
     by law, it shall be impossible by operation of the Plan or of the Trust,  
     by termination of either, by power of revocation or amendment, by the     
     happening of any contingency, by collateral arrangement or by any other   
     means, for any part of the corpus or income of any Trust Fund maintained  
     pursuant to the Plan or any funds contributed thereto to be used for, or  
     diverted to, purposes other than the exclusive benefit of Participants,   
     Retired Participants, or their Beneficiaries.

                                       57
(b) In the event the Employer shall make a contribution under a     
     mistake of fact pursuant to Section 403(c)(2)(A) of the Act, the Employer 
     may demand repayment of such contribution at any time within one (l) year 
     following the time of payment and the Trustees shall return such amount   
     to the Employer within the one (1) year period.  Earnings of the Plan     
     attributable to the contributions may not be returned to the Employer but 
     any losses attributable thereto must reduce the amount so returned.

9.8  BONDING

     Every Fiduciary, except a bank or an insurance company, unless exempted
by the Act and regulations thereunder, shall be bonded in an amount not less
than 10% of the amount of the funds such Fiduciary handles; provided, however,
that the minimum bond shall be $1,000 and the maximum bond, $500,000.  The
amount of funds handled shall be determined at the beginning of each Plan Year
by the amount of funds handled by such person, group, or class to be covered
and their predecessors, if any, during the preceding Plan Year, or if there is
no preceding Plan Year, then by the amount of the funds to be handled during
the then current year.  The bond shall provide protection to the Plan against
any loss by reason of acts of fraud or dishonesty by the Fiduciary alone or in
connivance with others.  The surety shall be a corporate surety company (as
such term is used in Act Section 412(a)(2)), and the bond shall be in a form
approved by the Secretary of Labor.  Notwithstanding anything in the Plan to
the contrary, the cost of such bonds shall be an expense of and may, at the
election of the Administrator, be paid from the Trust Fund or by the Employer.

9.9  EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

     Neither the Employer nor the Trustee, nor their successors, shall be
responsible for the validity of any Contract issued hereunder or for the
failure on the part of the Insurer to make payments provided by any such
Contract, or for the action of any person which may delay payment or render a
Contract null and void or unenforceable in whole or in part.

9.10 INSURER'S PROTECTIVE CLAUSE

     The Insurer who shall issue Contracts hereunder shall not have any
responsibility for the validity of this Plan or for the tax or legal aspects
of this Plan.  The Insurer shall be protected and held harmless in acting in
accordance with any written direction of the Trustee, and shall have no duty
to see to the application of any funds paid to the Trustee, nor be required to
question any actions directed by the Trustee.  Regardless of any provision of
this Plan, the Insurer shall not be required to take or permit any action or
allow any benefit or privilege contrary to the terms of any Contract which it
issues hereunder, or the rules of the Insurer.

9.11 RECEIPT AND RELEASE FOR PAYMENTS

     Any payment to any Participant, his legal representative, Beneficiary, or
to any guardian or committee appointed for such Participant or Beneficiary in
accordance with the provisions of this Plan, shall, to the extent thereof, be
in full satisfaction of all claims hereunder against the Trustee and the
Employer.

9.12 ACTION BY THE EMPLOYER

     Whenever the Employer under the terms of the Plan is permitted or
required to do or perform any act or matter or thing, it shall be done and
performed by a person duly authorized by its legally constituted authority.

9.13 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

     The "named Fiduciaries" of this Plan are (l) the Employer, (2) the
Administrator, (3) the Trustee, and (4) any Investment Manager appointed
hereunder.  The named Fiduciaries shall have only those specific powers,
duties, responsibilities, and obligations as are specifically given them under
the Plan.  In general, the Employer shall have

                                       58
the sole responsibility for making the contributions provided for under
Section 4.1; and shall have the sole authority to appoint and remove the
Trustee and the Administrator; to formulate the Plan's "funding policy and
method"; and to amend the elective provisions of the Adoption Agreement or
terminate, in whole or in part, the Plan.  The Administrator shall have the
sole responsibility for the administration of the Plan, which responsibility
is specifically described in the Plan.  The Trustee shall have the sole
responsibility of management of the assets held under the Trust, except those
assets, the management of which has been assigned to an Investment Manager,
who shall be solely responsible for the management of the assets assigned to
it, all as specifically provided in the Plan.  Each named Fiduciary warrants
that any directions given, information furnished, or action taken by it shall
be in accordance with the provisions of the Plan, authorizing or providing for
such direction, information or action.  Furthermore, each named Fiduciary may
rely upon any such direction, information or action of another named Fiduciary
as being proper under the Plan, and is not required under the Plan to inquire
into the propriety of any such direction, information or action.  It is
intended under the Plan that each named Fiduciary shall be responsible for the
proper exercise of its own powers, duties, responsibilities and obligations
under the Plan.  No named Fiduciary shall guarantee the Trust Fund in any
manner against investment loss or depreciation in asset value. Any person or
group may serve in more than one fiduciary capacity.

9.14 HEADINGS

     The headings and subheadings of this Plan have been inserted for
convenience of reference and are to be ignored in any construction of the
provisions hereof.

9.15 APPROVAL BY INTERNAL REVENUE SERVICE

           (a) Notwithstanding anything herein to the contrary, if, pursuant   
     to a timely application filed by or in behalf of the Plan, the            
     Commissioner of Internal Revenue Service or his delegate should determine 
     that the Plan does not initially qualify as a tax-exempt plan under Code  
     Sections 401 and 501, and such determination is not contested, or if      
     contested, is finally upheld, then if the Plan is a new plan, it shall be 
     void ab initio and all amounts contributed to the Plan, by the Employer,  
     less expenses paid, shall be returned within one year and the Plan shall  
     terminate, and the Trustee shall be discharged from all further           
     obligations.  If the disqualification relates to an amended plan, then    
     the Plan shall operate as if it had not been amended and restated.

           (b) Except as specifically stated in the Plan, any contribution by  
     the Employer to the Trust Fund is conditioned upon the deductibility of   
     the contribution by the Employer under the Code and, to the extent any    
     such deduction is disallowed, the Employer may within one (l) year        
     following a final determination of the disallowance, whether by agreement 
     with the Internal Revenue Service or by final decision of a court of      
     competent jurisdiction, demand repayment of such disallowed contribution  
     and the Trustee shall return such contribution within one (1) year        
     following the disallowance.  Earnings of the Plan attributable to the     
     excess contribution may not be returned to the Employer, but any losses   
     attributable thereto must reduce the amount so returned.

9.16 UNIFORMITY

     All provisions of this Plan shall be interpreted and applied in a
uniform, nondiscriminatory manner.

9.17 PAYMENT OF BENEFITS

     Benefits under this Plan shall be paid, subject to Section 6.10 and
Section 6.11 only upon death, Total and Permanent Disability, normal or early
retirement, termination of employment, or upon Plan Termination.

                                       59
ARTICLE X
                          PARTICIPATING EMPLOYERS

10.1 ELECTION TO BECOME A PARTICIPATING EMPLOYER

     Notwithstanding anything herein to the contrary, with the consent of the
Employer and Trustee, any Affiliated Employer may adopt this Plan and all of
the provisions hereof, and participate herein and be known as a Participating
Employer, by a properly executed document evidencing said intent and will of
such Participating Employer.

10.2 REQUIREMENTS OF PARTICIPATING EMPLOYERS

           (a) Each Participating Employer shall be required to select the     
     same Adoption Agreement provisions as those selected by the Employer      
     other than the Plan Year, the Fiscal Year, and such other items that      
     must, by necessity, vary among employers.

           (b) Each such Participating Employer shall be required to use the   
     same Trustee as provided in the Plan.

           (c) The Trustee may, but shall not be required to, commingle, hold  
     and invest as one Trust Fund all contributions made by Participating      
     Employers, as well as all increments thereof.

           (d) The transfer of any Participant from or to an Employer          
     participating in this Plan, whether he be an Employee of the Employer or  
     a Participating Employer, shall not affect such Participant's rights      
     under the Plan, and all amounts credited to such Participant's Combined   
     Account as well as his accumulated service time with the transferor or    
     predecessor, and his length of participation in the Plan, shall continue  
     to his credit.

           (e) Any expenses of the Plan which are to be paid by the Employer   
     or borne by the Trust Fund shall be paid by each Participating Employer   
     in the same proportion that the total amount standing to the credit of    
     all Participants employed by such Employer bears to the total standing to 
     the credit of all Participants.

