REGISTRATION STATEMENT NO. 333-_____
                                         Filed February 25, 1997

                        SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                     FIRST SOUTHEAST FINANCIAL CORPORATION
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

          Delaware                                  57-0979678
--------------------------------               -------------------
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)                 Identification No.)


                             201 North Main Street
                        Anderson, South Carolina 29621
                               (864) 224-3401
                   ----------------------------------------
                   (Address of principal executive offices)


                          401(k) Profit Sharing Plan
                         ----------------------------
                           (Full title of the Plan)

                                               Copies to:
      David C. Wakefield, III                  Eric S. Kracov, Esquire
      President                                Breyer & Aguggia
      First Southeast Financial Corporation    1300 I Street, N.W.
      201 North Main Street                    Suite 470 East
      Anderson, South Carolina  29621          Washington, D.C.  20005
      (864) 224-3401                           (202) 737-7900
      -------------------------------------
      Name, address and telephone
      number of agent for service


                               Page 1 of 5 Pages
                        Exhibit Index Appears on Page 4

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                        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            25,000         $11.00(2)         $275,000          $94.83
-----------------------------------------------------------------------------
(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 $11.00, 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 Southeast Financial Corporation (the "Registrant"), as reported on  
     the Nasdaq Stock Market on February 24, 1997.

(2)  25,000 shares are being registered for issuance pursuant to the 401(k)    
     Profit Sharing Plan ("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-
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<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 Registrant's Annual Report on Form 10-K for the year ended
June 30, 1996;

       (2)  the Annual Report on Form 11-K of the Company's 401(k) Profit
Sharing Plan for the year ended June 30, 1996; and

       (3)  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 August
13, 1993.

       All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act, after the date of this Registration Statement 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 set forth
circumstances under which directors, officers, employees and agents of the
Registrant 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 (including attorney's fees but excluding amounts paid
in settlement for derivative suits) actually and reasonably incurred in
connection with the defense of any threatened, pending or completed action or
suit if such director, officer, employee or agent is successful on the merits
or otherwise, or acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interest of the Registrant and, with
respect to any criminal action or proceeding had no reasonable cause to
believe his conduct was unlawful.

                                   -3-
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Item 7.     Exemption From Registration Claimed

      Not Applicable

Item 8.     Exhibits

      The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:

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

      23                Consent of Crisp Hughes & Co., L.L.P.

      24                Power of attorney (see signature pages)

      99.1              401(k) Profit Sharing Plan


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 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, officer 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
                                   -4-
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<PAGE>
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.

                                   -5-
<PAGE>
<PAGE>
                                  SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, First
Southeast Financial Corporation 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 Anderson, and State of
South Carolina the 24th day of February 1997.

                                   FIRST SOUTHEAST FINANCIAL CORPORATION




                                   By: /s/ David C. Wakefield, III
                                       -----------------------------------
                                       David C. Wakefield, III
                                       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 David C. Wakefield, III 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/ David C. Wakefield, III                Date:  February 24, 1997
    --------------------------------------
    David C. Wakefield, III
    President and Chief Executive Officer
    (Principal Executive and Financial
     Officer)

By: /s/ John L. Biediger                       Date:  February 24, 1997
    --------------------------------------
    John L. Biediger
    Executive Vice President and Treasurer
    (Principal Accounting Officer)
   
By: /s/ Charles L. Stuart                      Date:  February 24, 1997
    --------------------------------------
    Charles L. Stuart
    Chairman of the Board

By: /s/ James H. Barton                       Date:  February 24, 1997
    --------------------------------------
    James H. Barton
    Director

By: /s/ Josiah Crudup, Jr.                     Date:  February 24, 1997
    --------------------------------------
    Josiah Crudup, Jr.
    Director

<PAGE>
<PAGE>
By: /s/ Vernon E. Merchant, Jr.                Date:  February 24, 1997
    --------------------------------------
    Vernon E. Merchant, Jr.
    Director

By: /s/ William R. Phillips                    Date:  February 24, 1997
    --------------------------------------
    William R. Phillips
    Director

By: /s/ Aubrey T. Scales                       Date:  February 24, 1997
    --------------------------------------
    Aubrey T. Scales
    Director

By: /s/ A.C. Terry                            Date:  February 24, 1997
    --------------------------------------
    A.C. Terry
    Director

<PAGE>
<PAGE>

     The Plan.  Pursuant to the requirements of the Securities Act of 1933,
the 401(k) Profit Sharing Plan has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Anderson, State of South Carolina, on February 24, 1997.

                                         FIRST SOUTHEAST FINANCIAL CORPORATION

                                         By:  /s/ David C. Wakefield, III
                                              --------------------------------
                                              David C. Wakefield, III
                                              Plan Administrator

<PAGE>
<PAGE>
                                 Exhibit 23

                     Consent of Crisp Hughes & Co., L.L.P.
<PAGE>
<PAGE>
                        CONSENT OF INDEPENDENT AUDITORS

We have issued our report dated August 21, 1996, accompanying the consolidated
financial statements incorporated by reference in the Annual Report of First
Southeast Financial Corporation on Form 10-K for the year ending June 30,
1996.  We have also issued our Report dated December 5, 1996, with respect to
the statements of net assets available for benefits and statement of changes
in net assets available for benefits of First Federal Savings and Loan of
Anderson 401(k) Profit Sharing Plan incorporated by reference in the Annual
Report on Form 11-K of the Plan for the year ending June 30, 1996.  We hereby
consent to the incorporation by reference of aforementioned reports in this
Registration Statement of First Southeast Financial Corporation on Form S-8.

                             /s/ Crisp Hughes & Co., L.L.P.

                             Crisp Hughes & Co., L.L.P.

Asheville, North Carolina
February 24, 1997

<PAGE>
<PAGE>
                                  Exhibit 24

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

                          401(k) Profit Sharing Plan

<PAGE>
<PAGE>
                  FIRST FEDERAL SAVINGS & LOAN ASSOCIATION OF ANDERSON
                               401(K) PROFIT SHARING PLAN

     THIS AGREEMENT, hereby made and entered into this 1st day of JAN, 1991,
by and between Federal Savings & Loan Association of Anderson (herein referred
to as the "Employer") and Charles L. Stuart, Douglas T. Locke, Robert S.
Brock, James H. Barton, Hazel Moore and Aubrey T. Scales (herein referred to
as the "Trustee").

                      W I T N E S S E T H:

     WHEREAS, the Employer desires to recognize the contribution made to its
successful operation by its employees and to reward such contribution by means
of a 401(k) Profit Sharing Plan for those employees who shall qualify as
Participants hereunder;

     NOW, THEREFORE, effective January 1, 1991, (hereinafter called the
"Effective Date"), the Employer hereby establishes a 401(k) Profit Sharing
Plan and creates this trust (which plan and trust are hereinafter called the
"Plan") for the exclusive benefit of the Participants and their Beneficiaries,
and the Trustee hereby accepts the Plan on the following terms:

                            ARTICLE I
                           DEFINITIONS

     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 designated by the Employer pursuant
to Section 2.4 to administer the Plan on behalf of the Employer.

     1.3   "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
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     1.4  "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. 

     1.5  "Anniversary Date" means December 31st.

     1.6  "Beneficiary" means the person to whom the share of a deceased
Participant's total account is payable, subject to the restrictions of
Sections 6.2 and 6.6.

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

     1.8  "Compensation" with respect to any Participant means such
Participant's regular salary and wages paid or accrued by the Employer for a
Plan Year, but excluding overtime, commissions and bonuses.  Amounts
contributed by the Employer under the within Plan, except for an Employee's
Compensation that is deferred pursuant to Section 4.2, and any non-taxable
fringe benefits shall not be considered as Compensation.

     For purposes of this Section, the determination of Compensation shall be
made by including salary reduction contributions made on behalf of an Employee
to a plan maintained under Code Section 125.

     For a Participant's initial year of participation, Compensation shall be
recognized for the entire Plan Year.

     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
owners" 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 the limitation shall be prorated among the affected Family Members in
proportion to each such Family Member's Compensation prior to the application
of this limitation.

                                       2

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     1.9  "Contract" or "Policy" means a life insurance policy or annuity
contract (group or individual) issued by the insurer as elected.

     1.10 "Deferred Compensation" with respect to any Participant means 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 4.2.

     1.11 "Early Retirement Date" means the first day the month (prior to the
Normal Retirement Date) coinciding with or following the date on which a
Participant or Former Participant attains age 55 and has completed at least 10
Years of Service with the Employer (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.

     1.12 "Elective Contribution" means the Employer's contributions to the
Plan that are made pursuant to the Participant's deferral election provided in
Section 4.2.  In addition, any Employer Qualified Non-Elective Contribution
made pursuant to Section 4.1(c) and Section 4.6 shall be considered an
Elective Contribution for purposes of the Plan.  Any such contributions deemed
to be Elective Contributions shall be subject to the requirements of Sections
4.2(b) and 4.2(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.

     1.13 "Eligible Employee" means any Employee.

     Employees who are Leased Employees within the meaning of Code Sections
414(n)(2) and 414(o)(2) shall not be eligible to participate in this Plan.

     Employees whose employment is governed by the terms of a collective
bargaining agreement between Employee representatives (within the meaning of
Code Section 7701(a)(46)) and the Employer under which retirement benefits
were the subject of good faith bargaining between the parties, unless such
agreement expressly provides for such coverage in this Plan, will not be
eligible to participate in this Plan.

                                       3

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     Employees of Affiliated Employers shall not be eligible to participate in
this Plan unless such Affiliated Employers have specifically adopted this Plan
in writing.

     l.14 "Employee" means any person who is employed by the Employer or
Affiliated Employer, but excludes any person who is an independent contractor.
Employee shall include Leased Employees within the meaning of Code Sections
414(n)(2) and 414(o)(2) unless such Leased Employees are covered by a plan
described in Code Section 414(n)(5) and such Leased Employees do not
constitute more than 20% of the recipient's non-highly compensated work force.

     1.15 "Employer" means First Federal Savings & Loan Association of
Anderson and any successor which shall maintain this Plan; and any predecessor
which has maintained this Plan. The Employer is a corporation, with principal
offices in the State of South Carolina.

     1.16 "Excess Aggregate Contributions" means, with respect to any Plan
Year, the excess of the aggregate amount of the Employer matching
contributions made pursuant to Section 4.1(b) and any qualified non-elective
contributions or elective deferrals taken into account pursuant to Section
4.7(c) on behalf of Highly Compensated Participants for such Plan Year, over
the maximum amount of such contributions permitted under the limitations of
Section 4.7(a).

     1.17 "Excess Contributions" means, with respect to a Plan Year, the
excess of Elective Contributions made on behalf of highly Compensated
Participants for the Plan Year over the maximum amount of such contributions
permitted under Section 4.5(a).  Excess Contributions shall be treated as an
"annual addition" pursuant to Section 4.9(b).

     1.18 "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 4.2(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 4.9(b).

                                        4

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

     1.20 "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.

     1.21 "Fiscal Year" means the Employer's accounting year of 12 months
commencing on July 1st of each year and ending the following June 30th.

     1.22 "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. Restoration of such amounts shall
occur pursuant to Section 6.4.  In addition, the term Forfeiture shall also
include amounts deemed to be Forfeitures pursuant to any other provision of
this Plan.

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

                                       5

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     1.24 "415 Compensation" means compensation as defined in Section 4.9(d).

     1.25 "414(s) Compensation" with respect to any Employee means his
Deferred Compensation plus "415 Compensation" paid during a Plan Year.  The
amount of "414(s) Compensation" with respect to any Employee shall include
"414(s) Compensation" during the entire twelve (12) month period ending on the
last day of such Plan Year.

     For purposes of this Section, the determination of "414(s) Compensation"
shall be made by including salary reduction contributions made on behalf of an
Employee to a plan maintained under Code Section 125.

     "414(s) 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).

     1.26 "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  
         1.32(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.  For the purpose of determining the number of          
         officers, Employees described

                                       6

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         in Section 1.55(a), (b), (c) and (d) shall be excluded, but such      
         Employees shall still be considered for the purpose of identifying    
         the particular Employees who are officers.  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.

     For purposes of this Section, the determination of "415 Compensation"
shall be based only on "415 Compensation" which is actually paid and 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, by including amounts that would
otherwise be excluded from a Participant's gross income by reason of the
application of 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)(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, 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.  Highly
Compensated Former Employees shall be treated as Highly

                                       7

PAGE
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Compensated Employees without regard to whether they performed services during
the "determination year".

     1.27 "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 1.26.  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.

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

     1.29 "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.  These hours will be credited to the
employee for the computation period or periods to which the award or
agreement pertains rather than the computation period in which the award,
agreement or payment is made.  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

                                       8

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<PAGE>
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.

     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 are 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 l-Year
Break in Service, and employment commencement date (or reemployment
commencement date).  In addition, Hours of Service will be credited for
employment with other Affiliated Employers.  The provisions of Department of
Labor regulations 2530.200b-2(b) and (c) are incorporated herein by reference.

     1.30 "Income" means the income allocable to "excess amounts" which shall
equal the sum of the allocable gain or loss for the "applicable computation
period" and the allocable gain or loss for the period between the end of the
"applicable computation period" and the date of distribution ("gap period").
The income allocable to "excess amounts" for the "applicable computation
period" and the "gap period" is calculated separately and is determined by
multiplying the income for the "applicable computation period" or the "gap
period" by a fraction. The numerator of the fraction is the "excess amount"
for the "applicable computation period".  The denominator of the fraction is
the total "account balance" attributable to "Employer contributions" as of the
end of the "applicable computation period" or the "gap period", reduced by the
gain allocable to such total amount for the "applicable computation period" or
the "gap period" and increased by the loss allocable to such total amount for
the "applicable computation period" or the "gap period".  The provisions of
this Section shall be applied:

               (a)  For purposes of Section 4.2(f), by substituting:

                                       9

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<PAGE>
               (1)  "Excess Deferred Compensation" for "excess amounts";

               (2)  "taxable year of the Participant" for "applicable          
               computation period";

               (3)  "Deferred Compensation" for "Employer contributions"; and

               (4)  "Participant's Elective Account" for "account balance".

               (b)  For purposes of Section 4.6(a), by substituting:

               (1)  "Excess Contributions" for "excess amount";

               (2)  "Plan Year" for "applicable computation period";

               (3)  "Elective Contributions" for "Employer contributions"; and

               (4)  "Participant's Elective Account" for "account balance".

               (c)  For purposes of Section 4.8(a), by substituting:

               (1)  "Excess Aggregate Contributions" for "excess amounts";

               (2)  "Plan Year" for "applicable computation period";

               (3)  "Employer matching contributions made pursuant to Section  
               4.1(b) and any qualified non-elective contributions or elective 
               deferrals taken into account pursuant to Section 4.7(c)" for    
               "Employer contribution"; and

               (4)  "Participant's Account" for "account balance".
               
     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
amounts" for

                                       10

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<PAGE>
the "applicable computation period" 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 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".

     1.31 "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.

     1.32 "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

                                       11

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<PAGE>
          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.

               (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 based only on "415 Compensation" which is actually paid and 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, by including amounts that would
otherwise be excluded from a Participant's gross income by reason of the
application of Code Section 403(b).

     1.33 "Late Retirement Date" means the first day of the month coinciding
with or next following a Participant's actual Retirement Date after having
reached his Normal Retirement Date.

                                       12

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<PAGE>
     1.34 "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:

               (a)  such employee is covered by a money purchase pension plan  
          providing:

               (1)  a non-integrated employer contribution rate of at least    
               10% 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.

               (b)  Leased Employees do not constitute more than 20% of the    
          recipient's non-highly compensated work force.

     1.35 "Non-Elective Contribution" means the Employer's contributions to
the Plan excluding, however, contributions made pursuant to the Participant's
deferral election provided for in Section 4.2 and any Qualified Non-Elective
Contribution. 