10.3 DESIGNATION OF AGENT

     Each Participating Employer shall be deemed to be a part of this Plan;
provided, however, that with respect to all of its relations with the Trustee
and Administrator for the purpose of this Plan, each Participating Employer
shall be deemed to have designated irrevocably the Employer as its agent. 
Unless the context of the Plan clearly indicates the contrary, the word
"Employer" shall be deemed to include each Participating Employer as related
to its adoption of the Plan.

10.4 EMPLOYEE TRANSFERS

     It is anticipated that an Employee may be transferred between
Participating Employers, and in the event of any such transfer, the Employee
involved shall carry with him his accumulated service and eligibility.  No
such transfer shall effect a termination of employment hereunder, and the
Participating Employer to which the Employee is transferred shall thereupon
become obligated hereunder with respect to such Employee in the same manner as
was the Participating Employer from whom the Employee was transferred.

                                       60
10.5 PARTICIPATING EMPLOYER'S CONTRIBUTION AND FORFEITURES

     Any contribution or Forfeiture subject to allocation during each Plan
Year shall be allocated among all Participants of all Participating Employers
in accordance with the provisions of this Plan.  On the basis of the
information furnished by the Administrator, the Trustee shall keep separate
books and records concerning the affairs of each Participating Employer
hereunder and as to the accounts and credits of the Employees of each
Participating Employer.  The Trustee may, but need not, register Contracts so
as to evidence that a particular Participating Employer is the interested
Employer hereunder, but in the event of an Employee transfer from one
Participating Employer to another, the employing Employer shall immediately
notify the Trustee thereof. 

10.6 AMENDMENT

     Amendment of this Plan by the Employer at any time when there shall be a
Participating Employer hereunder shall only be by the written action of each
and every Participating of the Trustee where such consent is necessary in
accordance with the terms of this Plan.

10.7 DISCONTINUANCE OF PARTICIPATION

     Except in the case of a Standardized Plan, any Participating Employer
shall be permitted to discontinue or revoke its participation in the Plan at
any time.  At the time of any such discontinuance or revocation, satisfactory
evidence thereof and of any applicable conditions imposed shall be delivered
to the Trustee.  The Trustee shall thereafter transfer, deliver and assign
Contracts and other Trust Fund assets allocable to the Participants of such
Participating Employer to such new Trustee as shall have been designated by
such Participating Employer, in the event that it has established a separate
pension plan for its Employees provided, however, that no such transfer shall
be made if the result is the elimination or reduction of any "Section
411(d)(6) protected benefits" in accordance with Section 8.1(e).  If no
successor is designated, the Trustee shall retain such assets for the
Employees of said Participating Employer pursuant to the provisions of Article
VII hereof.  In no such event shall any part of the corpus or income of the
Trust Fund as it relates to such Participating Employer be used for or
diverted for purposes other than for the exclusive benefit of the Employees of
such Participating Employer.

10.8 ADMINISTRATOR'S AUTHORITY

     The Administrator shall have authority to make any and all necessary
rules or regulations, binding upon all Participating Employers and all
Participants, to effectuate the purpose of this Article.

10.9 PARTICIPATING EMPLOYER CONTRIBUTION FOR AFFILIATE

     If any Participating Employer is prevented in whole or in part from
making a contribution which it would otherwise have made under the Plan by
reason of having no current or accumulated earnings or profits, or because
such earnings or profits are less than the contribution which it would
otherwise have made, then, pursuant to Code Section 404(a)(3)(B), so much of
the contribution which such Participating Employer was so prevented from
making may be made, for the benefit of the participating employees of such
Participating Employer, by other Participating Employers who are members of
the same affiliated group within the meaning of Code Section 1504 to the
extent of their current or accumulated earnings or profits, except that such
contribution by each such other Participating Employer shall be limited to the
proportion of its total current and accumulated earnings or profits remaining
after adjustment for its contribution to the Plan made without regard to this
paragraph which the total prevented contribution bears to the total current
and accumulated earnings or profits of all the Participating Employers
remaining after adjustment for all contributions made to the Plan without
regard to this paragraph.

     A Participating Employer on behalf of whose employees a contribution is
made under this paragraph shall not be required to reimburse the contributing
Participating Employers.

                                       61
ARTICLE XI
                        CASH OR DEFERRED PROVISIONS

     Notwithstanding any provisions in the Plan to the contrary, the
provisions of this Article shall apply with respect to any 401(k) Profit
Sharing Plan.

     Notwithstanding anything in this Article to the contrary, effective as of
the Plan Year in which this amendment becomes effective, the Actual Deferral
Percentage Test and the Actual Contribution Percentage Test shall be applied
(and adjusted) by applying the Family Member aggregation rules of Code Section
414(q)(6).

11.1 FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION

     For each Plan Year, the Employer shall contribute to the Plan:

           (a) The amount of the total salary reduction elections of all       
     Participants made pursuant to Section 11.2(a), which amount shall be      
     deemed an Employer's Elective Contribution, plus

           (b) If specified in E3 of the Adoption Agreement, a matching        
     contribution equal to the percentage specified in the Adoption Agreement  
     of the Deferred Compensation of each Participant eligible to share in the 
     allocations of the matching contribution, which amount shall be deemed an 
     Employer's Non-Elective or Elective Contribution as selected in the       
     Adoption Agreement, plus

           (c) If specified in E4 of the Adoption Agreement, a discretionary   
     amount, if any, which shall be deemed an Employer's Non-Elective          
     Contribution, plus

           (d) If specified in E5 of the Adoption Agreement, a Qualified       
     Non-Elective Contribution.

           (e) Notwithstanding the foregoing, however, the Employer's          
     contributions for any Fiscal Year shall not exceed the maximum amount     
     allowable as a deduction to the Employer under the provisions of Code     
     Section 404.  All contributions by the Employer shall be made in cash or  
     in such property as is acceptable to the Trustee.

           (f) Except, however, to the extent necessary to provide the top     
     heavy minimum allocations, the Employer shall make a contribution even if 
     it exceeds current or accumulated Net Profit or the amount which is       
     deductible under Code Section 404.

           (g) Employer Elective Contributions accumulated through payroll     
     deductions shall be paid to the Trustee as of the earliest date on which  
     such contributions can reasonably be segregated from the Employer's       
     general assets, but in any event within ninety (90) days from the date on 
     which such amounts would otherwise have been payable to the Participant   
     in cash.  The provisions of Department of Labor regulations 2510.3-102    
     are incorporated herein by reference.  Furthermore, any additional        
     Employer contributions which are allocable to the Participant's Elective  
     Account for a Plan Year shall be paid to the Plan no later than the       
     twelve-month period immediately following the close of such Plan Year.

11.2 PARTICIPANT'S SALARY REDUCTION ELECTION

           (a) If selected in the Adoption Agreement, each Participant may     
     elect to defer his Compensation which would have been received in the     
     Plan Year, but for the deferral election, subject to the limitations of   
     this Section and the Adoption Agreement.  A deferral election (or         
     modification of an earlier election) may not be made with respect to      
     Compensation which is currently available on or before the date the       
     Participant executed such election, or if later, the latest of the date   
     the Employer adopts this cash or deferred

                                       62
arrangement, or the date such arrangement first became effective.  Any    
     elections made pursuant to this Section shall become effective as soon as 
     is administratively feasible.

           Additionally, if elected in the Adoption Agreement, each            
     Participant may elect to defer and have allocated for a Plan Year all or  
     a portion of any cash bonus attributable to services performed by the     
     Participant for the Employer during such Plan Year and which would have   
     been received by the Participant on or before two and one-half months     
     following the end of the Plan Year but for the deferral.  A deferral      
     election may not be made with respect to cash bonuses which are currently 
     available on or before the date the Participant executed such election.   
     Notwithstanding the foregoing, cash bonuses attributable to services      
     performed by the Participant during a Plan Year but which are to be paid  
     to the Participant later than two and one-half months after the close of  
     such Plan Year will be subjected to whatever deferral election is in      
     effect at the time such cash bonus would have otherwise been received.

           The amount by which Compensation and/or cash bonuses are reduced    
     shall be that Participant's Deferred Compensation and be treated as an    
     Employer Elective Contribution and allocated to that Participant's        
     Elective Account.

           Once made, a Participant's election to reduce Compensation shall    
     remain in effect until modified or terminated.  Modifications may be made 
     as specified in the Adoption Agreement, and terminations may be made at   
     any time.  Any modification or termination of an election will become     
     effective as soon as is administratively feasible.

           (b) The balance in each Participant's Elective Account shall be     
     fully Vested at all times and shall not be subject to Forfeiture for any  
     reason.

           (c) Amounts held in the Participant's Elective Account and          
     Qualified Non-Elective Account may be distributable as permitted under    
     the Plan, but in no event prior to the earlier of:

           (1) a Participant's termination of employment, Total and Permanent  
           Disability, or death;

           (2) a Participant's attainment of age 59 1/2;

           (3) the proven financial hardship of a Participant, subject to the  
           limitations of Section 11.8;

           (4) the termination of the Plan without the existence at the time   
           of Plan termination of another defined contribution plan (other     
           than an employee stock ownership plan as defined in Code Section    
           4975(e)(7)) or the establishment of a successor defined             
           contribution plan (other than an employee stock ownership plan as   
           defined in Code Section 4975(e)(7)) by the Employer or an           
           Affiliated Employer within the period ending twelve months after    
           distribution of all assets from the Plan maintained by the          
           Employer;

           (5) the date of the sale by the Employer to an entity that is not   
           an Affiliated Employer of substantially all of the assets (within   
           the meaning of Code Section 409(d)(2)) with respect to a            
           Participant who continues employment with the corporation acquiring 
           such assets; or

           (6) the date of the sale by the Employer or an Affiliated Employer  
           of its interest in a subsidiary (within the meaning of Code Section 
           409(d)(3)) to an entity that is not an Affiliated Employer with     
           respect to a Participant who continues employment with such         
           subsidiary.

           (d) In any Plan Year beginning after December 31, 1986, a           
     Participant's Deferred Compensation made under this Plan and all other    
     plans, contracts or arrangements of the Employer maintaining this Plan    
     shall not exceed the limitation imposed by Code Section 402(g), as in     
     effect for the calendar year in which
                                       63
such Plan Year began.  If such dollar limitation is exceeded solely from  
     elective deferrals made under this Plan or any other Plan maintained by   
     the Employer, a Participant will be deemed to have notified the           
     Administrator of such excess amount which shall be distributed in a       
     manner consistent with Section 11.2(f).  This dollar limitation shall be  
     adjusted annually pursuant to the method provided in Code Section 415(d)  
     in accordance with Regulations.

           (e) In the event a Participant has received a hardship distribution 
     pursuant to Regulation 1.401(k)-l(d)(2)(iii)(B) from any other plan       
     maintained by the Employer or from his Participant's Elective Account     
     pursuant to Section 11.8, then such Participant shall not be permitted to 
     elect to have Deferred Compensation contributed to the Plan on his behalf 
     for a period of twelve (12) months following the receipt of the           
     distribution.  Furthermore, the dollar limitation under Code Section      
     402(g) shall be reduced, with respect to the Participant's taxable year   
     following the taxable year in which the hardship distribution was made,   
     by the amount of such Participant's Deferred Compensation, if any, made   
     pursuant to this Plan (and any other plan maintained by the Employer) for 
     the taxable year of the hardship distribution.

           (f) If a Participant's Deferred Compensation under this Plan        
     together with any elective deferrals (as defined in Regulation            
     1.402(g)-1(b)) under another qualified cash or deferred arrangement (as   
     defined in Code Section 401(k)), a simplified employee pension (as        
     defined in Code Section 408(k)), a salary reduction arrangement (within   
     the meaning of Code Section 3121(a)(5)(D)), a deferred compensation plan  
     under Code Section 457, or a trust described in Code Section 501(c)(18)   
     cumulatively exceed the limitation imposed by Code Section 402(g) (as     
     adjusted annually in accordance with the method provided in Code Section  
     415(d) pursuant to Regulations) for such Participant's taxable year, the  
     Participant may, not later than March 1st following the close of his      
     taxable year, notify the Administrator in writing of such excess and      
     request that his Deferred Compensation under this Plan be reduced by an   
     amount specified by the Participant.  In such event, the Administrator    
     shall direct the Trustee to distribute such excess amount (and any Income 
     allocable to such excess amount) to the Participant not later than the    
     first April 15th following the close of the Participant's taxable year.   
   Distributions in accordance with this paragraph may be made for any         
   taxable year of the Participant which begins after December 31, 1986.       
   Any distribution of less than the entire amount of Excess Deferred          
   Compensation and Income shall be treated as a pro rata distribution of      
   Excess Deferred Compensation and Income.  The amount distributed shall      
   not exceed the Participant's Deferred Compensation under the Plan for the   
   taxable year.  Any distribution on or before the last day of the            
   Participant's taxable year must satisfy each of the following conditions:

           (1) the Participant shall designate the distribution as Excess      
           Deferred Compensation;

           (2) the distribution must be made after the date on which the Plan  
           received the Excess Deferred Compensation; and

           (3) the Plan must designate the distribution as a distribution of   
           Excess Deferred Compensation.

           Any distribution under this Section shall be made first from        
     unmatched Deferred Compensation and, thereafter, simultaneously from      
     Deferred Compensation which is matched and matching contributions which   
     relate to such Deferred Compensation.  However, any such matching         
     contributions which are not Vested shall be forfeited in lieu of being    
     distributed.

           For the purpose of this Section, "Income" means the amount of       
     income or loss allocable to a Participant's Excess Deferred Compensation  
     and shall be equal to the sum of the allocable gain or loss for the       
     taxable year of the Participant and the allocable gain or loss for the    
     period between the end of the taxable year of the Participant and the     
     date of distribution ("gap period").  The income or loss allocable to     
     each such period is calculated separately and is determined by            
     multiplying the income or loss allocable to the Participant's Deferred    
     Compensation for the respective period by a fraction.  The numerator of   
     the fraction is the Participant's Excess Deferred Compensation for the    
     taxable year of the Participant.  The

                                       64
denominator is the balance, as of the last day of the respective period,  
     of the Participant's Elective Account that is attributable to the         
     Participant's Deferred Compensation reduced by the gain allocable to such 
     total amount for the respective period and increased by the loss          
     allocable to such total amount for the respective period.

           In lieu of the "fractional method" described above, a "safe harbor  
     method" may be used to calculate the allocable income or loss for the     
     "gap period."  Under such "safe harbor method," allocable income or loss  
     for the "gap period" shall be deemed to equal ten percent (10%) of the    
     income or loss allocable to a Participant's Excess Deferred Compensation  
     for the taxable year of the Participant multiplied by the number of       
     calendar months in the "gap period."  For purposes of determining the     
     number of calendar months in the  "gap period," a distribution occurring  
     on or before the fifteenth day of the month shall be treated as having    
     been made on the last day of the preceding month and a distribution       
     occurring after such fifteenth day shall be treated as having been made   
     on the first day of the next subsequent month.

           Income or loss allocable to any distribution of Excess Deferred     
     Compensation on or before the last day of the taxable year of the         
     Participant shall be calculated from the first day of the taxable year of 
     the Participant to the date on which the distribution is made pursuant to 
     either the "fractional method" or the "safe harbor method."

           Notwithstanding the above, for any distribution under this Section  
     which is made after August 15, 1991, such distribution shall not include  
     any income for the "gap period".  Further provided, for any distribution  
     under this Section which is made after August 15, 1991, the amount of     
     Income may be computed using a reasonable method that is consistent with  
     Section 4.3(c), provided such method is used consistently for all         
     Participants and for all such distributions for the Plan Year.

           Notwithstanding the above, for the 1987 calendar year, Income       
     during the "gap period" shall not be taken into account.

           (g) Notwithstanding the above, a Participant's Excess Deferred      
     Compensation shall be reduced, but not below zero, by any distribution    
     and/or recharacterization of Excess Contributions pursuant to Section     
     11.5(a) for the Plan Year beginning with or within the taxable year of    
     the Participant.

           (h) At Normal Retirement Date, or such other date when the          
     Participant shall be entitled to receive benefits, the fair market value  
     of the Participant's Elective Account shall be used to provide benefits   
     to the Participant or his Beneficiary.

           (i) Employer Elective Contributions made pursuant to this Section   
     may be segregated into a separate account for each Participant in a       
     federally insured savings account, certificate of deposit in a bank or    
     savings and loan association, money market certificate or other short-    
     term debt security acceptable to the Trustee until such time as the       
     allocations pursuant to Section 11.3 have been made.

           (j) The Employer and the Administrator shall adopt a procedure      
     necessary to implement the salary reduction elections provided for        
     herein.

11.3 ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNING

           (a) The Administrator shall establish and maintain an account in    
     the name of each Participant to which the Administrator shall credit as   
     of each Anniversary Date, or other valuation date, all amounts allocated  
     to each such Participant as set forth herein.

           (b) The Employer shall provide the Administrator with all           
     information required by the Administrator to make a proper allocation of  
     the Employer's contributions for each Plan Year.  Within a

                                       65
reasonable period of time after the date of receipt by the Administrator  
     of such information, the Administrator shall allocate such contribution   
     as follows:

           (1) With respect to the Employer's Elective Contribution made       
           pursuant to Section 11.1(a), to each Participant's Elective Account 
           in an amount equal to each such Participant's Deferred Compensation 
           for the year.