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

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

                                       13

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<PAGE>
     1.38 "Normal Retirement Date" means the first day of the month nearest
the Participant's Normal Retirement Age (65th birthday).  A Participant shall 
become fully Vested in his Account upon attaining his Normal Retirement Age.

     1.39 "l-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 l-Year Break in Service, Hours of Service shall be
recognized for "authorized leaves of absence" and "maternity and paternity
leaves of absence."  Years of Service and l-Year Breaks in Service shall be
measured on the same computation period.

     "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
l-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.

     1.40 "Participant" means any Eligible Employee who participates in the
Plan as provided in Sections 3.2 and 3.3, and has not for any reason become
ineligible to participate further in the Plan.

                                       14

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<PAGE>
     1.41 "Participant's 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 Non-Elective
Contributions.

     A separate accounting shall be maintained with respect to that portion of
the Participants Account attributable to Employer matching contributions made
pursuant to Section 4.1(b) and Employer discretionary contributions made
pursuant to Section 4.1(d).

     1.42 "Participant's Combined Account" means the total aggregate amount of
each Participant's Elective Account and Participant's Account.

     1.43 "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.  A separate accounting shall be maintained with respect to that
portion of the Participant's Elective Account attributable to Elective
Contributions pursuant to Section 4.2 and any Employer Qualified Non-Elective
Contributions.

     1.44 "Plan" means this instrument, including all amendments thereto.

     1.45 "Plan Year" means the Plan's accounting year of twelve (12) months
commencing on January 1st of each year and ending the following December 31st.

     1.46 "Pre-Retirement Survivor Annuity" is an immediate annuity for the
life of the Participant's spouse the payments under which must be equal to the
amount of benefit which can be purchased with the accounts of a Participant
used to provide the death benefit under the Plan.

     1.47 "Qualified Non-Elective Contribution" means the Employer's
contributions to the Plan that are made pursuant to Section 4.1(c) and Section
4.6.  Such contributions shall be considered an Elective Contribution for the
purposes of the Plan and used to satisfy the "Actual Deferral Percentage"
tests.

     In addition, the Employer's contributions to the Plan that are made
pursuant to Section 4.8(g) which are used to satisfy the "Actual Contribution
Percentage" tests shall be considered Qualified Non-Elective Contributions and
be subject to the provisions of Sections 4.2(b) and 4.2(c).

                                        15

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

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

     1.50 "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).

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

     1.52 "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.

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

     1.54 "Top Heavy Plan Year" means a Plan Year during which the Plan is a
Top Heavy Plan.

     1.55 "Top Paid Group" means the top 20 percent of Employees who performed
services for the Employer during the applicable year, ranked according to the
amount of "415 Compensations (determined for this purpose in accordance with
Section 1.26) received from the Employer during such year.  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.  Employees who are non-resident aliens and 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;

                                       16

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<PAGE>
               (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.

     1.56 "Total and Permanent Disability" means a physical or mental
condition of a Participant resulting from bodily injury, disease, or mental
disorder which renders him incapable of continuing any gainful occupation and
which condition constitutes total disability under the federal Social Security
Acts.

     1.57 "Trustee" means the person or entity named as trustee herein or in
any separate trust forming a part of this Plan, and any successors.

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

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

     1.60 "Year of Service" means the computation period of twelve (12)
consecutive months, herein set forth, during which an Employee has 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.  The participation computation period beginning after a l-Year
Break in Service shall be measured from the date on which an Employee again
performs an Hour of Service.  The participation computation period shall shift
to the Plan Year which includes the anniversary of

                                       17

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<PAGE>
the date on which the Employee first performed an Hour of Service.  An
Employee who is credited with the required Hours of Service in both the
initial computation period (or the computation period beginning after a l-Year
Break in Service) and the Plan Year which includes the anniversary of the date
on which the Employee first performed an Hour of Service, shall be credited
with two (2) Years of Service for purposes of eligibility to participate.

     For vesting purposes, the computation period shall be the Plan Year,
including periods prior to the Effective Date of the Plan.

     For all other purposes, the computation period shall be the Plan Year.

     Years of Service with any Affiliated Employer shall be recognized.

                              ARTICLE II
                     TOP HEAVY 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 special minimum allocation requirements of Code Section 416(c) pursuant to
Section 4.4 of the Plan.

     2.2  DETERMINATION OF TOP HEAVY STATUS

               (a) This Plan shall be a Top Heavy Plan for any Plan Year 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

                                       18

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<PAGE>
          includes this Plan is a Top 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 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 the sum of:

               (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)  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 due on 
               or 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)  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.  Notwithstanding anything herein to   
               the contrary, all distributions, including distributions made   
               prior

                                       19

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<PAGE>
               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 purposes of 
               this paragraph.

               (4) 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.

               (5)  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.

               (6)  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.
 
               (7)  For the purposes of determining whether two employers are  
               to be treated as the same employer in (5) and (6) 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.

                                       20

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               (1)  Required Aggregation Group:  In determining a Required     
               Aggregation Group hereunder, each Plan of the Employer 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 plan of the Employer which enables   
               any 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 be 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 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  
               be 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 are 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.

                                       21

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<PAGE>
               (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 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.

               (g)  "Top Heavy Groups 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.

     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

                                       22

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<PAGE>
          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 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
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.

                                      23

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     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 she
Plan in accordance with its terms and shall have the power and discretion to
construe the terms of the Plan and to 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;

               (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;

                                       24

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<PAGE>
               (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;

               (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 Plan; 

               (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   
          as required by the Act and Regulations thereunder;

               (j)  to prepare and implement a procedure to notify Eligible    
          Employees that they may elect to have a portion of their             
          Compensation deferred or paid to them in cash;

               (k)  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.

                                       25

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<PAGE>
     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.

     2.12 CLAIMS PROCEDURE

     Claims for benefits under the Plan may be filed with the Administrator on
forms supplied by the Employer.  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.

                                       26

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<PAGE>
     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 (on a form which may be obtained
from the Administrator) a request for a hearing.  Such request, together with
a written statement of the reasons why the claimant believes his claim should
be 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 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 who has completed six (6) Months of Service and has
attained age twenty and one-half shall be eligible to participate hereunder as
of the date he has satisfied such requirements.  The Employer shall give each
prospective Eligible Employee written notice of his eligibility to participate
in the Plan prior to the close of the Plan Year in which he first becomes
an Eligible Employee.

                                       27

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<PAGE>
     For purposes of this Section, an Eligible Employee will be deemed to have
completed six (6) Months of Service if he is in the employ of the Employer at
any time six (6) months after his employment commencement date.  Employment
commencement date shall be the first day that he is entitled to be credited
with an Hour of Service for the performance of duty.

     3.2  APPLICATION FOR PARTICIPATION

     In order to become a Participant hereunder, each Eligible Employee shall
make application to the Employer for participation in the Plan and agree to
the terms hereof.  Upon the acceptance of any benefits under this Plan, such
Employee shall automatically be deemed to have made application and shall be
bound by the terms and conditions of the Plan and all amendments hereto.

     3.3  EFFECTIVE DATE OF PARTICIPATION

     An Eligible Employee shall become a Participant effective as of the first
day of the Plan Year next following the date on which such Employee met the
eligibility requirements of Section 3.1, provided said Employee was still
employed as of such date (or if not employed on such date, as of the date of
rehire if a l-Year Break in Service has not occurred).

     3.4  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.

     3.5  TERMINATION OF ELIGIBILITY

               (a) 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.

                                       28

<PAGE>
<PAGE>
               (b)  In the event a Participant is no longer a member of an     
          eligible class of Employees and becomes ineligible to participate    
          but has not incurred a l-Year Break in Service, such Employee will   
          participate immediately upon returning to an eligible class of       
          Employees.  If such Participant incurs a l-Year Break in Service,    
          eligibility will be determined under the break in service rules of   
          the Plan.

               (c)  In the event an Employee who is not a member of an         
          eligible class of Employees becomes a member of an eligible class,   
          such Employee will participate immediately if such Employee has      
          satisfied the minimum age and service requirements and would have    
          otherwise previously become a Participant.

     3.6  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 with respect to the
omitted Employee in the amount which the said Employer would have contributed
with respect to him 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.

     3.7  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 (except for Deferred Compensation which shall be distributed to the
ineligible person) for the Plan Year in which the discovery is made.

                                       29

<PAGE>
<PAGE>
     3.8  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.

                               ARTICLE IV
                       CONTRIBUTION AND ALLOCATION

     4.1  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 4.2(a), which amount shall be  
          deemed an Employer's Elective Contribution.

               (b)  On behalf of each Participant who is eligible to share in  
          matching contributions for the Plan Year, a matching contribution    
          equal to 100% of the first 6% of each such Participant's Deferred    
          Compensation and 50% of the next 4% of each such Participant's       
          Deferred Compensation, which amount shall be deemed an Employer's    
          Non-Elective Contribution.

                    Except, however, in applying the matching percentage       
          specified above, only salary reductions up to 10% of Compensation    
          shall be considered.

               (c)  On behalf of each Non-Highly Compensated Participant who   
          is eligible to share in the Qualified Non-Elective Contribution for  
          the Plan Year, a discretionary Qualified Non-Elective Contribution   
          equal to a percentage of each eligible individual's Compensation,    
          the exact percentage to be determined each year by the Employer.     
          The Employer's Qualified NonElective Contribution shall be deemed an 
          Employer's Elective Contribution.

               (d)  A discretionary amount, which amount shall be deemed an    
          Employer's Non-Elective Contribution.

               (e)  Notwithstanding the foregoing, however, the Employer's     
          contributions for any Plan Year shall not exceed the maximum amount  
          allowable as a deduction to

                                       30

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<PAGE>
          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 the amount which is deductible under 
          Code Section 404.

     4.2  PARTICIPANT'S SALARY REDUCTION ELECTION

               (a)  Each Participant may elect to defer his Compensation which 
          would have been received in the Plan Year, but for the deferral      
          election, by up to 15%.  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 arrangement, or the date such  
          arrangement first became effective.

               The amount by which Compensation is reduced shall be that       
          Participant's Deferred Compensation and be treated as an Employer    
          Elective Contribution and allocated to that Participant's Elective   
          Account.

               (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 may not 
          be distributable earlier than:

               (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 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;

                                       31

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<PAGE>
               (4)  the date of disposition 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)) used in a 
               trade or business of such corporation if such corporation       
               continues to maintain this Plan after the disposition with      
               respect to a Participant who continues employment with the      
               corporation acquiring such assets; or

               (5)  the date of disposition by the Employer or an Affiliated   
               Employer who maintains the Plan of its interest in a subsidiary 
               (within the meaning of Code Section 409(d)(3)) to an entity     
               which is not an Affiliated Employer but only with respect to a  
               Participant who continues employment with such subsidiary.

               (d)  In any Plan Year, 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, during any   
          taxable year, the limitation imposed by Code Section 402(g), as in   
          effect at the beginning of such taxable year.  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, 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, 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)-l(b)) under another qualified cash or deferred arrangement  
          (as defined in Code Section 401(k)), a simplified employee pension   
          (as

                                       32

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<PAGE>
          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 1 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 may  
          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.  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.

               (g)  Notwithstanding Section 4.2(f) above, a Participant's      
          Excess Deferred Compensation shall be reduced, but not below zero,   
          by any distribution of Excess Contributions pursuant to Section      
          4.6(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 
          additional benefits to the Participant or his Beneficiary.

                                       33

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<PAGE>
               (i)  All amounts allocated to a Participants Elective Account   
          may be treated as a Directed Investment Account pursuant to Section  
          4.12.

               (j)  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 4.4   
          have been made.

               (k)  The Employer and the Administrator shall implement the     
          salary reduction elections provided for herein in accordance with    
          the following:

               (1)  A Participant may commence making elective deferrals to    
               the Plan only after first satisfying the eligibility and        
               participation requirements specified in Article III.  However,  
               the Participant must make his initial salary deferral election  
               within a reasonable time, not to exceed thirty (30) days, after 
               entering the Plan pursuant to Section 3.3.  If the Participant  
               fails to make an initial salary deferral election within such   
               time, then such Participant may thereafter make an election in  
               accordance with the rules governing modifications.  The         
               Participant shall make such an election by entering into a      
               written salary reduction agreement with the Employer and filing 
               such agreement with the Administrator.  Such election shall     
               initially be effective beginning with the pay period following  
               the acceptance of the salary reduction agreement by the         
               Administrator, shall not have retroactive effect and shall      
               remain in force until revoked.

               (2)  A Participant may modify a prior election during the Plan  
               Year and concurrently make a new election by filing a written   
               notice with the Administrator within a reasonable time before   
               the pay period for which such modification is to be effective.  
               However, modifications to a salary deferral election shall only 
               be permitted semi-annually, during election periods established 
               by the Administrator prior to the first day of a Plan Year and  
               the first day of the

                                       34

<PAGE>
<PAGE>
               seventh month of a Plan Year.  Any modification shall not have  
               retroactive effect and shall remain in force until revoked.

               (3)  A Participant may elect to prospectively revoke his salary 
               reduction agreement in its entirety at any time during the Plan 
               Year by providing the Administrator with thirty (30) days       
               written notice of such revocation (or upon such shorter notice  
               period as may be acceptable to the Administrator).  Such        
               revocation shall become effective as of the beginning of the    
               first pay period coincident with or next following the          
               expiration of the notice period.  Furthermore, the termination  
               of the Participant's employment, or the cessation of            
               participation for any reason, shall be deemed to revoke any     
               salary reduction agreement then in effect, effective            
               immediately following the close of the pay period within which  
               such termination or cessation occurs.

     4.3  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 filing of the Employer's federal income tax return
for the Fiscal Year.

     However, 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.

     4.4  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 all amounts allocated to each     
          such Participant as set forth herein.

                                       35

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               (b)  The Employee 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)  with respect to the Employer's Elective Contribution made  
               pursuant to Section 4.l(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 Non-Elective Contribution   
               made pursuant to Section 4.l(b), to each Participant's Account  
               in accordance with Section 4.1(b).

               Any Participant actively employed during the Plan Year shall be 
               eligible to share in the matching contribution for the Plan     
               Year.

               (3)  With respect to the Employer's Qualified Non-Elective      
               Contribution made pursuant to Section 4.1(c), to each           
               Participant's Elective Account in accordance with Section       
               4.1(c).

               Only Non-Highly Compensated Participants who are actively       
               employed on the last day of the Plan Year shall be eligible to  
               share in the Qualified Non-Elective Contribution for the year.

               (4)  With respect to the Employer's Non-Elective Contribution   
               made pursuant to Section 4.l(d), 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.

               Only Participants who are actively employed on the last day of  
               the Plan Year shall be eligible to share in the discretionary   
               contribution for the year.

               (c)  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

                                       36

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<PAGE>
          Participants, if any, in accordance with Section 6.4(f).  The        
          remaining Forfeitures, if any, shall be allocated to Participants'   
          Accounts in the following manner:

               (1)  Forfeitures attributable to Employer matching              
               contributions made pursuant to Section 4.1(b) shall be          
               allocated among the Participants' Accounts in the same          
               proportion that each such Participant's Compensation for the    
               year bears to the total Compensation of all Participants for    
               the year.

               Except, however, Participants who are not eligible to share in  
               matching contributions for a Plan Year shall not share in Plan  
               Forfeitures attributable to Employer matching contributions for 
               that year, unless required pursuant to Section 4.4(j).

               (2)  Forfeitures attributable to Employer discretionary         
               contributions made pursuant to Section 4.1(d) shall be          
               allocated among the Participants' Accounts of Participants      
               otherwise eligible to share in the allocation of discretionary  
               contributions for the year in the same proportion that each     
               such Participant's Compensation for the year bears to the total 
               Compensation of all such Participants for the year.