           (2) With respect to the Employer's Matching Contribution made       
           pursuant to Section 11.1(b), to each Participant's Account, or      
           Participant's Elective Account as selected in E3 of the Adoption    
           Agreement, in accordance with Section 11.1(b).

           Except, however, a Participant who is not credited with a Year of   
           Service during any Plan Year shall or shall not share in the        
           Employer's Matching Contribution for that year as provided in E3 of 
           the Adoption Agreement.  However, for Plan Years beginning after    
           1989, if this is a standardized Plan, a Participant shall share in  
           the Employer's Matching Contribution regardless of Hours of         
           Service.

           (3) With respect to the Employer's Non-Elective Contribution made   
           pursuant to Section 11.1(c), to each Participant's Account in       
           accordance with the provisions of Sections 4.3(b)(2) or 4.3(b)(3),  
           whichever is applicable, 4.3(k) and 4.3(1).

           (4) With respect to the Employer's Qualified Non-Elective           
           Contribution made pursuant to Section 11.1(d), to each              
           Participant's Qualified Non-Elective Contribution Account in the    
           same proportion that each such Participant's Compensation for the   
           year bears to the total Compensation of all Participants for such   
           year.  However, for any Plan Year beginning prior to January 1,     
           1990, and if elected in the non-standardized Adoption Agreement for 
           any Plan Year beginning on or after January 1, 1990, a Participant  
           who is not credited with a Year of Service during any Plan Year     
           shall not share in the Employer's Qualified Non-Elective            
           Contribution for that year, unless required  pursuant to Section    
           4.3(h).  In addition, the provisions of Sections 4.3(k) and 4.3(1)  
           shall apply with respect to the allocation of the Employer's        
           Qualified Non-Elective contribution.

           (c) Notwithstanding anything in the Plan to the contrary, for Plan  
     Years beginning after December 31, 1988, in determining whether a Non-Key 
     Employee has received the required minimum allocation pursuant to Section 
     4.3(f) such Non-Key Employee's Deferred Compensation and matching         
     contributions used to satisfy the "Actual Deferral Percentage" test       
     pursuant to Section 11.4(a) or the "Actual Contribution Percentage" test  
     of Section 11.6(a) shall not be taken into account.

           (d) Notwithstanding anything herein to the contrary, participants   
     who terminated employment during the Plan Year shall share in the salary  
     reduction contributions made by the Employer for the year of termination  
     without regard to the Hours of Service credited.

           (e) Notwithstanding anything herein to the contrary (other than     
     Sections 11.3(d) and 11.3(g)), any Participant who terminated employment  
     during the Plan Year for reasons other than death, Total and Permanent    
     Disability, or retirement shall or shall not share in the allocations of  
     the Employer's Matching Contribution made pursuant to Section 11.1(b),    
     the Employer's Non-Elective Contributions made pursuant to Section        
     11.1(c), the Employer's Qualified Non-Elective Contribution made pursuant 
     to Section 11.1(d), and Forfeitures as provided in the Adoption           
     Agreement.  Notwithstanding the foregoing, for Plan Years beginning after 
     1989, if this is a standardized Plan, any such terminated Participant     
     shall share in 500 Hours of Service.

           (f) Notwithstanding anything herein to the contrary, Participants   
     terminating for reasons of death, Total and Permanent Disability, or      
     retirement shall share in the allocation of the Employer's Matching

                                       66
Contribution made pursuant to Section 11.1(b), the Employer's             
     Non-Elective Contributions made pursuant to Section 11.1(c), the          
     Employer's Qualified Non-Elective Contribution made pursuant to Section   
     11.1(d), and Forfeitures as provided in this Section regardless of        
     whether they completed a Year of Service during the Plan Year.

           (g) Notwithstanding any election in the Adoption Agreement to the   
     contrary, if this is a non-standardized Plan that would otherwise fail to 
     meet the requirements of Code Sections 401(a)(26), 410(b)(1), or          
     410(b)(2)(A)(i) and the Regulations thereunder because Employer matching  
     Contributions made pursuant to Section 11.1(b), Employer Non-Elective     
     Contributions made pursuant to Section 11.1(c) or Employer Qualified      
     Non-Elective Contributions made pursuant to Section 11.1(d) have not been 
     allocated to a sufficient number or percentage of Participants for a Plan 
     Year, then the following rules shall apply:

           (1) The group of Participants eligible to share in the respective   
           contributions for the Plan Year shall be expanded to include the    
           minimum number of Participants who would not otherwise be eligible  
           as are necessary to satisfy the applicable test specified above.    
           The specific participants who shall become eligible under the terms 
           of this paragraph shall be those who arc actively employed on the   
           last day of the Plan Year and, when compared to similarly situated  
           Participants, have completed the greatest number of Hours of        
           Service in the Plan Year.

           (2) If after application of paragraph (1) above, the applicable     
           test is still not satisfied, then the group of Participants         
           eligible to share for the Plan Year shall be further expanded to    
           include the minimum number of Participants who are not actively     
           employed on the last day of the Plan Year as are necessary to       
           satisfy the applicable test.  The specific Participants who shall   
           become eligible to share shall be those Participants, when compared 
           to similarly situated Participants, who have completed the greatest 
           number of Hours of Service in the Plan Year before terminating      
           employment.

11.4 ACTUAL DEFERRAL PERCENTAGE TESTS

           (a) Maximum Annual Allocation: For each Plan Year beginning after   
     December 31, 1986, the annual allocation derived from Employer Elective   
     Contributions and Qualified Non-Elective Contributions to a Participant's 
     Elective Account and Qualified Non-Elective Account shall satisfy one of  
     the following tests:

           (1) The "Actual Deferral Percentage" for the Highly Compensated     
           Participant group shall not be more than the "Actual Deferral       
           Percentage" of the Non-Highly Compensated Participant group         
           multiplied by 1.25, or

           (2) The excess of the "Actual Deferral Percentage" for the Highly   
           Compensated Participant group over the "Actual Deferral Percentage" 
           for the Non-Highly Compensated Participant group shall not be more  
           than two percentage points.  Additionally, the "Actual Deferral     
           Percentage" for the Highly Compensated Participant group shall not  
           exceed the "Actual Deferral Percentage" for the Non-Highly          
           Compensated Participant group multiplied by 2.  The provisions of   
           Code Section 401(k)(3) and Regulation 1.401(k)-1(b) are             
           incorporated herein by reference.

           However, for Plan Years beginning after December 31, 1988, to       
           prevent the multiple use of the alternative method described in (2) 
           above and Code Section 401(m)(9)(A), any Highly Compensated         
           Participant eligible to make elective deferrals pursuant to Section 
           11.2 and to make Employee contributions or to receive matching      
           contributions under this Plan or under any other plan maintained by 
           the Employer or an Affiliated Employer shall have his actual        
           contribution ratio reduced pursuant to Regulation 1.401(m)-2, the   
           provisions of which are incorporated herein by reference.

                                       67
(b) For the purposes of this Section "Actual Deferral Percentage"   
     means, with respect to the Highly Compensated Participant group and       
     Non-Highly Compensated Participant group for a Plan Year, the average of  
     the ratios, calculated separately for each Participant in such group, of  
     the amount of Employer Elective Contributions and Qualified Non-Elective  
     Contributions allocated to each Participant's Elective Account and        
     Qualified Non-Elective Account for such Plan Year, to such Participant's  
     "414(s) Compensation" for such Plan Year.  The actual deferral ratio for  
     each Participant and the "Actual Deferral Percentage" for each group, for 
     Plan Years beginning after December 31, 1988, shall be calculated to the  
     nearest one-hundredth of one percent of the Participant's "414(s)         
     Compensation."  Employer Elective Contributions allocated to each         
     Non-Highly Compensated Participant's Elective Account shall be reduced by 
     Excess Deferred Compensation to the extent such excess amounts are made   
     under this Plan or any other plan maintained by the Employer.

           (c) For the purpose of determining the actual deferral ratio of a   
     Highly Compensated Participant who is subject to the Family Member        
     aggregation rules of Code Section 414(q)(6) because such Participant is   
     either a "five percent owner" of the Employer or one of the ten (10)      
     Highly Compensated Employees paid the greatest "415 Compensation" during  
     the year, the following shall apply:

           (1) The combined actual deferral ratio for the family group (which  
           shall be treated as one Highly Compensated Participant) shall be    
           the greater of: (i) the ratio determined by aggregating Employer    
           Elective Contributions and "414(s) Compensation" of all eligible    
           Family Members who are Highly Compensated Participants without      
           regard to family aggregation; and (ii) the ratio determined by      
           aggregating Employer Elective Contributions and "414(s)             
           Compensation" of all eligible Family Members (including Highly      
           Compensated Participants).  However, in applying the $200,000 limit 
           to "414(s) Compensation" for Plan Years beginning after December    
           31, 1988, Family Members shall include only the affected Employee's 
           spouse and any lineal descendants who have not attained age 19      
           before the close of the Plan Year.

           (2) The Employer Elective Contributions and "414(s) Compensation"   
           of all Family Members shall be disregarded for purposes of          
           determining the "Actual Deferral Percentage" of the Non-Highly      
           Compensated Participant group except to the extent taken into       
           account in paragraph (1) above.

           (3) If a Participant is required to be aggregated as a member of    
           more than one family group in a plan, all Participants who are      
           members of those family groups that include the Participant are     
           aggregated as one family group in accordance with paragraphs (1)    
           and (2) above.

           (d) For the purposes of this Section and Code Sections 401(a)(4),   
     410(b) and 401(k), if two or more plans which include cash or deferred    
     arrangements are considered one plan for the purposes of Code Section     
     401(a)(4) or 410(b) (other than Code Section 401(b)(2)(A)(ii) as in       
     effect for Plan Years beginning after December 31, 1988), the cash or     
     deferred arrangements included in such plans shall be treated as one      
     arrangement.  In addition, two or more cash or deferred arrangements may  
     be considered as a single arrangement for purposes of determining whether 
     or not such arrangements satisfy Code Sections 401(a)(4), 410(b) and      
     401(k).  In such a ease, the cash or deferred arrangements included in    
     such plans and the plans including such arrangements shall be treated as  
     one arrangement and as one plan for purposes of this Section and Code     
     Sections 401(a)(4), 410(b) and 401(k).  For plan years beginning after    
     December 31, 1989, plans may be aggregated under this paragraph (e) only  
     if they have the same plan year.

           Notwithstanding the above, for Plan Years beginning after December  
     31, 1988, an employee stock ownership plan described in Code Section      
     4975(e)(7) may not be combined with this Plan for purposes of determining 
     whether the employee stock ownership plan or this Plan satisfies this     
     Section and Code Sections 401(a)(4), 410(b) and 401(k).

                                       68
(e) For the purposes of this Section, if a Highly Compensated       
     Participant is a Participant under two (2) or more cash or deferred       
     arrangements (other than a cash or deferred arrangement which is part of  
     an employee stock ownership plan as defined in Code Section 4975(e)(7)    
     for Plan Years beginning after December 31, 1988) of the Employer or an   
     Affiliated Employer, all such cash or deferred arrangements shall be      
     treated as one cash or deferred arrangement for the purpose of            
     determining the actual deferral ratio with respect to such Highly         
     Compensated Participant.  However, for Plan Years beginning after         
     December 31, 1988, if the cash or deferred arrangements have different    
     Plan Years, this paragraph shall be applied by treating all cash or       
     deferred arrangements ending with or within the same calendar year as a   
     single arrangement.

11.5 ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

     In the event that the initial allocations of the Employer's Elective
Contributions and Qualified Non-Elective Contributions do not satisfy one of 
the tests set forth in Section 11.4, for Plan Years beginning after December
31, 1986, the Administrator shall adjust Excess Contributions pursuant to the
options set forth below:

           (a) On or before the fifteenth day of the third month following the 
     end of each Plan Year, the Highly Compensated Participant having the      
     highest actual deferral ratio shall have his portion of Excess            
     Contributions distributed to him and/or at his election recharacterized   
     as a voluntary Employee contribution pursuant to Section 4.7 until one of 
     the tests set forth in Section 11.4 is satisfied, or until his actual     
     deferral ratio equals the actual deferral ratio of the Highly Compensated 
     Participant having the second highest actual deferral ratio.  This        
     process shall continue until one of the tests set forth in Section 11.4   
     is satisfied.  For each Highly Compensated Participant, the amount of     
     Excess Contributions is equal to the Elective Contributions and Qualified 
     Non-Elective Contributions made on behalf of such Highly Compensated      
     Participant (determined prior to the application of this paragraph) minus 
     the amount determined by multiplying the Highly Compensated Participant's 
     actual deferral ratio (determined after application of this paragraph) by 
     his "414(s) Compensation."  However, in determining the amount of Excess  
     Contributions to be distributed and/or recharacterized with respect to an 
     affected Highly Compensated Participant as determined herein, such amount 
     shall be reduced by any Excess Deferred Compensation previously           
     distributed to such affected Highly Compensated Participant for his       
     taxable year ending with or within such Plan Year.  Any distribution      
     and/or recharacterization of Excess Contributions shall be made in        
     accordance with the following:

           (1) With respect to the distribution of Excess Contributions        
           pursuant to (a) above, such distribution:

                 (i) may be postponed but not later than the close of the Plan 
                 Year following the Plan Year to which they are allocable;

                 (ii) shall be made first from unmatched Deferred Compensation 
                 and, thereafter, simultaneously from Deferred Compensation    
                 which is matched and matching contributions which relate to   
                 such Deferred Compensation.  However, any such matching       
                 contributions which are not Vested shall be forfeited in lieu 
                 of being distributed;

                 (iii) shall be made from Qualified Non-Elective Contributions 
                 only to the extent that Excess Contributions exceed the       
                 balance in the Participant's Elective Account attributable to 
                 Deferred Compensation and Employer matching contributions.

                 (iv) shall be adjusted for Income; and

                 (v) shall be designated by the Employer as a distribution of  
                 Excess Contributions (and Income).

                                       69
(2) With respect to the recharacterization of Excess Contributions  
           pursuant to (a) above, such recharacterized amounts:

                 (i) shall be deemed to have occurred on the date on which the 
                 last of those Highly Compensated Participants with Excess     
                 Contributions to be recharacterized is notified of the        
                 recharacterization and the tax consequences of such           
                 recharacterization;

                 (ii) for Plan Years ending on or before August 8, 1988, may   
                 be postponed but not later than October 24, 1988;

                 (iii) shall not exceed the amount of Deferred Compensation on 
                 behalf of any Highly Compensated Participant for any Plan     
                 Year;

                 (iv) shall be treated as voluntary Employee contributions for 
                 purposes of Code Section 401(a)(4) and Regulation             
                 1.401(k)-l(b).  However, for purposes of Sections 2.2 and     
                 4.3(f), recharacterized Excess Contributions continue to be   
                 treated as Employer contributions that are Deferred           
                 Compensation.  For Plan Years beginning after December 31,    
                 1988, Excess Contributions recharacterized as voluntary       
                 Employee contributions shall continue to be nonforfeitable    
                 and subject to the same distribution rules provided for in    
                 Section 11.2(c);

                 (v) which relate to Plan Years ending on or before October    
                 24, 1988, may be treated as either Employer contributions or  
                 voluntary Employee contributions and therefore shall not be   
                 subject to the restrictions of Section 11.2(c);

                 (vi) are not permitted if the amount recharacterized plus     
                 voluntary Employee contributions actually made by such Highly 
                 Compensated Participant, exceed the maximum amount of         
                 voluntary Employee contributions (determined prior to         
                 application of Section 11.6) that such Highly Compensated     
                 Participant is permitted to make under the Plan in the        
                 absence of recharacterization;

                 (vii) shall be adjusted for Income.

           (3) Any distribution and/or recharacterization of less than the     
           entire amount of Excess Contributions shall be treated as a pro     
           rata distribution and/or recharacterization of Excess Contributions 
           and Income.

           (4) The determination and correction of Excess Contributions of a   
           Highly compensated Participant whose actual deferral ratio is       
           determined under the family aggregation rules shall be accomplished 
           as follows:

                 (i) If the actual deferral ratio for the Highly Compensated   
                 Participant is determined in accordance with Section          
                 11.4(c)(1)(ii), then the actual deferral ratio shall be       
                 reduced as required herein and the Excess Contributions for   
                 the family unit shall be allocated among the Family Members   
                 in proportion to the Elective Contributions of each Family    
                 Member that were combined to determine the group actual       
                 deferral ratio.