               Provided, however, that in the event the allocation of          
          Forfeitures provided herein shall cause the "annual addition"        
          (as defined in Section 4.9) to any Participant's Account to          
          exceed the amount allowable by the Code, the excess shall be         
          reallocated in accordance with Section 4.10.

               (d)  For any Top Heavy Plan Year, Non-Key Employees not         
          otherwise eligible to share in the allocation of contributions and   
          Forfeitures as provided above, shall receive the minimum allocation  
          provided for in Section 4.4(h) if eligible pursuant to the           
          provisions of Section 4.4(j).

               (e)  Participants who are not actively employed on the last day 
          of the Plan Year due to Retirement (Early, Normal or Late), Total    
          and Permanent Disability or death shall share in the allocation of   
          contributions

                                       37

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<PAGE>
          and Forfeitures for that Plan Year only if otherwise eligible in     
          accordance with this Section.

               (f)  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.

               Participants' transfers from other qualified plans deposited in 
          the general Trust Fund after a valuation date shall not share in any 
          earnings and losses (net appreciation or net depreciation) of the    
          Trust Fund for such period.  Each segregated account maintained on   
          behalf of a Participant shall be credited or charged with its        
          separate earnings and losses.

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

               (h)  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 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, in determining       
          whether a Non-Key Employee has received the required

                                       38

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<PAGE>
          minimum allocation, such Non-Key Employee's Deferred Compensation    
          and matching contributions needed to satisfy the "Actual             
          Contribution Percentage" tests pursuant to Section 4.7(a) shall not  
          be taken into account.

               However, no such minimum allocation shall be required in this   
          Plan for any Non-Key Employee who participates in another defined    
          contribution plan subject to Code Section 412 providing such         
          benefits included with this Plan in a Required Aggregation Group.

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

               (j)  For any Top Heavy Plan Year, the minimum allocations set   
          forth above 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; and (2) 
          declined to make mandatory contributions (if required) or, in the    
          case of a cash or deferred arrangement, elective contributions to    
          the Plan.

               (k)  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)).

               (l)  Notwithstanding anything herein to the contrary,           
          Participants who terminated employment for any reason 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.

               (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

                                       39

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<PAGE>
               (2)  one account representing his status in the Plan            
               attributable to post-break service.

               (n)  Notwithstanding anything to the contrary, for Plan Years   
          beginning after December 31, 1989, if this is a 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.

               (3)  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

                                       40

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<PAGE>
              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.

     4.5  ACTUAL DEFERRAL PERCENTAGE TESTS

               (a)  Maximum Annual Allocation:  For each Plan Year, the annual 
           allocation derived from Employer Elective Contributions to a        
           Participant's 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)-l(b) are incorporated herein by reference.

               However, in order to prevent the multiple use of the            
               alternative method described in (2) above and in Code Section   
               401(m)(9)(A), any Highly Compensated Participant eligible to    
               make elective deferrals pursuant to Section 4.2 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.

               (b)  For the purposes of this Section "Actual Deferral          
          Percentage" means, with respect to the Highly Compensated            
          Participant group and Non-Highly

                                       41

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<PAGE>
          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 allocated to each      
          Participant's 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 shall be calculated to the nearest        
          one-hundredth of one percent.  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 Employee 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", 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 (l) above.

                                       42

<PAGE>
<PAGE>
               (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 Sections 4.5(a) and 4.6, a Highly      
          Compensated Participant and a Non-Highly Compensated Participant     
          shall include any Employee eligible to make a deferral election      
          pursuant to Section 4.2, whether or not such deferral election was   
          made or suspended pursuant to Section 4.2.

               (e)  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 410(b)(2)(A)(ii)), 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 case, 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, an employee stock ownership plan     
          described in Code Section 4975(e)(1) 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).

               (f)  For the purposes of this Section, if a Highly Compensated  
          Participant is a Participant under two 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)) of the Employer or an Affiliated Employer, all such cash 
          or deferred arrangements shall be treated as one cash or deferred    
          arrangement for the

                                       43

<PAGE>
<PAGE>
          purpose of determining the actual deferral ratio with respect to     
          such Highly Compensated Participant.  However, 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.

     4.6  ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

     In the event that the initial allocations of the Employer's Elective
Contributions made pursuant to Section 4.4 do not satisfy one of the tests set
forth in Section 4.5(a), 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 until one of the  
          tests set forth in Section 4.5(a) 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 4.5(a) is satisfied.  For each Highly Compensated         
          Participant, the amount of Excess Contributions is equal to the      
          Elective Contributions 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     
          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.

               (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;

                                       44

<PAGE>
<PAGE>
                    (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 adjusted for Income; and

                    (iv) shall be designated by the Employer as a distribution 
                    of Excess Contributions (and Income).

               (2)  Any distribution of less than the entire amount of Excess  
               Contributions shall be treated as a pro rata distribution of    
               Excess Contributions and Income.

               (3)  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 4.5(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        
                    4.5(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

                                       45

<PAGE>
<PAGE>
                    Participants whose Elective 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 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 4.5(a).  
          Such contribution shall be allocated to the Participant's 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.

     4.7  ACTUAL CONTRIBUTION PERCENTAGE TESTS

               (a)  The "Actual Contribution Percentage" 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

               (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, 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 4.2 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    
          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 Code Section   
          401(m) and Regulations 1.401(m)-l(b) and 1.401(m)-2 are              
          incorporated herein by reference.

                                       46

<PAGE>
<PAGE>
               (b)  For the purposes of this Section and Section 4.8, "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 4.1(b) on behalf of each such Participant for such   
               Plan Year; to

               (2)  the Participant's "414(s) Compensation" for such Plan      
               Year.

               (c)  For purposes of determining the "Actual Contribution       
          Percentage" and the amount of Excess Aggregate Contributions         
          pursuant to Section 4.8(d), only Employer matching                   
          contributions 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           
          pursuant to Section 4.1(b) allocated to their accounts,              
          elective deferrals (as defined in Regulation 1.402(g)-l(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)-l(b)(2) which is        
          incorporated herein by reference.  However, 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

                                       47

<PAGE>
<PAGE>
               aggregating Employer matching contributions made pursuant to    
               Section 4.l(b) 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 4.1(b) and "414(s) Compensation" of all eligible Family 
               Members (including Highly Compensated Participants).  However,  
               in applying the $200,000 limit to "414(s) Compensation", 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 4.1(b) 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)), 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 (e) only if   
          they have the same plan year.

                                       48

<PAGE>
<PAGE>
               Notwithstanding the above, 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)) 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, 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 Sections 4.7(a) and 4.8, a Highly          
          Compensated Participant and Non-Highly Compensated Participant shall 
          include any Employee eligible to have Employer matching              
          contributions pursuant to Section 4.1(b) (whether or not a deferral  
          election was made or suspended pursuant to Section 4.2(e)) allocated 
          to his account for the Plan Year.

4.8 ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

               (a)  In the event that 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 4.7(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 Vested portion of Excess Aggregate Contributions (and     
          Income allocable to such contributions) or, if forfeitable, forfeit  
          such non-Vested Excess Aggregate Contributions (and Income allocable 
          to such Forfeitures) until either one of the tests set forth in      
          Section 4.7(a) is satisfied, or until his actual contribution ratio  
          equals the actual contribution ratio of the Highly Compensated       
          Participant having the second highest

                                       49

<PAGE>
<PAGE>
          actual contribution ratio.  This process shall continue until one of 
          the tests set forth in Section 4.7(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 4.6(a)(1);

               (2)  Remaining Employer matching contributions.

               (b)  Any distribution and/or Forfeiture of less than the entire 
          amount of Excess Aggregate Contributions (and Income) shall be       
          treated as a pro rata distribution and/or Forfeiture 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 4.4.  However, no such Forfeiture may be     
          allocated to a Highly Compensated Participant whose contributions    
          are reduced pursuant to this Section.

               (c)  Excess Aggregate 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 each Highly Compensated Participant, the amount of     
          Excess Aggregate Contributions is equal to the total Employer        
          matching contributions made pursuant to Section 4.1(b) and any       
          qualified non-elective contributions or elective deferrals taken     
          into account pursuant to Section 4.7(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. 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 4.1(b) and any qualified non-elective       
          contributions or elective deferrals taken into account pursuant to   
          Section 4.7(c) on behalf of such Highly Compensated Participant for  
          such Plan Year.

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<PAGE>
               (e)  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.

               (f)  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 4.7(d)(1)(ii), 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 4.1(b) and any qualified non-elective       
               contributions or elective deferrals taken into account pursuant 
               to Section 4.7(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 4.7(d)(1)(i), 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  
               4.1(b) and any qualified non-elective contributions or elective 
               deferrals taken into account pursuant to Section 4.7(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

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               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 4.1(b) 
               and any qualified non-elective contributions or elective        
               deferrals taken into account pursuant to Section 4.7(c).

               (g)  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 4.7(a).  Such contribution shall be allocated to    
          the Participant's 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 4.5(a).

     4.9  MAXIMUM ANNUAL ADDITIONS

               (a)  Notwithstanding the foregoing, the maximum "annual         
          additions" credited to a Participant's accounts for any "limitation  
          year" shall equal the lesser of:  (1) $30,000 (or, if greater,       
          one-fourth of the dollar limitation in effect under Code Section     
          415(b)(1)(A)) or (2) twenty-five percent (25%) of the Participant's  
          "415 Compensation" for such "limitation year".

               (b)  For purposes of applying the limitations of Code Section   
          415, "annual additions" means the sum credited to a Participant's    
          accounts for any "limitation year" of (1) Employer contributions,    
          (2) 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 plan (as defined in Code Section 419(e))

                                       52

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          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).

               (c)  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 4.9(b)(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) (mandatory contributions); and (5)         
          Employee contributions to a simplified employee pension excludable   
          from gross income under Code Section 408(k)(6).
 
               (d)  For purposes of applying the limitations of Code Section   
          415, "415 Compensation" shall include the Participant's wages,       
          salaries, fees for professional service and other amounts for        
          personal services actually rendered in the course of employment with 
          an Employer maintaining the Plan (including, but not limited to,     
          commissions paid salesmen, compensation for services on the basis of 
          a percentage of profits, commissions on insurance premiums, tips and 
          bonuses and in the case of a Participant who is an Employee within   
          the meaning of Code Section 401(c)(1) and the regulations            
          thereunder, the Participant's earned income (as described in Code    
          Section 401(c)(2) and the regulations thereunder)) paid or accrued   
          during the "limitation year".

               "415 Compensation" shall exclude (1)(A) contributions made by   
          the Employer to a plan of deferred compensation to the extent that,  
          before the application of the Code Section 415 limitations to the    
          Plan, the contributions are not includable in the gross income of    
          the Employee for the taxable year in which contributed, (B)          
          contributions made by the Employer to

                                       53

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<PAGE>
         a plan of deferred compensation to the extent that all or a portion   
         of such contributions are recharacterized as a voluntary Employee     
         contribution, (C) Employer contributions made on behalf of an         
         Employee to a simplified employee pension plan described in Code      
         Section 408(k) to the extent such contributions are excludable from   
         the Employee's gross income, (D) any distributions from a plan of     
         deferred compensation regardless of whether such amounts are          
         includable in the gross income of the Employee when distributed       
         except any amounts received by an Employee pursuant to an unfunded    
         non-qualified plan to the extent such amounts are includable in the   
         gross income of the Employee; (2) amounts realized from the exercise  
         of a non-qualified stock option or when restricted stock (or          
         property) held by an 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  
         receive special tax benefits, such as premiums for group term life    
         insurance (but only to the extent that the premiums are not           
         includable in the gross income of the Employee), or contributions     
         made by the Employer (whether or not under a salary reduction         
         agreement) towards the purchase of any annuity contract described in  
         Code Section 403(b) (whether or not the contributions are excludable  
         from the gross income of the Employee).  For the purposes of this     
         Section, the determination of "415 Compensation" shall be made by not 
         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).

               (e)  For purposes of applying the limitations of Code Section   
          415, the "limitation year" shall be the Plan Year.

               (f)  The dollar limitation under Code Section 415(b)(1)(A)      
          stated in paragraph (a)(l) above shall be adjusted annually as       
          provided in Code Section 415(d) pursuant to the Regulations.  The    
          adjusted limitation is effective as of January 1st of each calendar  
          year and is applicable to "limitation years" ending with or within   
          that calendar year.

                                       54

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<PAGE>
               (g)  For the purpose of this Section, ali qualified defined     
          benefit plans (whether terminated or not) ever maintained by the     
          Employer shall be treated as one defined benefit plan, and all       
          qualified defined contribution plans (whether terminated or not)     
          ever maintained by the Employer shall be treated as one defined      
          contribution plan.

               (h)  For the purpose of this Section, if the Employer is a      
          member of a controlled group of corporations, trades or businesses   
          under common control (as defined by Code Section 1563(a) or Code     
          Section 414(b) and (c) as modified by Code Section 415(h)), is a     
          member of an affiliated service group (as defined by Code Section    
          414(m)), or is a member of a group of entities required to be        
          aggregated pursuant to Regulations under Code Section 414(o), all    
          Employees of such Employers shall be considered to be employed by a  
          single Employer.

               (i)  For the purpose of this Section, if this Plan is a Code    
          Section 413(c) plan, all Employers of a Participant who maintain     
          this Plan will be considered to be a single Employer.

               (j)(1)  If a Participant participates in more than one          
          defined contribution plan maintained by the Employer which have      
          different Anniversary Dates, the maximum "annual additions" under    
          this Plan shall equal the maximum "annual additions" for the         
          "limitation year" minus any "annual additions" previously credited   
          to such Participant's accounts during the "limitation year".

               (2)  If a Participant participates in both a defined            
          contribution plan subject to Code Section 412 and a defined          
          contribution plan not subject to Code Section 412 maintained by the  
          Employer which have the same Anniversary Date, "annual additions"    
          will be credited to the Participant's accounts under the defined     
          contribution plan subject to Code Section 412 prior to crediting     
          "annual additions" to the Participant's accounts under the defined   
          contribution plan not subject to Code Section 412.

               (3)  If a Participant participates in more than one defined     
          contribution plan not subject to Code Section 412 maintained by the  
          Employer which have

                                       55

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<PAGE>
          the same Anniversary Date, the maximum "annual additions" under this 
          Plan shall equal the product of (A) the maximum "annual additions"   
          for the "limitation year" minus any "annual additions" previously    
          credited under subparagraphs (1) or (2) above, multiplied by (B) a   
          fraction (i) the numerator of which is the "annual additions" which  
          would be credited to such Participant's accounts under this Plan     
          without regard to the limitations of Code Section 415 and (ii) the   
          denominator of which is such "annual additions" for all plans        
          described in this subparagraph.

               (k)  If an Employee is (or has been) a Participant in one or    
          more defined benefit plans and one or more defined contribution      
          plans maintained by the Employer, the sum of the defined benefit     
          plan fraction and the defined contribution plan fraction for any     
          "limitation year" may not exceed 1.0.

               (l)  The defined benefit plan fraction for any "limitation      
          year" is 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 the 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 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 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.

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<PAGE>
               (m)  The defined contribution plan fraction for any "limitation 
          year" is 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 
          Employee contributions to all 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 dollar limitation          
          determined under Code Sections 415(b) and (d) in effect under Code   
          Section 415(c)(1)(A) or 35 percent of the Participant's Compensation 
          for such year.

               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 6, 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 6, 1986, but using the Code Section 415 limitation    
          applicable to the first "limitation year" beginning on or after      
          January 1, 1987.  The annual addition for any "limitation year"      
          beginning before January 1, 1987 shall not be recomputed to treat    
          all Employee contributions as annual additions.