                 (ii) If the actual deferral ratio for the Highly Compensated  
                 Participant is determined under Section 11.4(c)(1)(i), then   
                 the actual deferral ratio shall first be reduced as required  
                 herein, but not below the actual deferral ratio of the group  
                 of Family Members who are not Highly Compensated Participants 
                 without regard to family aggregation.  The Excess             
                 Contributions resulting from this initial reduction shall be  
                 allocated (in proportion to Elective Contributions) among the 
                 Highly Compensated Participants whose Elective
                                       70
Contributions were combined to determine the actual deferral  
                 ratio.  If further reduction is still required, then Excess   
                 Contributions resulting from this further reduction shall be  
                 determined by taking into account the contributions of all    
                 Family Members and shall be allocated among them in           
                 proportion to their respective Elective Contributions.

           (b) Within twelve (12) months after the end of the Plan Year, the   
     Employer shall make a special Qualified Non-Elective Contribution on      
     behalf of Non-Highly Compensated Participants in an amount sufficient to  
     satisfy one of the tests set forth in Section 11.4(a).  Such contribution 
     shall be allocated to the Participant's Qualified Non-Elective Account of 
     each Non-Highly Compensated Participant in the same proportion that each  
     Non-Highly Compensated Participant's Compensation for the year bears to   
     the total Compensation of all Non-Highly Compensated Participants.

           (c) For purposes of this Section, "Income" means the income or loss 
     allocable to Excess Contributions which shall equal the sum of the        
     allocable gain or loss for the Plan Year and the allocable gain or loss   
     for the period between the end of the Plan Year and the date of           
     distribution ("gap period").  The income or loss allocable to Excess      
     Contributions for the Plan Year and the "gap period" is calculated        
     separately and is determined by multiplying the income or loss for the    
     Plan Year or the "gap period" by a fraction.  The numerator of the        
     fraction is the Excess Contributions for the Plan Year.  The denominator  
     of the fraction is the total of the Participant's Elective Account        
     attributable to Elective Contributions and the Participant's Qualified    
     Non-Elective Account as of the end of the Plan Year or the "gap period,"  
     reduced by the gain allocable to such total amount for the Plan Year or   
     the "gap period" and increased by the loss allocable to such total amount 
     for the Plan Year or the "gap period."

           In lieu of the "fractional method" described above, a "safe harbor  
     method" may be used to calculate the allocable Income for the "gap        
     period."  Under such "safe harbor method," allocable Income for the "gap  
     period" shall be deemed to equal ten percent (10%) of the Income          
     allocable to Excess Contributions for the Plan Year of the Participant    
     multiplied by the number of calendar months in the "gap period."  For     
     purposes of determining the number of calendar months in the "gap         
     period," a distribution occurring on or before the fifteenth day of the   
     month shall be treated as having been made on the last day of the         
     preceding month and a distribution occurring after such fifteenth day     
     shall be treated as having been made on the first day of the next         
     subsequent month.

           Notwithstanding the above, for Plan Years which began in 1987,      
     Income during the "gap period" shall not be taken into account.

           Notwithstanding the above, for any distribution under this Section  
     which is made after August 15, 1991, such distribution shall not include  
     any Income for the "gap period".  Further provided, for any distribution  
     under this Section which is made after August 15, 1991, the amount of     
     Income may be computed using a reasonable method that is consistent with  
     Section 4.3(c), provided such method is used consistently for all         
     Participants and for all such distributions for the Plan Year.

           (d) Any amounts not distributed or recharacterized within 2 1/2 
     months after the end of the Plan Year shall be subject to the 10% Employer
     excise tax imposed by Code Section 4979.

11.6 ACTUAL CONTRIBUTION PERCENTAGE TESTS

           (a) The "Actual Contribution Percentage," for Plan Years beginning  
     after the later of the Effective Date of this Plan or December 31, 1986,  
     for the Highly Compensated Participant group shall not exceed the greater 
     of:
 
           (1) 125 percent of such percentage for the Non-Highly Compensated   
           Participant group; or

                                       71
(2) the lesser of 200 percent of such percentage for the Non-Highly 
           Compensated Participant group, or such percentage for the           
           Non-Highly Compensated Participant group plus 2 percentage points.  
           However, for Plan Years beginning after December 31, 1988, to       
           prevent the multiple use of the alternative method described in     
           this paragraph and Code Section 401(m)(9)(A), any Highly            
           Compensated Participant eligible to make elective deferrals         
           pursuant to Section 11.2 or any other cash or deferred arrangement  
           maintained by the Employer or an Affiliated Employer and to make    
           Employee contributions or to receive matching contributions under   
           any plan maintained by the Employer or an Affiliated Employer shall 
           have his actual contribution ratio reduced pursuant to Regulation   
           1.401(m)-2.  The provisions of Code Section 401(m) and Regulations  
           1.401(m)-1(b) and 1.401(m)-2 are incorporated herein by reference.

           (b) For the purposes of this Section and Section 11.7, "Actual      
     Contribution Percentage" for a Plan Year means, with respect to the       
     Highly Compensated Participant group and Non-Highly Compensated           
     Participant group, the average of the ratios (calculated separately for   
     each Participant in each group) of:

           (1) the sum of Employer matching contributions made pursuant to     
           Section 11.1(b) (to the extent such matching contributions are not  
           used to satisfy the tests set forth in Section 11.4), voluntary     
           Employee contributions made pursuant to Section 4.7 and Excess      
           Contributions recharacterized as voluntary Employee contributions   
           pursuant to Section 11.5 on behalf of each such Participant for     
           such Plan Year; to

           (2) the Participant's "414(s) Compensation" for such Plan Year.

           (e) For purposes of determining the "Actual Contribution            
     Percentage" and the amount of Excess Aggregate Contributions pursuant to  
     Section 11.7(d), only Employer matching contributions (excluding matching 
     contributions forfeited or distributed pursuant to Section 11.2(f),       
     11.5(a), or 11.7(a)) contributed to the Plan prior to the end of the      
     succeeding Plan Year shall be considered.  In addition, the Administrator 
     may elect to take into account, with respect to Employees eligible to     
     have Employer matching contributions made pursuant to Section 11.1(b) or  
     voluntary Employee contributions made pursuant to Section 4.7 allocated   
     to their accounts, elective deferrals (as defined in Regulation           
     1.402(g)-1(b)) and qualified non-elective contributions (as defined in    
     Code Section 401(m)(4)(C)) contributed to any plan maintained by the      
     Employer.  Such elective deferrals and qualified non-elective             
     contributions shall be treated as Employer matching contributions subject 
     to Regulation 1.401(m)-1(b)(2) which is incorporated herein by reference. 
     However, for Plan Years beginning after December 31, 1988, the Plan Year  
     must be the same as the plan year of the plan to which the elective       
     deferrals and the qualified non-elective contributions are made.

           (d) For the purpose of determining the actual contribution ratio of 
     a Highly Compensated Employee who is subject to the Family Member         
     aggregation rules of Code Section 414(q)(6) because such Employee is      
     either a "five percent owner" of the Employer or one of the ten (10)      
     Highly Compensated Employees paid the greatest "415 Compensation" during  
     the year, the following shall apply: 

           (1) The combined actual contribution ratio for the family group     
           (which shall be treated as one Highly Compensated Participant)      
           shall be the greater of:  (i) the ratio determined by aggregating   
           Employer matching contributions made pursuant to Section 11.1(b)    
           (to the extent such matching contributions are not used to satisfy  
           the tests set forth in Section 11.4), voluntary Employee            
           contributions made pursuant to Section 4.7, Excess Contributions    
           recharacterized as voluntary Employee contributions pursuant to     
           Section 11.5 and "414(s) Compensation" of all eligible Family       
           Members who are Highly Compensated Participants without regard to   
           family aggregation; and (ii) the ratio determined by aggregating    
           Employer matching contributions made pursuant to Section 11.1(b)    
           (to the extent such matching contributions are not used to satisfy  
           the tests set forth in Section 11.4), voluntary Employee            
           contributions made pursuant to Section 4.7, Excess
                                       72
PAGE
Contributions recharacterized as voluntary Employee contributions   
           pursuant to Section 11.5 and "414(s) Compensation" of all eligible  
           Family Members (including Highly Compensated Participants).         
           However, in applying the $200,000 limit to "414(s) Compensation"    
           for Plan Years beginning after December 31, 1988, Family Members    
           shall include only the affected Employee's spouse and any lineal    
           descendants who have not attained age 19 before the close of the    
           Plan Year.

           (2) The Employer matching contributions made pursuant to Section    
           11.1(b) (to the extent such matching contributions are not used to  
           satisfy the tests set forth in Section 11.4), voluntary Employee    
           contributions made pursuant to Section 4.7, Excess Contributions    
           recharacterized as voluntary Employee contributions pursuant to     
           Section 11.5 and "414(s) Compensation" of all Family Members shall  
           be disregarded for purposes of determining the "Actual Contribution 
           Percentage" of the Non-Highly Compensated Participant group except  
           to the extent taken into account in paragraph (1) above.

           (3) If a Participant is required to be aggregated as a member of    
           more than one family group in a plan, all Participants who are      
           members of those family groups that include the Participant are     
           aggregated as one family group in accordance with paragraphs (1)    
           and (2) above.

           (e) For purposes of this Section and Code Sections 401(a)(4),       
     410(b) and 401(m), if two or more plans of the Employer to which matching 
     contributions, Employee contributions, or both, are made are treated as   
     one plan for purposes of Code Sections 401(a)(4) or 410(b) (other than    
     the average benefits test under Code Section 410(b)(2)(A)(ii) as in       
     effect for Plan Years beginning after December 31, 1988), such plans      
     shall be treated as one plan.  In addition, two or more plans of the      
     Employer to which matching contributions, Employee contributions, or      
     both, are made may be considered as a single plan for purposes of         
     determining whether or not such plans satisfy Code Sections 401(a)(4),    
     410(b) and 401(m).  In such a case, the aggregated plans must satisfy     
     this Section and Code Sections 401(a)(4), 410(b) and 401(m) as though     
     such aggregated plans were a single plan.  For plan years beginning after 
     December 31, 1989, plans may be aggregated under this paragraph only if   
     they have the same plan year.

           Notwithstanding the above, for Plan Years beginning after December  
     31, 1988, an employee stock ownership plan described in Code Section      
     4975(e)(7) may not be aggregated with this Plan for purposes of           
     determining whether the employee stock ownership plan or this Plan        
     satisfies this Section and Code Sections 401(a)(4), 410(b) and 401(m).

           (f) If a Highly Compensated Participant is a Participant under two  
     or more plans (other than an employee stock ownership plan as defined in  
     Code Section 4975(e)(7) for Plan Years beginning after December 31, 1988) 
     which are maintained by the Employer or an Affiliated Employer to which   
     matching contributions, Employee contributions, or both, are made, all    
     such contributions on behalf of such Highly Compensated Participant shall 
     be aggregated for purposes of determining such Highly Compensated         
     Participant's actual contribution ratio.  However, for Plan Years         
     beginning after December 31, 1988, if the plans have different plan       
     years, this paragraph shall be applied by treating all plans ending with  
     or within the same calendar year as a single plan.

           (g) For purposes of Section 11.6(a) and 11.7, a Highly Compensated  
     Participant and a Non-Highly Compensated Participant shall include any    
     Employee eligible to have matching contributions made pursuant to Section 
     11.1(b) (whether or not a deferred election was made or suspended         
     pursuant to Section 11.2(e)) allocated to his account for the Plan Year   
     or to make salary deferrals pursuant to Section 11.2 (if the Employer     
     uses salary deferrals to satisfy the provisions of this Section) or       
     voluntary Employee contributions pursuant to Section 4.7 (whether or not  
     voluntary Employee contributions are made) allocated to his account for   
     the Plan Year.

                                       73
(h) For purposes of this Section, "Matching Contribution" shall     
     mean an Employer contribution made to the Plan, or to a contract          
     described in Code Section 403(b), on behalf of a Participant on account   
     of an Employee contribution made by such Participant, or on account of a  
     participant's deferred compensation, under a plan maintained by the       
     Employer.

11.7 ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

           (a) In the event that for Plan Years beginning after December 31,   
     1986, the "Actual Contribution Percentage" for the Highly Compensated     
     Participant group exceeds the "Actual Contribution Percentage" for the    
     Non-Highly Compensated Participant group pursuant to Section 11.6(a), the 
     Administrator (on or before the fifteenth day of the third month          
     following the end of the Plan Year, but in no event later than the close  
     of the following Plan Year) shall direct the Trustee to distribute to the 
     Highly Compensated Participant having the highest actual contribution     
     ratio, his portion of Excess Aggregate Contributions (and Income          
     allocable to such contributions) or, if forfeitable, forfeit such         
     non-Vested Excess Aggregate Contributions attributable to Employer        
     matching contributions (and Income allocable to such Forfeitures) until   
     either one of the tests set forth in Section 11.6(a) is satisfied, or     
     until his actual contribution ratio equals the actual contribution ratio  
     of the Highly Compensated Participant having the second highest actual    
     contribution ratio.  This process shall continue until one of the tests   
     set forth in Section 11.6(a) is satisfied.  The distribution and/or       
     Forfeiture of Excess Aggregate Contributions shall be made in the         
     following order:

           (1) Employer matching contributions distributed and/or forfeited    
           pursuant to Section 11.5(a)(1);

           (2) Voluntary Employee contributions including Excess Contributions 
           recharacterized as voluntary Employee contributions pursuant to     
           Section 11.5(a)(2);

           (3) Remaining Employer matching contributions.

           (b) Any distribution or Forfeiture of less than the entire amount   
     of Excess Aggregate Contributions (and Income) shall be treated as a pro  
     rata distribution of Excess Aggregate Contributions and Income.           
     Distribution of Excess Aggregate Contributions shall be designated by the 
     Employer as a distribution of Excess Aggregate Contributions (and         
     Income).  Forfeitures of Excess Aggregate Contributions shall be treated  
     in accordance with Section 4.3.  However, no such Forfeiture may be       
     allocated to a Highly Compensated Participant whose contributions are     
     reduced pursuant to this Section.

           (c) Excess Aggregate Contributions attributable to amounts other    
     than voluntary Employee contributions, including forfeited matching       
     contributions, shall be treated as Employer contributions for purposes of 
     Code Sections 404 and 415 even if distributed from the Plan.

           (d) For the purposes of this Section and Section 11.6, "Excess      
     Aggregate Contributions" means, with respect to any Plan Year, the excess 
     of:
 
           (1) the aggregate amount of Employer matching contributions made    
           pursuant to Section 11.1(b) (to the extent such contributions are   
           taken into account pursuant to Section 11.6(a)), voluntary Employee 
           contributions made pursuant to Section 4.7, Excess Contributions    
           recharacterized as voluntary Employee contributions pursuant to     
           Section 11.5 and any Qualified Non-Elective  Contributions or       
           elective deferrals taken into account pursuant to Section 11.6(c)   
           actually made on behalf of the Highly Compensated Participant group 
           for such Plan Year, over

           (2) the maximum amount of such contributions permitted under the    
           limitations of Section 11.6(a).

           (e) For each Highly Compensated Participant, the amount of Excess   
     Aggregate Contributions is equal to the total Employer matching           
     contributions made pursuant to Section 11.1(b) (to the extent taken 

                                       74
into account pursuant to Section 11.6(a)), voluntary Employee             
     contributions made pursuant to Section 4.7, Excess Contributions          
     recharacterized as voluntary Employee contributions pursuant to Section   
     11.5 and any Qualified Non-Elective Contributions or elective deferrals   
     taken into account pursuant to Section 11.6(c) on behalf of the Highly    
     Compensated Participant (determined prior to the application of this      
     paragraph) minus the amount determined by multiplying the Highly          
     Compensated Participant's actual contribution ratio (determined after     
     application of this paragraph) by his "414(s) Compensation."  The actual  
     contribution ratio must be rounded to the nearest one-hundredth of one    
     percent for Plan Years beginning after December 31, 1988.  In no case     
     shall the amount of Excess Aggregate Contribution with respect to any     
     Highly Compensated Participant exceed the amount of Employer matching     
     contributions made pursuant to Section 11.1(b) (to the extent taken into  
     account pursuant to Section 11.6(a)), voluntary Employee contributions    
     made pursuant to Section 4.7, Excess Contributions recharacterized as     
     voluntary Employee contributions pursuant to Section 11.5 and any         
     Qualified Non-Elective Contributions or elective deferrals taken into     
     account pursuant to Section 11.6(c) on behalf of such Highly Compensated  
     Participant for such Plan Year.

           (f) The determination of the amount of Excess Aggregate             
     Contributions with respect to any Plan Year shall be made after first     
     determining the Excess Contributions, if any, to be treated as voluntary  
     Employee contributions due to recharacterization for the plan year of any 
     other qualified cash or deferred arrangement (as defined in Code Section  
     401(k)) maintained by the Employer that ends with or within the Plan Year 
     or which are treated as voluntary Employee contributions due to           
     recharacterization pursuant to Section 11.5.