                                       57

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<PAGE>
               (n)  Notwithstanding the foregoing, for any "limitation year"   
          in which the Plan is a Top Heavy Plan, 100% shall be substituted for 
          125% in Sections 4.9(1) and 4.9(m) unless the extra minimum          
          allocation is being provided pursuant to Section 4.4.  However, for  
          any "limitation year" in which the Plan is a Super Top Heavy Plan,   
          100% shall be substituted for 125% in any event.

               (o)  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.

     4.10 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

               (a)  If, as a result of the allocation of Forfeitures, a        
          reasonable error in estimating a Participant's Compensation 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 "annual additions" to be exceeded for any Participant, the   
          Administrator shall (1) return any voluntary Employee contributions  
          credited for the "limitation year" to the extent that the return     
          would reduce the "excess amount" in the Participant's accounts (2)   
          hold any "excess amount" remaining after the return of any voluntary 
          Employee contributions in a "Section 415 suspense account" (3) use   
          the "Section 415 suspense account" in the next "limitation year"     
          (and succeeding "limitation years" if necessary) to reduce Employer  
          contributions for that Participant if that Participant is covered by 
          the Plan as of the end of the "limitation year", or if the           
          Participant is not so covered, allocate and reallocate the "Section  
          415 suspense account" in the next "limitation year" (and succeeding  
          "limitation years" if necessary) to all Participants in the Plan     
          before any Employer or Employee contributions which would constitute 
          "annual additions" are made to the Plan for such "limitation year"   
          (4) reduce Employer contributions to the Plan for such "limitation   
          year" by the amount of the "Section 415 suspense account" allocated  
          and reallocated during such "limitation year".

               (b)  For purposes of this Article, "excess amount" for any      
          Participant for a "limitation year"

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<PAGE>
          shall mean the excess, if any, of (1) the "annual additions" which   
          would be credited to his account under the terms of the Plan without 
          regard to the limitations of Code Section 415 over (2) the maximum   
          "annual additions" determined pursuant to Section 4.9.

               (c)  For purposes of this Section, "Section 415 suspense        
          account" shall mean an unallocated account equal to the sum of       
          "excess amounts" for all Participants in the Plan during the         
          "limitation year".  The "Section 415 suspense account" shall not     
          share in any earnings or losses of the Trust Fund.

               (d)  The Plan may not distribute "excess amounts", other than   
          voluntary Employee contributions, to Participants or Former          
          Participants.

4.11 TRANSFERS FROM QUALIFIED PLANS

               (a)  With the consent of the Administrator, amounts may be      
          transferred from other qualified plans by Employees, 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 Trust 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)  Except as permitted by Regulations (including Regulation   
          1.411(d)-4), 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)-l(d).

               (d)  At Normal Retirement Date, or such other date when the     
          Participant or his Beneficiary shall be

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          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 417 and 411(a)(11) 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 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 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)  All amounts allocated to a Participant's Rollover Account  
          may be treated as a Directed Investment Account pursuant to Section  
          4.12.

               (g)  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;

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          and (iv) amounts distributed to the Employee from a conduit          
          individual retirement account meeting the requirements of clause     
          (iii) above, and transferred by the Employee to this Plan within     
          sixty (60) days of the receipt thereof from such conduit individual  
          retirement account.

               (h)  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.

               (i)  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.

4.12 DIRECTED INVESTMENT ACCOUNT

               (a)  The Administrator, in his sole discretion, may determine   
          that all Participants be permitted to direct the Trustee as to the   
          investment of all or a portion of the Vested interest in any one or  
          more of their individual account balances.  If such authorization is 
          given by the Administrator, Participants may, subject to a procedure 
          established and applied in a uniform nondiscriminatory manner,       
          direct the Trustee in writing to invest the Vested portion of their  
          account in specific assets or other investments permitted under the  
          Plan.  That portion of the Vested account of any Participant so      
          directing will thereupon be considered a Directed Investment         
          Account, which shall not share in Trust Fund earnings.

               (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 his 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,

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          gains, losses and expenses as well as any appreciation or            
          depreciation in market value during each Plan Year attributable to   
          such account.

                                    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" prior to taking into
consideration any contribution to be allocated for that Plan Year.  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.

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                                  ARTICLE VI
                  DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1 DETERMINATION OF BENEFITS UPON RETIREMENT

     Every Participant may terminate his employment with the Employee and
retire for the purposes hereof on 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 4.4, shall continue until his Late Retirement Date.  Upon
a Participant's Retirement Date, or as soon thereafter as is practicable, the
Trustee shall distribute 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       
          Administrator shall direct the Trustee, in accordance with the       
          provisions of Sections 6.6 and 6.7, to distribute the value of the   
          deceased Participant's accounts to the Participant's Beneficiary.

               (b) Upon the death of a Former Participant, the Administrator   
          shall direct the Trustee, in accordance with the provisions of       
          Sections 6.6 and 6.7, to distribute any remaining amounts credited   
          to the accounts of a 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 death benefit shall be the       
          Participant's spouse, who shall receive such benefit in the form of  
          a Pre-Retirement

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          Survivor Annuity pursuant to Section 6.6.  Except, however, the      
          Participant may designate a Beneficiary other than his spouse 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.  In the event no valid 
          designation of Beneficiary exists at the time of the Participant's   
          death, the death benefit shall be payable to his estate.

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 Trustee, in
accordance with the provisions of Sections 6.5 and 6.7, shall distribute to
such Participant all amounts credited to such Participant's Combined Account
as though he had retired.

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6.4 DETERMINATION OF BENEFITS UPON TERMINATION

               (a) On or before the Anniversary Date coinciding with or        
          subsequent to the termination of a Participant's employment for any  
          reason other than death, Total and Permanent Disability or           
          retirement, the Administrator may direct the Trustee to segregate    
          the amount of the Vested portion of such Terminated Participant's    
          Combined Account and invest the aggregate amount thereof in a        
          separate, federally insured savings account, certificate of deposit, 
          common or collective trust fund of a bank or a deferred annuity.  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 4.4 until such time as a distribution is made to the         
          Terminated Participant. 

                   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 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 the      
          Trustee to cause the

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          entire Vested portion of the Terminated Participant's Combined       
          Account to be payable to such Terminated Participant 6 months after  
          termination of employment.  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 417 and 411(a)(11) and the 
          Regulations thereunder.

                   If the value of a Terminated Participant's Vested 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 shall direct the Trustee to cause    
          the entire Vested benefit to be paid to such Participant in a single 
          lump sum.

                   For purposes of this Section 6.4, if the value of a         
          Terminated Participant's Vested benefit is zero, the Terminated      
          Participant shall be deemed to have received a distribution of such  
          Vested benefit.

               (b) The Vested portion of any Participant's Account shall be a  
          percentage of the total amount credited to his Participant's Account 
          determined on the basis of the Participant's number of Years of      
          Service according to the following schedule:

                                  Vesting Schedule
                        Years of Service           Percentage
                               3                       20 %
                               4                       40 %
                               5                       60 %
                               6                       80 %
                               7                      100 %

               (c) Notwithstanding the vesting provided for in paragraph (b)   
          above, for any Top Heavy Plan Year, the Vested portion of the        
          Participant's Account of any Participant who has an Hour of Service  
          after the Plan becomes top heavy shall be a percentage of the total  
          amount credited to his Participant's Account determined on the basis 
          of the Participant's number of Years of Service according to the     
          following schedule:

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                                  Vesting Schedule
                        Years of Service           Percentage
                               2                       20 %
                               3                       40 %
                               4                       60 %
                               5                       80 %
                               6                      100 %

                   If in any subsequent Plan Year, the Plan ceases to be a Top 
          Heavy Plan, the Administrator shall revert to the vesting schedule   
          in effect before this Plan became a Top Heavy Plan.  Any such        
          reversion shall be treated as a Plan amendment pursuant to the terms 
          of the Plan.

               (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) 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 Plan.  For this   
          purpose, the Plan shall be treated as having been amended if the     
          Plan provides for an automatic change in vesting due to a change in  
          top heavy status.  In the event that the Plan is amended to change   
          or modify any vesting schedule, a Participant with at least three    
          (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.  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.

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<PAGE>
               (f)(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, or was deemed to have 
               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 five (5) consecutive 1-Year Breaks 
               in Service commencing after the distribution, or in the event   
               of a deemed distribution, upon the reemployment of such Former  
               Participant.  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, or in the event of a deemed distribution,   
               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 or other valuation date      
               coinciding with or preceding his termination.  The source for   
               such reinstatement shall first be any Forfeitures occurring     
               during the year.  If such source is insufficient, then the      
               Employer shall contribute an amount which is sufficient to      
               restore any such forfeited Accounts provided, however, that if  
               a discretionary contribution is made for such year pursuant to  
               Section 4.1(d), such contribution shall first be applied to     
               restore any such Accounts and the remainder shall be allocated  
               in accordance with Section 4.4.

               (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:

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<PAGE>
                     (i) If a Former Participant has a 1-Year Break in         
                     Service, his pre-break and post-break service shall be    
                     used for computing Years of Service for eligibility and   
                     for vesting purposes only after he has been employed for  
                     one (1) Year of Service following the date of his         
                     reemployment with the Employer;

                     (ii) Any Former Participant who under he Plan does not    
                     have a nonforfeitable right to any interest in the Plan   
                     resulting from Employer contributions shall lose credits  
                     otherwise allowable under (i) above 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;

                     (iii) 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;

                     (iv) If a Former Participant who has not had his Years of 
                     Service before a 1-Year Break in Service disregarded      
                     pursuant to (ii) above completes one (1) Year of Service  
                     for eligibility purposes following his reemployment with  
                     the Employer, he shall participate in the Plan            
                     retroactively from his date of reemployment;

                     (v) If a Former Participant who has not had his Years of  
                     Service before a 1-Year Break in Service disregarded      
                     pursuant to (ii) above 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.

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<PAGE>
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 50% 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 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

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<PAGE>
<PAGE>
               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, 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 entitle 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

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<PAGE>
                   (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 Trustee to distribute  
          to a Participant or his Beneficiary any amount to which he is        
          entitled under the Plan in one or more of the following methods:

               (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 (A) segregate  
               the aggregate amount thereof in a separate, federally insured   
               savings account, certificate of deposit in a bank or savings    
               and loan association, money market certificate or other liquid  
               short-term security or (8) purchase a nontransferable annuity   
               contract for a term certain (with no life contingencies)        
               providing for such payment.  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).

               (c) 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, $3,500 at the time of any prior distribution.  Further,    
          the spouse of a Participant must consent in writing to any immediate 
          distribution.  If the value of the

                                       72

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<PAGE>
          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, $3,500 at the time of any prior       
          distribution 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".

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<PAGE>
               (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, 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 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) 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    
               the life expectancy of the Participant (or the life             
               expectancies of the Participant and his designated Beneficiary) 
               in accordance with Regulations. Notwithstanding the foregoing,  
               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.

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<PAGE>
               (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.

               (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.  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 the Plan.

               (h) If a distribution is made at a time when a Participant 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 (R x D)) - (R x D)

               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.

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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 his death benefit paid to his surviving  
          spouse in the form of a Pre-Retirement Survivor Annuity.  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(g).
         
               (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

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          (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)(5).  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 such separation.
        
               (e) 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,    
          $3,500 at the time of any prior distribution, an immediate           
          distribution of the entire

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<PAGE>
          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 wish Section 6.5(a)(2).
        
               (f)(l) In the event the death benefit is not paid in the form   
          of a Pre-Retirement Survivor Annuity, it 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(g):

                   (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 direct the Trustee to reduce the period over which such  
                   periodic installments shall be made, and the Trustee shall  
                   adjust the cash amount of such periodic installments        
                   accordingly.

               (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 the Trustee to             
          segregate the death benefit into a separate account, and the         
          Trustee shall invest such segregated account separately, and         
          the funds accumulated in such account shall be used for the          
          payment of the installments.

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

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          under the method of distribution selected pursuant to Section 6.5 as 
          of his date of death.  If a Participant dies before he has begun go  
          receive any distributions of his interest under the Plan or before   
          distributions are deemed to have begun pursuant to Regulations, then 
          his death benefit shall be distributed to his Beneficiaries by       
          December 31st of the calendar year in which the fifth anniversary of 
          his date of death occurs.
               
              However, the 5-year distribution requirement of the              
          preceding paragraph 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 not later than        
          December 31st of the calendar year immediately following the         
          calendar year in which the Participant died.  However, in the event  
          the Participant's spouse (determined as of the date of the           
          Participant's death) is his Beneficiary, the requirement that        
          distributions commence within one year of a 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.

               (h) 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 predetermined annually in accordance with     
          Regulations.  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.

6.7 TIME OF SEGREGATION OR DISTRIBUTION

     Except as limited by Sections 6.5 and 6.6, whenever the Trustee is to
make a distribution or to commence a series of payments on or as of an
Anniversary Date, the distribution 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

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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.

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.

6.10 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

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the Plan.  For the purposes of this Section, "alternate payee," "qualified
domestic relations owner" and "earliest retirement age" shall have the meaning
set forth under Code Section 414(p).

                                  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   
          Trustee 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 7.6; 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 such investments,  
          the Trustee shall not be restricted to

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          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 the Plan may qualify as a qualified Profit  
          Sharing 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, at the direction of the Administrator, shall   
          ratably apply for, own, and pay premiums on Contracts on the lives   
          of the Participants.  If a life insurance policy 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 of the   
          contributions and Forfeitures to the credit of the Participant at    
          any particular time.  If term insurance is purchased with such       
          contributions, the aggregate premium must be less than 25% 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       
          contributions and Forfeitures allocated to a Participant's Combined  
          Account.  The Trustee must convert the entire value of the life      
          insurance 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, or distribute  
          the Contracts to the Participant. 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.

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 the Plan,
shall have the following powers and authorities, to be exercised in the
Trustee's sole discretion:

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               (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;

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               (g) To accept and retain for such time as the Trustee may deem  
          advisable any securities or other property received or acquired 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 grantee;

               (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 responsible insurance         
          companies, to be selected by the Administrator, 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 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;

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               (o) To deposit monies in federally insured savings accounts or  
          certificates of deposit in banks 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 an affiliated company of    
          the 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 Participants are so empowered by the           
          Administrator, each Participant may direct the Trustee to separate   
          and keep separate all or a portion of his share of his account; 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.  The Trustee   
          shall not be responsible or liable for any loss or expense which may

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          result from the Trustee's refusal or failure to comely with any      
          directions from the Participant.  Any costs and expenses related to  
          compliance with the Participant's directions shall be borne by the   
          Participant's Directed Investment Account.

7.4 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.

7.5 TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES
             
     The Trustee shall be paid such reasonable compensation as shall from time
to time be 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 the 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 be 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.

7.6 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
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;
         
               (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,

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<PAGE>
          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.

7.7 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.  All auditing and accounting fees   
          shall be an expense of and may, at the election of the               
          Administrator, be paid from the Trust Fund.
        
               (b) 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

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<PAGE>
          after the end of the Plan Year or by such other date as may be       
          prescribed under regulations of the Secretary of Labor.

7.8 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.
        
               (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 7.6 or (ii) set forth in a special statement. 
          Any such special statement of account should be rendered to the      
          Employer

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          no later than the due date of the annual statement of account for    
          the Plan Year. The procedures set forth in Section 7.6 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 7.6 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 7.6 and this subparagraph.

7.9 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.

7.10 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, provided, however, that the Trustee shall not be permitted
to acquire any qualifying Employer securities or qualifying Employer real
property if, immediately after the acquisition of such securities or property,
the fair market value of all qualifying Employer securities and qualifying
Employer real property held by the Trustee hereunder should amount to more
than 100% of the fair market value of all the assets in the Trust Fund.

                                    ARTICLE VIII
                       AMENDMENT, TERMINATION AND MERGERS

8.1 AMENDMENT
        
               (a) The Employer shall have the right at any time to amend the  
           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

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          shall become effective as provided therein upon its execution.  The  
          Trustee shall not be required to execute any such amendment unless   
          the Trust provisions contained herein are a part of the Plan and the 
          amendment affects the duties of the Trustee hereunder.
        
               (b) 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.
        
               (c) Except as permitted by Regulations, 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 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 as provided in Section 6.4 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 of the Trust Fund to           
          Participants in a manner which is

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          consistent with and satisfies the provisions of Section 6.5.         
          Distributions to a Participant shall be made in cash or in property  
          or through the purchase of irrevocable nontransferable deferred      
          commitments from an insurer.  Except as permitted by Regulations,    
          the termination of the Plan shall not result in the reduction of     
          "Section 411(d)(6) protected benefits" in accordance with Section    
          8.1(c).

8.3 MERGER OR CONSOLIDATION
             
     This Plan and Trust may be merged or consolidated with, or its assets
and/or liabilities may be transferred to any other plan and trust 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 transfer, merger or consolidation does not otherwise
result in the elimination or reduction of any "Section 411(d)(6) protected
benefits" in accordance with Section 8.1(c).

                                 ARTICLE IX
                                MISCELLANEOUS

9.1 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.

9.2 ALIENATION
        
               (a) Subject to the exceptions provided below, no benefit which  
          shall be payable out of the Trust Fund to any person (including a    
          Participant or his Beneficiary) shall be subject in any manner to    
          anticipation, alienation, sale, 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

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          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 by the  
          Trustee, 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, as a result of a loan from   
          the 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 distributed as shall equal such loan indebtedness shall be    
          paid by the Trustee to the Trustee or the Administrator, at the      
          direction of the Administrator, to apply against or discharge such   
          loan indebtedness.  Prior to making a payment, however, the          
          Participant or Beneficiary must be given written notice by the       
          Administrator that such loan 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 loan 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.

9.3 CONSTRUCTION OF PLAN
             
     This Plan and Trust shall be construed and enforced according to the Act
and the laws of the State of South Carolina, other than its laws respecting
choice of law, to the extent not preempted by the Act.

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<PAGE>
9.4 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.

9.5 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.

9.6 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.
         
               (b) In the event the Employer shall make an excessive           
          contribution under a mistake of fact pursuant to Act Section         
          403(c)(2)(A), the Employer may demand repayment of such excessive    
          contribution at any time within one (1) 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 excess contributions may not be returned to the Employer but  
          any losses attributable thereto must reduce the amount so returned.

                                       93

<PAGE>
<PAGE>
9.7 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.

9.8 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.

9.9 INSURER'S PROTECTIVE CLAUSE
             
     Any 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.

                                       94

<PAGE>
<PAGE>
9.10 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 the Plan, shall, to the extent thereof, be
in full satisfaction of all claims hereunder against the Trustee and the
Employer, either of whom may require such Participant, legal representative,
Beneficiary, guardian or committee, as a condition precedent to such payment,
to execute a receipt and release thereof in such form as shall be determined
by the Trustee or Employer.

9.11 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.

9.12 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY
              
     The "named Fiduciaries" of this Plan are (1) the Employer, (2) the
Administrator and (3) the Trustee. 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 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 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

                                       95

<PAGE>
<PAGE>
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.  In the
furtherance of their responsibilities hereunder, the "named Fiduciaries" shall
be empowered to interpret the Plan and Trust and to resolve ambiguities,
inconsistencies and omissions, which findings shall be binding, final and
conclusive.

9.13 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.

9.14 APPROVAL BY INTERNAL REVENUE SERVICE
         
               (a) Notwithstanding anything herein to the contrary,            
          contributions to this Plan are conditioned upon the initial          
          qualification of the Plan under Code Section 401.  If the Plan       
          receives an adverse determination with respect to its initial        
          qualification, then the Plan may return such contributions to the    
          Employer within one year after such determination, provided the      
          application for the determination is made by the time prescribed by  
          law for filing the Employer's return for the taxable year in which   
          the Plan was adopted, or such later date as the Secretary of the     
          Treasury may prescribe. 
         
               (b) Notwithstanding any provisions to the contrary, except      
          Sections 3.6, 3.7, and 4.1(f), 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 (1) year  
          following the disallowance of the deduction, 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.

                                       96

<PAGE>
<PAGE>
9.15 UNIFORMITY
             
     All provisions of this Plan shall be interpreted and applied in a
uniform, nondiscriminatory manner.  In the event of any conflict between the
terms of this Plan and any Contract purchased hereunder, the Plan provisions
shall control.

                                       97

<PAGE>
<PAGE>
     IN WITNESS WHEREOF, this Plan has been executed the day and year first
above written.

Signed, sealed, and delivered
in the presence of:

                                                  First Federal Savings & Loan
                                                  Association of Anderson

/s/ Douglas T. Locke                              By /s/ Charles L. Stuart
--------------------------                           -------------------------
                                                           EMPLOYER
                                                  Chairman of the Board and
                                                  Chief Executive Officer
/s/ Sheila Dianne Coker
_________________________
WITNESS AS TO EMPLOYER

                                                  ATTEST /s/ Hazel L. Moore
                                                        ----------------------
                                                        Secretary & Treasurer

/s/ Douglas T. Locke                             /s/ James H. Burton
_________________________                        _______________________(SEAL)
                                                        TRUSTEE

/s/ Sheila Dianne Coker
_________________________
WITNESS AS TO TRUSTEE


/s/ Sheila Dianne Coker                          /s/ Aubrey T. Scales
_________________________                        _______________________(SEAL)
                                                        TRUSTEE
/s/ Ruby S. Palmer
_________________________
WITNESS AS TO TRUSTEE


/s/ Sheila Dianne Coker                          /s/ Charles L. Stuart
_________________________                        _______________________(SEAL)
                                                        TRUSTEE
/s/ Ruby S. Palmer
_________________________
WITNESS AS TO TRUSTEE

                                       98

<PAGE>
<PAGE>
/s/ Sheila Dianne Coker                          /s/ Robert S. Brock
_________________________                        _______________________(SEAL)
                                                        TRUSTEE
/s/ Ruby S. Palmer
_________________________
WITNESS AS TO TRUSTEE


/s/ Sheila Dianne Coker                          /s/ Douglas T. Locke
_________________________                        _______________________(SEAL)
                                                        TRUSTEE
/s/ Ruby S. Palmer
_________________________
WITNESS AS TO TRUSTEE


/s/ Sheila Dianne Coker                          /s/ Hazel Moore
_________________________                        _______________________(SEAL)
                                                        TRUSTEE

/s/ Ruby S. Palmer
_________________________
WITNESS AS TO TRUSTEE

                                       99

<PAGE>
<PAGE>
                                 AMENDMENT TO
               FIRST FEDERAL SAVINGS & LOAN ASSOCIATION OF ANDERSON
                            401(K) PROFIT SHARING PLAN

     This Amendment to the First Federal Savings & Loan Association of
Anderson 401(k) Profit Sharing Plan (the "Plan") is made this 30th day of
December 1994, by First Federal Savings & Loan Association of Anderson (the
"Company").

     WHEREAS, the Company adopted the Plan effective January 1, 1991; and

     WHEREAS, the Company desires to provide certain provisions of the Plan;

     NOW THEREFORE, except as otherwise provided, effective January 1, 1993,
the Plan is hereby amended as follows:

1.   Sections 1.8 and 1.25 of Article I of the Plan is hereby amended by       
     adding the following sentence at the end thereof:

          Notwithstanding any other provision of the Plan, for Plan Years      
          beginning after December 31, 1993, Compensation and Section          
          414(s) Compensation in excess of $150,000 (or such greater           
          amount as the Secretary of the Treasury shall determine from         
          time to time in accordance with Section 401(a)(17) of the Code)      
          shall be disregarded for all purposes hereunder.

2.   Article VI of the Plan is hereby amended by adding the following new      
     Section 6.12:

          6.12 Eligible Rollover Distributions. This Section 6.12 of           
          Article VI applies to all distributions made on or after             
          January 1, 1993.  Notwithstanding any provision of the Plan to       
          the contrary that would otherwise limit a Distributee's              
          election under this Section 14, a Distributee may elect at the       
          time and in the manner prescribed by the Administrator, to have      
          any portion of an Eligible Rollover Distribution paid directly       
          to an Eligible Retirement Plan specified by the Distributee in       
          a Direct Rollover.

          (a) Eligible Rollover Distribution:  An Eligible Rollover            
          Distribution is any distribution of all or any portion of the        
          balance to the credit of the Distributee, except that an             
          Eligible Rollover Distribution does not include: any                 
          distribution that is

<PAGE>
<PAGE>
          one of a series of substantially equal periodic payments (not        
          less frequently than annually) made for the life (or life            
          expectancy) of the Distributee or the joint lives (or joint          
          life expectancies) of the Distributee and the Distributee's          
          designated beneficiary, or for a specified period of ten years       
          or more; any distribution to the extent such distribution is         
          required under section 401(a)(9) of the Code; and the portion        
          of any distribution that is not includable in gross income.

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

          (c) Distributee:  A Distributee includes any Member.  In             
          addition, the Member's surviving spouse and the Member's spouse      
          or former spouse who is the alternate payee under a domestic         
          relations order, as defined in Section 414(p)(1)(A)(i) of the        
          Code, are Distributees with regard to the interest of the            
          spouse or former spouse.

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

3.   Section 3.3 of Article III of the Plan is hereby amended by adding        
     the following sentence at the end thereof:

     An Eligible Employee shall become a Participant effective as of the       
     January 1 or July 1 next following the date on which such Employee        
     met the eligibility requirements of Section 3.1, provided said            
     Employee was still employed as of such date (or if not employed on        
     such date, as of the date of rehire if a 1-Year Break in Service has      
     not occurred).

                                       2

<PAGE>
<PAGE>
4.   Section 4.4(a)(4) of Article IV of the Plan is hereby amended by          
     replacing the second paragraph thereof with the following new             
     paragraph:

     Only Participants who are actively employed on the last day of the        
     Plan Year and who have completed at least 1,000 Hours of Service          
     during such Plan Year shall be eligible to share in the                   
     discretionary contribution for the year; provided, however, the           
     above accrual requirements shall not apply with respect to                
     Participants who fail to satisfy the requirements by reason of            
     death, Disability or attainment of Normal Retirement Age in the Plan      
     Year or in a prior Plan Year.

5.   Except as provided herein, the Plan shall remain in full force and        
     effect.
       
     IN WITNESS WHEREOF, the duly authorized representative of the Company has
signed this Amendment on the date first written above.

                                            First Federal Savings & Loan
                                            Association of Anderson

                                            By:/s/ David C. Wakefield III
                                               -----------------------------

                                            Its: President
                                                 ---------------------------


                                            By:  /s/ Douglas T. Locke
                                               -----------------------------

                                            Its: Senior Vice President
                                                 ---------------------------

                                       3

<PAGE>
<PAGE>
                               AMENDMENT TO 401(K) PLAN
             
     This Amendment is made as of December 31, 1993 to the First Federal 
Savings and Loan Association of Anderson 401(k) Profit Sharing Plan and Trust 
(the "Plan") by First Federal Savings and Loan Association of Anderson (the  
"Company") and the undersigned Trustees (the "Trustees").
             
     WHEREAS, the Company desires to offer common stock in First 
Southeast Financial Corporation, which will be the new sponsor of the Plan, as
a self-directed investment; and
             
     WHEREAS, the Company also desires to amend the Plan to change the 
Plan Year to the 12 month period ending June 30.
             
     NOW THEREFORE, the Company and the Trustees agree that the Plan is 
hereby amended as follows:

1.   Section 6.11 shall be added as follows: 

     6.11 DISTRIBUTIONS OF COMPANY STOCK

     If a Participant's Directed Investment Account includes common stock      
     of the Employer ("Common Stock") at the time benefits under the Plan      
     become payable, the Participant or his Beneficiary may demand that        
     such Company Stock be distributed as part of his benefits due under       
     the Plan.  Prior to making a distribution of benefits, the                
     Administrator shall advise the Participant or his Beneficiary, in         
     writing, of the right to demand Common Stock described above.  If         
     the Participant or his Beneficiary fails to make such demand in           
     writing within 30 days after receipt of such written notice, the          
     Administrator shall direct the Trustee to make such distribution in       
     accordance with other provisions of the Plan.

2.   Section 1.45 is hereby amended by adding the following at the end         
     thereof:

     For the Plan Year beginning January 1, 1994, the Plan Year shall be       
     the short period beginning January 1, 1994 and ending June 30, 1994.      
     Thereafter, the Plan Year

PAGE
<PAGE>
     shall be the period beginning July 1 of each year and ending the          
     following June 30.

     IN WITNESS WHEREOF, the parties have signed these Amendments as 
of the 31st day of December, 1993.

                                          FIRST FEDERAL SAVINGS AND LOAN       
                                          ASSOCIATION OF ANDERSON

                                          By:  /s/ Douglas T. Locke
                                              ----------------------------

                                          Its: Senior Vice President
                                               ---------------------------

                                          TRUSTEES

                                          /s/ Charles L. Stuart
                                          -------------------------------
                                          Charles L. Stuart

                                          /s/ James H. Barton
                                          -------------------------------
                                          James H. Barton

                                          /s/ David C. Wakefield, III
                                          -------------------------------
                                          David C. Wakefield, III

                                          /s/ John L. Biediger
                                          -------------------------------
                                          John L. Biediger

                                          /s/ Douglas T. Locke
                                          -------------------------------
                                          Douglas T. Locke

                                          /s/ Aubrey T. Scales
                                          -------------------------------
                                          Aubrey T. Scales

<PAGE>
<PAGE>
                                   AMENDMENT TO THE

                   FIRST FEDERAL SAVINGS & LOAN ASSOCIATION OF ANDERSON

                              401(k) PROFIT SHARING PLAN

      Section 3.1 of the Plan, CONDITIONS OF ELIGIBILITY, shall hereby be
amended by deleting said section in its entirety and replacing it with the
following:

          Any Eligible Employee who has completed one Year of Service and      
     has attained age twenty-one shall be eligible to participate              
     hereunder as of the date he has satisfied such requirements.  The         
     Employer shall give each prospective Eligible Employee written            
     notice of his eligibility to participate in the Plan prior to the         
     close of the Plan Year in which he first becomes an eligible              
     Employee.

     Section 3.3 of the Plan, EFFECTIVE DATE OF PARTICIPATION, shall hereby be
amended by deleting said section in its entirety and replacing it with the
following:

          An Eligible Employee shall become a Participant effective as of      
    the first day of the Plan Year in which such Employee met the              
    eligibility requirements of Section 3.1 if such eligibility                
    requirements were met during the first six months of that Plan Year,       
    or, if such Employee met the eligibility requirements of Section 3.1       
    during the last six months of a Plan Year, then the Employee shall         
    become a Participant effective as of the first day of the next             
    succeeding Plan Year if still employed or the date of rehire if a 1-       
    Year Break in Service has not occurred.

     Section 4.4(b)(4) of the Plan, ALLOCATION OF CONTRIBUTION, FORFEITURES
AND EARNINGS, is hereby amended by deleting this section in its entirety and
replacing it with the following:

     (4) With respect to the Employer's Non-Elective Contribution made         
     pursuant to Section 4.1(d), to each Participant's Account in the          
     same proportion that each such Participant's annual compensation for      
     the Employer's Fiscal Year Ending June 30th that falls within the         
     current Plan Year bears to the total of such compensation of all          
     Participants for such year.

     Only Participants who are actively employed on June 30th of the Plan      
     Year shall be eligible to share in the discretionary contribution         
     for the year.

                                       1

<PAGE>
<PAGE>
The effective date of this amendment is January 1, 1992.

In witness whereof, the Employer has caused this amendment to be executed as
of this 12th day of May, 1992.