           (g) The determination and correction of Excess Aggregate            
     Contributions of a Highly Compensated Participant whose actual            
     contribution ratio is determined under the family aggregation rules shall 
     be accomplished as follows:

           (1) If the actual contribution ratio for the Highly Compensated     
           Participant is determined in accordance with Section 11.6(d)(1),    
           then the actual contribution ratio shall be reduced and the Excess  
           Aggregate Contributions for the family unit shall be allocated      
           among the Family Members in proportion to the sum of Employer       
           matching contributions made pursuant to Section 11.1(b) (to the     
           extent taken into account pursuant to Section 11.6(a)), voluntary   
           Employee contributions made pursuant to Section 4.7, Excess         
           Contributions recharacterized as voluntary Employee contributions   
           pursuant to Section 11.5 and any Qualified Non-Elective             
           Contributions or elective deferrals taken into account pursuant to  
           Section 11.6(c) of each Family Member that were combined to         
           determine the group actual contribution ratio.

           (2) If the actual contribution ratio for the Highly Compensated     
           Participant is determined under Section 11.6(d)(2), then the actual 
           contribution ratio shall first be reduced, as required herein, but  
           not below the actual contribution ratio of the group of Family      
           Members who are not Highly Compensated Participants without regard  
           to family aggregation.  The Excess Aggregate Contributions          
           resulting from this initial reduction shall be allocated among the  
           Highly Compensated Participants whose Employer matching             
           contributions made pursuant to Section 11.1(b) (to the extent taken 
           into account pursuant to Section 11.6(a)), voluntary Employee       
           contributions made pursuant to Section 4.7, Excess Contributions    
           recharacterized as voluntary Employee contributions pursuant to     
           Section 11.5 and any Qualified Non-Elective Contributions or        
           elective deferrals taken into account pursuant to Section 11.6(c)   
           were combined to determine the actual contribution ratio.  If       
           further reduction is still required, then Excess Aggregate          
           Contributions resulting from this further reduction shall be        
           determined by taking into account the contributions of all Family   
           Members and shall be allocated among them in proportion to their    
           respective Employer matching contributions made pursuant to Section 
           11.1(b) (to the extent taken into account pursuant to Section       
           11.6(a)), voluntary Employee contributions made pursuant to Section 
           4.7, Excess Contributions recharacterized as voluntary Employee     
           contributions pursuant to Section 11.5 and any Qualified            
           Non-Elective Contributions or elective deferrals taken into account 
           pursuant to Section 11.6(c).

                                       75
(h) Notwithstanding the above, within twelve (12) months after the  
     end of the Plan Year, the Employer may make a special Qualified           
     Non-Elective Contribution on behalf of Non-Highly Compensated             
     Participants in an amount sufficient to satisfy one of the tests set      
     forth in Section 11.6.  Such contribution shall be allocated to the       
     Participant's Qualified Non-Elective Account of each Non-Highly           
     Compensated Participant in the same proportion that each Non-Highly       
     Compensated Participant's Compensation for the year bears to the total    
     Compensation of all Non-Highly Compensated Participants.  A separate      
     accounting shall be maintained for the purpose of excluding such          
     contributions from the "Actual Deferral Percentage" tests pursuant to     
     Section 11.4.

           (i) For purposes of this Section, "Income" means the income or loss 
     allocable to Excess Aggregate Contributions which shall equal the sum of  
     the allocable gain or loss for the Plan Year and the allocable gain or    
     loss for the period between the end of the Plan Year and the date of      
     distribution ("gap period").  The income or loss allocable to Excess      
     Aggregate Contributions for the Plan Year and the "gap period" is         
     calculated separately and is determined by multiplying the income or loss 
     for the Plan Year or the "gap period" by a fraction.  The numerator of    
     the fraction is the Excess Aggregate Contributions for the Plan Year.     
     The denominator of the fraction is the total Participant's Account and    
     Voluntary Contribution Account attributable to Employer matching          
     contributions subject to Section 11.6, voluntary Employee contributions   
     made pursuant to Section 4.7, and any Qualified Non-Elective              
     Contributions and elective deferrals taken into account pursuant to       
     Section 11.6(c) as of the end of the Plan Year or the "gap period,"       
     reduced by the gain allocable to such total amount for the Plan Year or   
     the "gap period" and increased by the loss allocable to such total amount 
     for the Plan Year or the "gap period."

           In lieu of the "fractional method" described above, a "safe harbor  
     method" may be used to calculate the allocable Income for the "gap        
     period."  Under such "safe harbor method," allocable Income for the "gap  
     period" shall be deemed to equal ten percent (10%) of the Income          
     allocable to Excess Aggregate Contributions for the Plan Year of the      
     Participant multiplied by the number of calendar months in the "gap       
     period."  For purposes of determining the number of calendar months in    
     the "gap period," a distribution occurring on or before the fifteenth day 
     of the month shall be treated as having been made on the last day of the  
     preceding month and a distribution occurring after such fifteenth day     
     shall be treated as having been made on the first day of the next         
     subsequent month.

           The Income allocable to Excess Aggregate Contributions resulting    
     from recharacterization of Elective Contributions shall be determined and 
     distributed as if such recharacterized Elective Contributions had been    
     distributed as Excess Contributions.

           Notwithstanding the above, for any distribution under this Section  
     which is made after August 15, 1991, such distribution shall not include  
     any Income for the "gap period".  Further provided, for any distribution  
     under this Section which is made after August 15, 1991, the amount of     
     Income may be computed using a reasonable method that is consistent with  
     Section 4.3(c), provided such method is used consistently for all         
     Participants and for all such distributions for the Plan Year.

           Notwithstanding the above, for Plan Years which began in 1987,      
     Income during the "gap period" shall not be taken into account.

           Notwithstanding the above, for any distribution under this Section  
     which is made after August 15, 1991, such distribution shall not include  
     any Income for the "gap period".  Further provided, for any distribution  
     under this Section which is made after August 15, 1991, the amount of     
     Income may be computed using a reasonable method that is consistent with  
     Section 4.3(c), provided such method is used consistently for all         
     Participants and for all such distributions for the Plan Year.

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11.8 ADVANCE DISTRIBUTION FOR HARDSHIP

           (a) The Administrator, at the election of the Participant, shall    
     direct the Trustee to distribute to any Participant in any one Plan Year  
     up to the lesser of (1) 100% of his accounts as specified in the Adoption 
     Agreement valued as of the last Anniversary Date or other valuation date  
     or (2) the amount necessary to satisfy the immediate and heavy financial  
     need of the Participant.  Any distribution made pursuant to this Section  
     shall be deemed to be made as of the first day of the Plan Year or, if    
     later, the valuation date immediately preceding the date of distribution, 
     and the account from which the distribution is made shall be reduced      
     accordingly.  Withdrawal under this Section shall be authorized only if   
     the distribution is on account of one of the following or any other items 
     permitted by the Internal Revenue Service:

           (1) Medical expenses described in Code Section 213(d) incurred by   
           the Participant, his spouse, or any of his dependents (as defined   
           in Code Section 152) or expenses necessary for these persons to     
           obtain medical care;

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

           (3) Payment of tuition and related educational fees for the next 12 
           months of post-secondary education for the Participant, his spouse, 
           children, or dependents; or

           (4) The need to prevent the eviction of the Participant from his    
           principal residence or foreclosure on the mortgage of the           
           Participant's principal residence.

           (b) No such distribution shall be made from the Participant's       
     Account until such Account has become fully Vested.

           (c) No distribution shall be made pursuant to this Section unless   
     the Administrator, based upon the Participant's representation and such   
     other facts as are known to the Administrator, determines that all of the 
     following conditions are satisfied:

           (1) The distribution is not in excess of the amount of the          
           immediate and heavy financial need of the Participant (including    
           any amounts necessary to pay any federal, state, or local taxes or  
           penalties reasonably anticipated to result from the distribution);

           (2) The Participant has obtained all distributions, other than      
           hardship distributions, and all nontaxable loans currently          
           available under all plans maintained by the Employer;

           (3) The Plan, and all other plans maintained by the Employer,       
           provide that the Participant's elective deferrals and voluntary     
           Employee contributions will be suspended for at least twelve (12)   
           months after receipt of the hardship distribution; and

           (4) The Plan, and all other plans maintained by the Employer,       
           provide that 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 hardship distribution.

           (d) Notwithstanding the above, distributions from the Participant's 
     Elective Account and Qualified Non-Elective Account pursuant to this      
     Section shall be limited solely to the Participant's Deferred             
     Compensation and any income attributable thereto credited to the          
     Participant's Elective Account as of December 31, 1988.

                                       77
(e) Any distribution made pursuant to this Section shall be made in 
     a manner which is consistent with and satisfies the provisions of Section 
     6.5, including, but not limited to, all notice and consent requirements   
     of Code Sections 411(a)(11) and 417 and the Regulations thereunder.

                                       78