/s/ Carole K. Bain                          8/12/92
___________________________________         __________________________________
               ATTEST                                     DATE

/s/ Charles L. Stuart                      /s/ David C. Wakefield, III
___________________________________        ___________________________________
               TRUSTEE                                   TRUSTEE

/s/ Aubrey T. Scales                       /s/ John L. Biediger
___________________________________        ___________________________________
               TRUSTEE                                   TRUSTEE

/s/ James H. Barton                        /s/ Douglas T. Locke
___________________________________        ___________________________________
               TRUSTEE                                   TRUSTEE

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FIRST SOUTHEAST FINANCIAL CORPORATION FORM S-8", "secsgml_size_bytes": 281908}]
{"company-data": {"conformed-name": "FIRST SOUTHEAST FINANCIAL CORP", "cik": "0000908314", "assigned-sic": "6035", "irs-number": "570979678", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-22337", "film-number": "97543246"}, "business-address": {"street1": "201 NORTH MAIN ST", "city": "ANDERSON", "state": "SC", "zip": "29621", "phone": "8032243401"}, "mail-address": {"street1": "201 NORTH MAIN ST", "street2": "PO BOX 1777", "city": "ANDERSON", "state": "SC", "zip": "29621"}}
REGISTRATION STATEMENT NO. 333-_____
                                         Filed February 25, 1997

                        SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                     FIRST SOUTHEAST FINANCIAL CORPORATION
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

          Delaware                                  57-0979678
--------------------------------               -------------------
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)                 Identification No.)

                             201 North Main Street
                        Anderson, South Carolina 29621
                               (864) 224-3401
                   ----------------------------------------
                   (Address of principal executive offices)

                          401(k) Profit Sharing Plan
                         ----------------------------
                           (Full title of the Plan)

                                               Copies to:
      David C. Wakefield, III                  Eric S. Kracov, Esquire
      President                                Breyer & Aguggia
      First Southeast Financial Corporation    1300 I Street, N.W.
      201 North Main Street                    Suite 470 East
      Anderson, South Carolina  29621          Washington, D.C.  20005
      (864) 224-3401                           (202) 737-7900
      -------------------------------------
      Name, address and telephone
      number of agent for service

                               Page 1 of 5 Pages
                        Exhibit Index 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            25,000         $11.00(2)         $275,000          $94.83
-----------------------------------------------------------------------------
(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 $11.00, 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 Southeast Financial Corporation (the "Registrant"), as reported on  
     the Nasdaq Stock Market on February 24, 1997.

(2)  25,000 shares are being registered for issuance pursuant to the 401(k)    
     Profit Sharing Plan ("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 Registrant's Annual Report on Form 10-K for the year ended
June 30, 1996;

       (2)  the Annual Report on Form 11-K of the Company's 401(k) Profit
Sharing Plan for the year ended June 30, 1996; and

       (3)  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 August
13, 1993.

       All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act, after the date of this Registration Statement 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 set forth
circumstances under which directors, officers, employees and agents of the
Registrant 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 (including attorney's fees but excluding amounts paid
in settlement for derivative suits) actually and reasonably incurred in
connection with the defense of any threatened, pending or completed action or
suit if such director, officer, employee or agent is successful on the merits
or otherwise, or acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interest of the Registrant and, with
respect to any criminal action or proceeding had no reasonable cause to
believe his conduct was unlawful.

                                   -3-
Item 7.     Exemption From Registration Claimed

      Not Applicable

Item 8.     Exhibits

      The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:

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

      23                Consent of Crisp Hughes & Co., L.L.P.

      24                Power of attorney (see signature pages)

      99.1              401(k) Profit Sharing Plan

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 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, officer 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
                                   -4-
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.

                                   -5-
SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, First
Southeast Financial Corporation 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 Anderson, and State of
South Carolina the 24th day of February 1997.

                                   FIRST SOUTHEAST FINANCIAL CORPORATION

                                   By: /s/ David C. Wakefield, III
                                       -----------------------------------
                                       David C. Wakefield, III
                                       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 David C. Wakefield, III 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/ David C. Wakefield, III                Date:  February 24, 1997
    --------------------------------------
    David C. Wakefield, III
    President and Chief Executive Officer
    (Principal Executive and Financial
     Officer)

By: /s/ John L. Biediger                       Date:  February 24, 1997
    --------------------------------------
    John L. Biediger
    Executive Vice President and Treasurer
    (Principal Accounting Officer)
   
By: /s/ Charles L. Stuart                      Date:  February 24, 1997
    --------------------------------------
    Charles L. Stuart
    Chairman of the Board

By: /s/ James H. Barton                       Date:  February 24, 1997
    --------------------------------------
    James H. Barton
    Director

By: /s/ Josiah Crudup, Jr.                     Date:  February 24, 1997
    --------------------------------------
    Josiah Crudup, Jr.
    Director
By: /s/ Vernon E. Merchant, Jr.                Date:  February 24, 1997
    --------------------------------------
    Vernon E. Merchant, Jr.
    Director

By: /s/ William R. Phillips                    Date:  February 24, 1997
    --------------------------------------
    William R. Phillips
    Director

By: /s/ Aubrey T. Scales                       Date:  February 24, 1997
    --------------------------------------
    Aubrey T. Scales
    Director

By: /s/ A.C. Terry                            Date:  February 24, 1997
    --------------------------------------
    A.C. Terry
    Director
The Plan.  Pursuant to the requirements of the Securities Act of 1933,
the 401(k) Profit Sharing Plan has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Anderson, State of South Carolina, on February 24, 1997.

                                         FIRST SOUTHEAST FINANCIAL CORPORATION

                                         By:  /s/ David C. Wakefield, III
                                              --------------------------------
                                              David C. Wakefield, III
                                              Plan Administrator
Exhibit 23

                     Consent of Crisp Hughes & Co., L.L.P.
CONSENT OF INDEPENDENT AUDITORS

We have issued our report dated August 21, 1996, accompanying the consolidated
financial statements incorporated by reference in the Annual Report of First
Southeast Financial Corporation on Form 10-K for the year ending June 30,
1996.  We have also issued our Report dated December 5, 1996, with respect to
the statements of net assets available for benefits and statement of changes
in net assets available for benefits of First Federal Savings and Loan of
Anderson 401(k) Profit Sharing Plan incorporated by reference in the Annual
Report on Form 11-K of the Plan for the year ending June 30, 1996.  We hereby
consent to the incorporation by reference of aforementioned reports in this
Registration Statement of First Southeast Financial Corporation on Form S-8.

                             /s/ Crisp Hughes & Co., L.L.P.

                             Crisp Hughes & Co., L.L.P.

Asheville, North Carolina
February 24, 1997
Exhibit 24

                    Power of Attorney (see signature page)
Exhibit 99.1

                          401(k) Profit Sharing Plan
FIRST FEDERAL SAVINGS & LOAN ASSOCIATION OF ANDERSON
                               401(K) PROFIT SHARING PLAN

     THIS AGREEMENT, hereby made and entered into this 1st day of JAN, 1991,
by and between Federal Savings & Loan Association of Anderson (herein referred
to as the "Employer") and Charles L. Stuart, Douglas T. Locke, Robert S.
Brock, James H. Barton, Hazel Moore and Aubrey T. Scales (herein referred to
as the "Trustee").

                      W I T N E S S E T H:

     WHEREAS, the Employer desires to recognize the contribution made to its
successful operation by its employees and to reward such contribution by means
of a 401(k) Profit Sharing Plan for those employees who shall qualify as
Participants hereunder;

     NOW, THEREFORE, effective January 1, 1991, (hereinafter called the
"Effective Date"), the Employer hereby establishes a 401(k) Profit Sharing
Plan and creates this trust (which plan and trust are hereinafter called the
"Plan") for the exclusive benefit of the Participants and their Beneficiaries,
and the Trustee hereby accepts the Plan on the following terms:

                            ARTICLE I
                           DEFINITIONS

     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 designated by the Employer pursuant
to Section 2.4 to administer the Plan on behalf of the Employer.

     1.3   "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
1.4  "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. 

     1.5  "Anniversary Date" means December 31st.

     1.6  "Beneficiary" means the person to whom the share of a deceased
Participant's total account is payable, subject to the restrictions of
Sections 6.2 and 6.6.

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

     1.8  "Compensation" with respect to any Participant means such
Participant's regular salary and wages paid or accrued by the Employer for a
Plan Year, but excluding overtime, commissions and bonuses.  Amounts
contributed by the Employer under the within Plan, except for an Employee's
Compensation that is deferred pursuant to Section 4.2, and any non-taxable
fringe benefits shall not be considered as Compensation.

     For purposes of this Section, the determination of Compensation shall be
made by including salary reduction contributions made on behalf of an Employee
to a plan maintained under Code Section 125.

     For a Participant's initial year of participation, Compensation shall be
recognized for the entire Plan Year.

     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
owners" 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 the limitation shall be prorated among the affected Family Members in
proportion to each such Family Member's Compensation prior to the application
of this limitation.

                                       2
1.9  "Contract" or "Policy" means a life insurance policy or annuity
contract (group or individual) issued by the insurer as elected.

     1.10 "Deferred Compensation" with respect to any Participant means 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 4.2.

     1.11 "Early Retirement Date" means the first day the month (prior to the
Normal Retirement Date) coinciding with or following the date on which a
Participant or Former Participant attains age 55 and has completed at least 10
Years of Service with the Employer (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.

     1.12 "Elective Contribution" means the Employer's contributions to the
Plan that are made pursuant to the Participant's deferral election provided in
Section 4.2.  In addition, any Employer Qualified Non-Elective Contribution
made pursuant to Section 4.1(c) and Section 4.6 shall be considered an
Elective Contribution for purposes of the Plan.  Any such contributions deemed
to be Elective Contributions shall be subject to the requirements of Sections
4.2(b) and 4.2(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.

     1.13 "Eligible Employee" means any Employee.

     Employees who are Leased Employees within the meaning of Code Sections
414(n)(2) and 414(o)(2) shall not be eligible to participate in this Plan.

     Employees whose employment is governed by the terms of a collective
bargaining agreement between Employee representatives (within the meaning of
Code Section 7701(a)(46)) and the Employer under which retirement benefits
were the subject of good faith bargaining between the parties, unless such
agreement expressly provides for such coverage in this Plan, will not be
eligible to participate in this Plan.

                                       3
Employees of Affiliated Employers shall not be eligible to participate in
this Plan unless such Affiliated Employers have specifically adopted this Plan
in writing.

     l.14 "Employee" means any person who is employed by the Employer or
Affiliated Employer, but excludes any person who is an independent contractor.
Employee shall include Leased Employees within the meaning of Code Sections
414(n)(2) and 414(o)(2) unless such Leased Employees are covered by a plan
described in Code Section 414(n)(5) and such Leased Employees do not
constitute more than 20% of the recipient's non-highly compensated work force.

     1.15 "Employer" means First Federal Savings & Loan Association of
Anderson and any successor which shall maintain this Plan; and any predecessor
which has maintained this Plan. The Employer is a corporation, with principal
offices in the State of South Carolina.

     1.16 "Excess Aggregate Contributions" means, with respect to any Plan
Year, the excess of the aggregate amount of the Employer matching
contributions made pursuant to Section 4.1(b) and any qualified non-elective
contributions or elective deferrals taken into account pursuant to Section
4.7(c) on behalf of Highly Compensated Participants for such Plan Year, over
the maximum amount of such contributions permitted under the limitations of
Section 4.7(a).

     1.17 "Excess Contributions" means, with respect to a Plan Year, the
excess of Elective Contributions made on behalf of highly Compensated
Participants for the Plan Year over the maximum amount of such contributions
permitted under Section 4.5(a).  Excess Contributions shall be treated as an
"annual addition" pursuant to Section 4.9(b).

     1.18 "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 4.2(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 4.9(b).

                                        4
1.19 "Family Member" means, with respect to an affected Participant, such
Participants spouse, such Participant's lineal descendants and ascendants and
their spouses, all as described in Code Section 414(q)(6)(B).

     1.20 "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.

     1.21 "Fiscal Year" means the Employer's accounting year of 12 months
commencing on July 1st of each year and ending the following June 30th.

     1.22 "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. Restoration of such amounts shall
occur pursuant to Section 6.4.  In addition, the term Forfeiture shall also
include amounts deemed to be Forfeitures pursuant to any other provision of
this Plan.

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

                                       5
1.24 "415 Compensation" means compensation as defined in Section 4.9(d).

     1.25 "414(s) Compensation" with respect to any Employee means his
Deferred Compensation plus "415 Compensation" paid during a Plan Year.  The
amount of "414(s) Compensation" with respect to any Employee shall include
"414(s) Compensation" during the entire twelve (12) month period ending on the
last day of such Plan Year.

     For purposes of this Section, the determination of "414(s) Compensation"
shall be made by including salary reduction contributions made on behalf of an
Employee to a plan maintained under Code Section 125.

     "414(s) 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).

     1.26 "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  
         1.32(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.  For the purpose of determining the number of          
         officers, Employees described

                                       6
in Section 1.55(a), (b), (c) and (d) shall be excluded, but such      
         Employees shall still be considered for the purpose of identifying    
         the particular Employees who are officers.  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.

     For purposes of this Section, the determination of "415 Compensation"
shall be based only on "415 Compensation" which is actually paid and 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, by including amounts that would
otherwise be excluded from a Participant's gross income by reason of the
application of 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)(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, 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.  Highly
Compensated Former Employees shall be treated as Highly

                                       7

PAGE
Compensated Employees without regard to whether they performed services during
the "determination year".

     1.27 "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 1.26.  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.

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

     1.29 "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.  These hours will be credited to the
employee for the computation period or periods to which the award or
agreement pertains rather than the computation period in which the award,
agreement or payment is made.  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

                                       8
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.

     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 are 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 l-Year
Break in Service, and employment commencement date (or reemployment
commencement date).  In addition, Hours of Service will be credited for
employment with other Affiliated Employers.  The provisions of Department of
Labor regulations 2530.200b-2(b) and (c) are incorporated herein by reference.

     1.30 "Income" means the income allocable to "excess amounts" which shall
equal the sum of the allocable gain or loss for the "applicable computation
period" and the allocable gain or loss for the period between the end of the
"applicable computation period" and the date of distribution ("gap period").
The income allocable to "excess amounts" for the "applicable computation
period" and the "gap period" is calculated separately and is determined by
multiplying the income for the "applicable computation period" or the "gap
period" by a fraction. The numerator of the fraction is the "excess amount"
for the "applicable computation period".  The denominator of the fraction is
the total "account balance" attributable to "Employer contributions" as of the
end of the "applicable computation period" or the "gap period", reduced by the
gain allocable to such total amount for the "applicable computation period" or
the "gap period" and increased by the loss allocable to such total amount for
the "applicable computation period" or the "gap period".  The provisions of
this Section shall be applied:

               (a)  For purposes of Section 4.2(f), by substituting:

                                       9
(1)  "Excess Deferred Compensation" for "excess amounts";

               (2)  "taxable year of the Participant" for "applicable          
               computation period";

               (3)  "Deferred Compensation" for "Employer contributions"; and

               (4)  "Participant's Elective Account" for "account balance".

               (b)  For purposes of Section 4.6(a), by substituting:

               (1)  "Excess Contributions" for "excess amount";

               (2)  "Plan Year" for "applicable computation period";

               (3)  "Elective Contributions" for "Employer contributions"; and

               (4)  "Participant's Elective Account" for "account balance".

               (c)  For purposes of Section 4.8(a), by substituting:

               (1)  "Excess Aggregate Contributions" for "excess amounts";

               (2)  "Plan Year" for "applicable computation period";

               (3)  "Employer matching contributions made pursuant to Section  
               4.1(b) and any qualified non-elective contributions or elective 
               deferrals taken into account pursuant to Section 4.7(c)" for    
               "Employer contribution"; and

               (4)  "Participant's Account" for "account balance".
               
     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
amounts" for

                                       10

PAGE
the "applicable computation period" 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 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".

     1.31 "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.

     1.32 "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

                                       11
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.

               (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 based only on "415 Compensation" which is actually paid and 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, by including amounts that would
otherwise be excluded from a Participant's gross income by reason of the
application of Code Section 403(b).

     1.33 "Late Retirement Date" means the first day of the month coinciding
with or next following a Participant's actual Retirement Date after having
reached his Normal Retirement Date.

                                       12

PAGE
1.34 "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:

               (a)  such employee is covered by a money purchase pension plan  
          providing:

               (1)  a non-integrated employer contribution rate of at least    
               10% 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.

               (b)  Leased Employees do not constitute more than 20% of the    
          recipient's non-highly compensated work force.

     1.35 "Non-Elective Contribution" means the Employer's contributions to
the Plan excluding, however, contributions made pursuant to the Participant's
deferral election provided for in Section 4.2 and any Qualified Non-Elective
Contribution. 

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

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

                                       13
1.38 "Normal Retirement Date" means the first day of the month nearest
the Participant's Normal Retirement Age (65th birthday).  A Participant shall 
become fully Vested in his Account upon attaining his Normal Retirement Age.

     1.39 "l-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 l-Year Break in Service, Hours of Service shall be
recognized for "authorized leaves of absence" and "maternity and paternity
leaves of absence."  Years of Service and l-Year Breaks in Service shall be
measured on the same computation period.

     "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
l-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.

     1.40 "Participant" means any Eligible Employee who participates in the
Plan as provided in Sections 3.2 and 3.3, and has not for any reason become
ineligible to participate further in the Plan.

                                       14
1.41 "Participant's 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 Non-Elective
Contributions.

     A separate accounting shall be maintained with respect to that portion of
the Participants Account attributable to Employer matching contributions made
pursuant to Section 4.1(b) and Employer discretionary contributions made
pursuant to Section 4.1(d).

     1.42 "Participant's Combined Account" means the total aggregate amount of
each Participant's Elective Account and Participant's Account.

     1.43 "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.  A separate accounting shall be maintained with respect to that
portion of the Participant's Elective Account attributable to Elective
Contributions pursuant to Section 4.2 and any Employer Qualified Non-Elective
Contributions.

     1.44 "Plan" means this instrument, including all amendments thereto.

     1.45 "Plan Year" means the Plan's accounting year of twelve (12) months
commencing on January 1st of each year and ending the following December 31st.

     1.46 "Pre-Retirement Survivor Annuity" is an immediate annuity for the
life of the Participant's spouse the payments under which must be equal to the
amount of benefit which can be purchased with the accounts of a Participant
used to provide the death benefit under the Plan.

     1.47 "Qualified Non-Elective Contribution" means the Employer's
contributions to the Plan that are made pursuant to Section 4.1(c) and Section
4.6.  Such contributions shall be considered an Elective Contribution for the
purposes of the Plan and used to satisfy the "Actual Deferral Percentage"
tests.

     In addition, the Employer's contributions to the Plan that are made
pursuant to Section 4.8(g) which are used to satisfy the "Actual Contribution
Percentage" tests shall be considered Qualified Non-Elective Contributions and
be subject to the provisions of Sections 4.2(b) and 4.2(c).

                                        15
1.48 "Regulation" means the Income Tax Regulations as promulgated by the
Secretary of the Treasury or his delegate, and as amended from time to time.

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

     1.50 "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).

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

     1.52 "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.

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

     1.54 "Top Heavy Plan Year" means a Plan Year during which the Plan is a
Top Heavy Plan.

     1.55 "Top Paid Group" means the top 20 percent of Employees who performed
services for the Employer during the applicable year, ranked according to the
amount of "415 Compensations (determined for this purpose in accordance with
Section 1.26) received from the Employer during such year.  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.  Employees who are non-resident aliens and 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;

                                       16
(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.

     1.56 "Total and Permanent Disability" means a physical or mental
condition of a Participant resulting from bodily injury, disease, or mental
disorder which renders him incapable of continuing any gainful occupation and
which condition constitutes total disability under the federal Social Security
Acts.

     1.57 "Trustee" means the person or entity named as trustee herein or in
any separate trust forming a part of this Plan, and any successors.

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

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

     1.60 "Year of Service" means the computation period of twelve (12)
consecutive months, herein set forth, during which an Employee has 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.  The participation computation period beginning after a l-Year
Break in Service shall be measured from the date on which an Employee again
performs an Hour of Service.  The participation computation period shall shift
to the Plan Year which includes the anniversary of

                                       17
the date on which the Employee first performed an Hour of Service.  An
Employee who is credited with the required Hours of Service in both the
initial computation period (or the computation period beginning after a l-Year
Break in Service) and the Plan Year which includes the anniversary of the date
on which the Employee first performed an Hour of Service, shall be credited
with two (2) Years of Service for purposes of eligibility to participate.

     For vesting purposes, the computation period shall be the Plan Year,
including periods prior to the Effective Date of the Plan.

     For all other purposes, the computation period shall be the Plan Year.

     Years of Service with any Affiliated Employer shall be recognized.

                              ARTICLE II
                     TOP HEAVY 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 special minimum allocation requirements of Code Section 416(c) pursuant to
Section 4.4 of the Plan.

     2.2  DETERMINATION OF TOP HEAVY STATUS

               (a) This Plan shall be a Top Heavy Plan for any Plan Year 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

                                       18

PAGE
includes this Plan is a Top 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 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 the sum of:

               (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)  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 due on 
               or 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)  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.  Notwithstanding anything herein to   
               the contrary, all distributions, including distributions made   
               prior

                                       19
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 purposes of 
               this paragraph.

               (4) 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.

               (5)  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.

               (6)  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.
 
               (7)  For the purposes of determining whether two employers are  
               to be treated as the same employer in (5) and (6) 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.

                                       20
(1)  Required Aggregation Group:  In determining a Required     
               Aggregation Group hereunder, each Plan of the Employer 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 plan of the Employer which enables   
               any 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 be 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 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  
               be 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 are 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.

                                       21
(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 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.

               (g)  "Top Heavy Groups 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.

     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

                                       22
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 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
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.

                                      23
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 she
Plan in accordance with its terms and shall have the power and discretion to
construe the terms of the Plan and to 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;

               (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;

                                       24

PAGE
(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;

               (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 Plan; 

               (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   
          as required by the Act and Regulations thereunder;

               (j)  to prepare and implement a procedure to notify Eligible    
          Employees that they may elect to have a portion of their             
          Compensation deferred or paid to them in cash;

               (k)  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.

                                       25

PAGE
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.

     2.12 CLAIMS PROCEDURE

     Claims for benefits under the Plan may be filed with the Administrator on
forms supplied by the Employer.  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.

                                       26
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 (on a form which may be obtained
from the Administrator) a request for a hearing.  Such request, together with
a written statement of the reasons why the claimant believes his claim should
be 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 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 who has completed six (6) Months of Service and has
attained age twenty and one-half shall be eligible to participate hereunder as
of the date he has satisfied such requirements.  The Employer shall give each
prospective Eligible Employee written notice of his eligibility to participate
in the Plan prior to the close of the Plan Year in which he first becomes
an Eligible Employee.

                                       27
For purposes of this Section, an Eligible Employee will be deemed to have
completed six (6) Months of Service if he is in the employ of the Employer at
any time six (6) months after his employment commencement date.  Employment
commencement date shall be the first day that he is entitled to be credited
with an Hour of Service for the performance of duty.

     3.2  APPLICATION FOR PARTICIPATION

     In order to become a Participant hereunder, each Eligible Employee shall
make application to the Employer for participation in the Plan and agree to
the terms hereof.  Upon the acceptance of any benefits under this Plan, such
Employee shall automatically be deemed to have made application and shall be
bound by the terms and conditions of the Plan and all amendments hereto.

     3.3  EFFECTIVE DATE OF PARTICIPATION

     An Eligible Employee shall become a Participant effective as of the first
day of the Plan Year next following the date on which such Employee met the
eligibility requirements of Section 3.1, provided said Employee was still
employed as of such date (or if not employed on such date, as of the date of
rehire if a l-Year Break in Service has not occurred).

     3.4  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.

     3.5  TERMINATION OF ELIGIBILITY

               (a) 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.

                                       28
(b)  In the event a Participant is no longer a member of an     
          eligible class of Employees and becomes ineligible to participate    
          but has not incurred a l-Year Break in Service, such Employee will   
          participate immediately upon returning to an eligible class of       
          Employees.  If such Participant incurs a l-Year Break in Service,    
          eligibility will be determined under the break in service rules of   
          the Plan.

               (c)  In the event an Employee who is not a member of an         
          eligible class of Employees becomes a member of an eligible class,   
          such Employee will participate immediately if such Employee has      
          satisfied the minimum age and service requirements and would have    
          otherwise previously become a Participant.

     3.6  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 with respect to the
omitted Employee in the amount which the said Employer would have contributed
with respect to him 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.

     3.7  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 (except for Deferred Compensation which shall be distributed to the
ineligible person) for the Plan Year in which the discovery is made.

                                       29
3.8  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.

                               ARTICLE IV
                       CONTRIBUTION AND ALLOCATION

     4.1  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 4.2(a), which amount shall be  
          deemed an Employer's Elective Contribution.

               (b)  On behalf of each Participant who is eligible to share in  
          matching contributions for the Plan Year, a matching contribution    
          equal to 100% of the first 6% of each such Participant's Deferred    
          Compensation and 50% of the next 4% of each such Participant's       
          Deferred Compensation, which amount shall be deemed an Employer's    
          Non-Elective Contribution.

                    Except, however, in applying the matching percentage       
          specified above, only salary reductions up to 10% of Compensation    
          shall be considered.

               (c)  On behalf of each Non-Highly Compensated Participant who   
          is eligible to share in the Qualified Non-Elective Contribution for  
          the Plan Year, a discretionary Qualified Non-Elective Contribution   
          equal to a percentage of each eligible individual's Compensation,    
          the exact percentage to be determined each year by the Employer.     
          The Employer's Qualified NonElective Contribution shall be deemed an 
          Employer's Elective Contribution.

               (d)  A discretionary amount, which amount shall be deemed an    
          Employer's Non-Elective Contribution.

               (e)  Notwithstanding the foregoing, however, the Employer's     
          contributions for any Plan Year shall not exceed the maximum amount  
          allowable as a deduction to

                                       30
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 the amount which is deductible under 
          Code Section 404.

     4.2  PARTICIPANT'S SALARY REDUCTION ELECTION

               (a)  Each Participant may elect to defer his Compensation which 
          would have been received in the Plan Year, but for the deferral      
          election, by up to 15%.  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 arrangement, or the date such  
          arrangement first became effective.

               The amount by which Compensation is reduced shall be that       
          Participant's Deferred Compensation and be treated as an Employer    
          Elective Contribution and allocated to that Participant's Elective   
          Account.

               (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 may not 
          be distributable earlier than:

               (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 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;

                                       31
(4)  the date of disposition 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)) used in a 
               trade or business of such corporation if such corporation       
               continues to maintain this Plan after the disposition with      
               respect to a Participant who continues employment with the      
               corporation acquiring such assets; or

               (5)  the date of disposition by the Employer or an Affiliated   
               Employer who maintains the Plan of its interest in a subsidiary 
               (within the meaning of Code Section 409(d)(3)) to an entity     
               which is not an Affiliated Employer but only with respect to a  
               Participant who continues employment with such subsidiary.

               (d)  In any Plan Year, 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, during any   
          taxable year, the limitation imposed by Code Section 402(g), as in   
          effect at the beginning of such taxable year.  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, 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, 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)-l(b)) under another qualified cash or deferred arrangement  
          (as defined in Code Section 401(k)), a simplified employee pension   
          (as

                                       32
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 1 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 may  
          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.  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.

               (g)  Notwithstanding Section 4.2(f) above, a Participant's      
          Excess Deferred Compensation shall be reduced, but not below zero,   
          by any distribution of Excess Contributions pursuant to Section      
          4.6(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 
          additional benefits to the Participant or his Beneficiary.

                                       33

PAGE
(i)  All amounts allocated to a Participants Elective Account   
          may be treated as a Directed Investment Account pursuant to Section  
          4.12.

               (j)  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 4.4   
          have been made.

               (k)  The Employer and the Administrator shall implement the     
          salary reduction elections provided for herein in accordance with    
          the following:

               (1)  A Participant may commence making elective deferrals to    
               the Plan only after first satisfying the eligibility and        
               participation requirements specified in Article III.  However,  
               the Participant must make his initial salary deferral election  
               within a reasonable time, not to exceed thirty (30) days, after 
               entering the Plan pursuant to Section 3.3.  If the Participant  
               fails to make an initial salary deferral election within such   
               time, then such Participant may thereafter make an election in  
               accordance with the rules governing modifications.  The         
               Participant shall make such an election by entering into a      
               written salary reduction agreement with the Employer and filing 
               such agreement with the Administrator.  Such election shall     
               initially be effective beginning with the pay period following  
               the acceptance of the salary reduction agreement by the         
               Administrator, shall not have retroactive effect and shall      
               remain in force until revoked.

               (2)  A Participant may modify a prior election during the Plan  
               Year and concurrently make a new election by filing a written   
               notice with the Administrator within a reasonable time before   
               the pay period for which such modification is to be effective.  
               However, modifications to a salary deferral election shall only 
               be permitted semi-annually, during election periods established 
               by the Administrator prior to the first day of a Plan Year and  
               the first day of the

                                       34
seventh month of a Plan Year.  Any modification shall not have  
               retroactive effect and shall remain in force until revoked.

               (3)  A Participant may elect to prospectively revoke his salary 
               reduction agreement in its entirety at any time during the Plan 
               Year by providing the Administrator with thirty (30) days       
               written notice of such revocation (or upon such shorter notice  
               period as may be acceptable to the Administrator).  Such        
               revocation shall become effective as of the beginning of the    
               first pay period coincident with or next following the          
               expiration of the notice period.  Furthermore, the termination  
               of the Participant's employment, or the cessation of            
               participation for any reason, shall be deemed to revoke any     
               salary reduction agreement then in effect, effective            
               immediately following the close of the pay period within which  
               such termination or cessation occurs.

     4.3  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 filing of the Employer's federal income tax return
for the Fiscal Year.

     However, 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.

     4.4  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 all amounts allocated to each     
          such Participant as set forth herein.

                                       35
(b)  The Employee 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)  with respect to the Employer's Elective Contribution made  
               pursuant to Section 4.l(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 Non-Elective Contribution   
               made pursuant to Section 4.l(b), to each Participant's Account  
               in accordance with Section 4.1(b).

               Any Participant actively employed during the Plan Year shall be 
               eligible to share in the matching contribution for the Plan     
               Year.

               (3)  With respect to the Employer's Qualified Non-Elective      
               Contribution made pursuant to Section 4.1(c), to each           
               Participant's Elective Account in accordance with Section       
               4.1(c).

               Only Non-Highly Compensated Participants who are actively       
               employed on the last day of the Plan Year shall be eligible to  
               share in the Qualified Non-Elective Contribution for the year.

               (4)  With respect to the Employer's Non-Elective Contribution   
               made pursuant to Section 4.l(d), 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.

               Only Participants who are actively employed on the last day of  
               the Plan Year shall be eligible to share in the discretionary   
               contribution for the year.

               (c)  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

                                       36
Participants, if any, in accordance with Section 6.4(f).  The        
          remaining Forfeitures, if any, shall be allocated to Participants'   
          Accounts in the following manner:

               (1)  Forfeitures attributable to Employer matching              
               contributions made pursuant to Section 4.1(b) shall be          
               allocated among the Participants' Accounts in the same          
               proportion that each such Participant's Compensation for the    
               year bears to the total Compensation of all Participants for    
               the year.

               Except, however, Participants who are not eligible to share in  
               matching contributions for a Plan Year shall not share in Plan  
               Forfeitures attributable to Employer matching contributions for 
               that year, unless required pursuant to Section 4.4(j).

               (2)  Forfeitures attributable to Employer discretionary         
               contributions made pursuant to Section 4.1(d) shall be          
               allocated among the Participants' Accounts of Participants      
               otherwise eligible to share in the allocation of discretionary  
               contributions for the year in the same proportion that each     
               such Participant's Compensation for the year bears to the total 
               Compensation of all such Participants for the year.

               Provided, however, that in the event the allocation of          
          Forfeitures provided herein shall cause the "annual addition"        
          (as defined in Section 4.9) to any Participant's Account to          
          exceed the amount allowable by the Code, the excess shall be         
          reallocated in accordance with Section 4.10.

               (d)  For any Top Heavy Plan Year, Non-Key Employees not         
          otherwise eligible to share in the allocation of contributions and   
          Forfeitures as provided above, shall receive the minimum allocation  
          provided for in Section 4.4(h) if eligible pursuant to the           
          provisions of Section 4.4(j).

               (e)  Participants who are not actively employed on the last day 
          of the Plan Year due to Retirement (Early, Normal or Late), Total    
          and Permanent Disability or death shall share in the allocation of   
          contributions

                                       37
and Forfeitures for that Plan Year only if otherwise eligible in     
          accordance with this Section.

               (f)  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.

               Participants' transfers from other qualified plans deposited in 
          the general Trust Fund after a valuation date shall not share in any 
          earnings and losses (net appreciation or net depreciation) of the    
          Trust Fund for such period.  Each segregated account maintained on   
          behalf of a Participant shall be credited or charged with its        
          separate earnings and losses.

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

               (h)  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 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, in determining       
          whether a Non-Key Employee has received the required

                                       38
minimum allocation, such Non-Key Employee's Deferred Compensation    
          and matching contributions needed to satisfy the "Actual             
          Contribution Percentage" tests pursuant to Section 4.7(a) shall not  
          be taken into account.

               However, no such minimum allocation shall be required in this   
          Plan for any Non-Key Employee who participates in another defined    
          contribution plan subject to Code Section 412 providing such         
          benefits included with this Plan in a Required Aggregation Group.

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

               (j)  For any Top Heavy Plan Year, the minimum allocations set   
          forth above 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; and (2) 
          declined to make mandatory contributions (if required) or, in the    
          case of a cash or deferred arrangement, elective contributions to    
          the Plan.

               (k)  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)).

               (l)  Notwithstanding anything herein to the contrary,           
          Participants who terminated employment for any reason 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.

               (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

                                       39
(2)  one account representing his status in the Plan            
               attributable to post-break service.

               (n)  Notwithstanding anything to the contrary, for Plan Years   
          beginning after December 31, 1989, if this is a 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.

               (3)  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

                                       40
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.

     4.5  ACTUAL DEFERRAL PERCENTAGE TESTS

               (a)  Maximum Annual Allocation:  For each Plan Year, the annual 
           allocation derived from Employer Elective Contributions to a        
           Participant's 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)-l(b) are incorporated herein by reference.

               However, in order to prevent the multiple use of the            
               alternative method described in (2) above and in Code Section   
               401(m)(9)(A), any Highly Compensated Participant eligible to    
               make elective deferrals pursuant to Section 4.2 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.

               (b)  For the purposes of this Section "Actual Deferral          
          Percentage" means, with respect to the Highly Compensated            
          Participant group and Non-Highly

                                       41
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 allocated to each      
          Participant's 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 shall be calculated to the nearest        
          one-hundredth of one percent.  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 Employee 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", 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 (l) above.

                                       42
(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 Sections 4.5(a) and 4.6, a Highly      
          Compensated Participant and a Non-Highly Compensated Participant     
          shall include any Employee eligible to make a deferral election      
          pursuant to Section 4.2, whether or not such deferral election was   
          made or suspended pursuant to Section 4.2.

               (e)  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 410(b)(2)(A)(ii)), 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 case, 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, an employee stock ownership plan     
          described in Code Section 4975(e)(1) 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).

               (f)  For the purposes of this Section, if a Highly Compensated  
          Participant is a Participant under two 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)) of the Employer or an Affiliated Employer, all such cash 
          or deferred arrangements shall be treated as one cash or deferred    
          arrangement for the

                                       43
purpose of determining the actual deferral ratio with respect to     
          such Highly Compensated Participant.  However, 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.

     4.6  ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

     In the event that the initial allocations of the Employer's Elective
Contributions made pursuant to Section 4.4 do not satisfy one of the tests set
forth in Section 4.5(a), 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 until one of the  
          tests set forth in Section 4.5(a) 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 4.5(a) is satisfied.  For each Highly Compensated         
          Participant, the amount of Excess Contributions is equal to the      
          Elective Contributions 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     
          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.

               (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;

                                       44
(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 adjusted for Income; and

                    (iv) shall be designated by the Employer as a distribution 
                    of Excess Contributions (and Income).

               (2)  Any distribution of less than the entire amount of Excess  
               Contributions shall be treated as a pro rata distribution of    
               Excess Contributions and Income.

               (3)  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 4.5(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        
                    4.5(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

                                       45
Participants whose Elective 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 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 4.5(a).  
          Such contribution shall be allocated to the Participant's 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.

     4.7  ACTUAL CONTRIBUTION PERCENTAGE TESTS

               (a)  The "Actual Contribution Percentage" 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

               (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, 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 4.2 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    
          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 Code Section   
          401(m) and Regulations 1.401(m)-l(b) and 1.401(m)-2 are              
          incorporated herein by reference.

                                       46
(b)  For the purposes of this Section and Section 4.8, "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 4.1(b) on behalf of each such Participant for such   
               Plan Year; to

               (2)  the Participant's "414(s) Compensation" for such Plan      
               Year.

               (c)  For purposes of determining the "Actual Contribution       
          Percentage" and the amount of Excess Aggregate Contributions         
          pursuant to Section 4.8(d), only Employer matching                   
          contributions 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           
          pursuant to Section 4.1(b) allocated to their accounts,              
          elective deferrals (as defined in Regulation 1.402(g)-l(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)-l(b)(2) which is        
          incorporated herein by reference.  However, 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

                                       47
aggregating Employer matching contributions made pursuant to    
               Section 4.l(b) 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 4.1(b) and "414(s) Compensation" of all eligible Family 
               Members (including Highly Compensated Participants).  However,  
               in applying the $200,000 limit to "414(s) Compensation", 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 4.1(b) 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)), 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 (e) only if   
          they have the same plan year.

                                       48
Notwithstanding the above, 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)) 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, 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 Sections 4.7(a) and 4.8, a Highly          
          Compensated Participant and Non-Highly Compensated Participant shall 
          include any Employee eligible to have Employer matching              
          contributions pursuant to Section 4.1(b) (whether or not a deferral  
          election was made or suspended pursuant to Section 4.2(e)) allocated 
          to his account for the Plan Year.

4.8 ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

               (a)  In the event that 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 4.7(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 Vested portion of Excess Aggregate Contributions (and     
          Income allocable to such contributions) or, if forfeitable, forfeit  
          such non-Vested Excess Aggregate Contributions (and Income allocable 
          to such Forfeitures) until either one of the tests set forth in      
          Section 4.7(a) is satisfied, or until his actual contribution ratio  
          equals the actual contribution ratio of the Highly Compensated       
          Participant having the second highest

                                       49
actual contribution ratio.  This process shall continue until one of 
          the tests set forth in Section 4.7(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 4.6(a)(1);

               (2)  Remaining Employer matching contributions.

               (b)  Any distribution and/or Forfeiture of less than the entire 
          amount of Excess Aggregate Contributions (and Income) shall be       
          treated as a pro rata distribution and/or Forfeiture 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 4.4.  However, no such Forfeiture may be     
          allocated to a Highly Compensated Participant whose contributions    
          are reduced pursuant to this Section.

               (c)  Excess Aggregate 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 each Highly Compensated Participant, the amount of     
          Excess Aggregate Contributions is equal to the total Employer        
          matching contributions made pursuant to Section 4.1(b) and any       
          qualified non-elective contributions or elective deferrals taken     
          into account pursuant to Section 4.7(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. 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 4.1(b) and any qualified non-elective       
          contributions or elective deferrals taken into account pursuant to   
          Section 4.7(c) on behalf of such Highly Compensated Participant for  
          such Plan Year.

                                       50
(e)  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.

               (f)  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 4.7(d)(1)(ii), 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 4.1(b) and any qualified non-elective       
               contributions or elective deferrals taken into account pursuant 
               to Section 4.7(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 4.7(d)(1)(i), 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  
               4.1(b) and any qualified non-elective contributions or elective 
               deferrals taken into account pursuant to Section 4.7(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

                                       51
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 4.1(b) 
               and any qualified non-elective contributions or elective        
               deferrals taken into account pursuant to Section 4.7(c).

               (g)  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 4.7(a).  Such contribution shall be allocated to    
          the Participant's 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 4.5(a).

     4.9  MAXIMUM ANNUAL ADDITIONS

               (a)  Notwithstanding the foregoing, the maximum "annual         
          additions" credited to a Participant's accounts for any "limitation  
          year" shall equal the lesser of:  (1) $30,000 (or, if greater,       
          one-fourth of the dollar limitation in effect under Code Section     
          415(b)(1)(A)) or (2) twenty-five percent (25%) of the Participant's  
          "415 Compensation" for such "limitation year".

               (b)  For purposes of applying the limitations of Code Section   
          415, "annual additions" means the sum credited to a Participant's    
          accounts for any "limitation year" of (1) Employer contributions,    
          (2) 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 plan (as defined in Code Section 419(e))

                                       52
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).

               (c)  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 4.9(b)(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) (mandatory contributions); and (5)         
          Employee contributions to a simplified employee pension excludable   
          from gross income under Code Section 408(k)(6).
 
               (d)  For purposes of applying the limitations of Code Section   
          415, "415 Compensation" shall include the Participant's wages,       
          salaries, fees for professional service and other amounts for        
          personal services actually rendered in the course of employment with 
          an Employer maintaining the Plan (including, but not limited to,     
          commissions paid salesmen, compensation for services on the basis of 
          a percentage of profits, commissions on insurance premiums, tips and 
          bonuses and in the case of a Participant who is an Employee within   
          the meaning of Code Section 401(c)(1) and the regulations            
          thereunder, the Participant's earned income (as described in Code    
          Section 401(c)(2) and the regulations thereunder)) paid or accrued   
          during the "limitation year".

               "415 Compensation" shall exclude (1)(A) contributions made by   
          the Employer to a plan of deferred compensation to the extent that,  
          before the application of the Code Section 415 limitations to the    
          Plan, the contributions are not includable in the gross income of    
          the Employee for the taxable year in which contributed, (B)          
          contributions made by the Employer to

                                       53
a plan of deferred compensation to the extent that all or a portion   
         of such contributions are recharacterized as a voluntary Employee     
         contribution, (C) Employer contributions made on behalf of an         
         Employee to a simplified employee pension plan described in Code      
         Section 408(k) to the extent such contributions are excludable from   
         the Employee's gross income, (D) any distributions from a plan of     
         deferred compensation regardless of whether such amounts are          
         includable in the gross income of the Employee when distributed       
         except any amounts received by an Employee pursuant to an unfunded    
         non-qualified plan to the extent such amounts are includable in the   
         gross income of the Employee; (2) amounts realized from the exercise  
         of a non-qualified stock option or when restricted stock (or          
         property) held by an 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  
         receive special tax benefits, such as premiums for group term life    
         insurance (but only to the extent that the premiums are not           
         includable in the gross income of the Employee), or contributions     
         made by the Employer (whether or not under a salary reduction         
         agreement) towards the purchase of any annuity contract described in  
         Code Section 403(b) (whether or not the contributions are excludable  
         from the gross income of the Employee).  For the purposes of this     
         Section, the determination of "415 Compensation" shall be made by not 
         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).

               (e)  For purposes of applying the limitations of Code Section   
          415, the "limitation year" shall be the Plan Year.

               (f)  The dollar limitation under Code Section 415(b)(1)(A)      
          stated in paragraph (a)(l) above shall be adjusted annually as       
          provided in Code Section 415(d) pursuant to the Regulations.  The    
          adjusted limitation is effective as of January 1st of each calendar  
          year and is applicable to "limitation years" ending with or within   
          that calendar year.

                                       54
(g)  For the purpose of this Section, ali qualified defined     
          benefit plans (whether terminated or not) ever maintained by the     
          Employer shall be treated as one defined benefit plan, and all       
          qualified defined contribution plans (whether terminated or not)     
          ever maintained by the Employer shall be treated as one defined      
          contribution plan.

               (h)  For the purpose of this Section, if the Employer is a      
          member of a controlled group of corporations, trades or businesses   
          under common control (as defined by Code Section 1563(a) or Code     
          Section 414(b) and (c) as modified by Code Section 415(h)), is a     
          member of an affiliated service group (as defined by Code Section    
          414(m)), or is a member of a group of entities required to be        
          aggregated pursuant to Regulations under Code Section 414(o), all    
          Employees of such Employers shall be considered to be employed by a  
          single Employer.

               (i)  For the purpose of this Section, if this Plan is a Code    
          Section 413(c) plan, all Employers of a Participant who maintain     
          this Plan will be considered to be a single Employer.

               (j)(1)  If a Participant participates in more than one          
          defined contribution plan maintained by the Employer which have      
          different Anniversary Dates, the maximum "annual additions" under    
          this Plan shall equal the maximum "annual additions" for the         
          "limitation year" minus any "annual additions" previously credited   
          to such Participant's accounts during the "limitation year".

               (2)  If a Participant participates in both a defined            
          contribution plan subject to Code Section 412 and a defined          
          contribution plan not subject to Code Section 412 maintained by the  
          Employer which have the same Anniversary Date, "annual additions"    
          will be credited to the Participant's accounts under the defined     
          contribution plan subject to Code Section 412 prior to crediting     
          "annual additions" to the Participant's accounts under the defined   
          contribution plan not subject to Code Section 412.

               (3)  If a Participant participates in more than one defined     
          contribution plan not subject to Code Section 412 maintained by the  
          Employer which have

                                       55
the same Anniversary Date, the maximum "annual additions" under this 
          Plan shall equal the product of (A) the maximum "annual additions"   
          for the "limitation year" minus any "annual additions" previously    
          credited under subparagraphs (1) or (2) above, multiplied by (B) a   
          fraction (i) the numerator of which is the "annual additions" which  
          would be credited to such Participant's accounts under this Plan     
          without regard to the limitations of Code Section 415 and (ii) the   
          denominator of which is such "annual additions" for all plans        
          described in this subparagraph.

               (k)  If an Employee is (or has been) a Participant in one or    
          more defined benefit plans and one or more defined contribution      
          plans maintained by the Employer, the sum of the defined benefit     
          plan fraction and the defined contribution plan fraction for any     
          "limitation year" may not exceed 1.0.

               (l)  The defined benefit plan fraction for any "limitation      
          year" is 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 the 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 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 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.

                                       56
(m)  The defined contribution plan fraction for any "limitation 
          year" is 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 
          Employee contributions to all 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 dollar limitation          
          determined under Code Sections 415(b) and (d) in effect under Code   
          Section 415(c)(1)(A) or 35 percent of the Participant's Compensation 
          for such year.

               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 6, 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 6, 1986, but using the Code Section 415 limitation    
          applicable to the first "limitation year" beginning on or after      
          January 1, 1987.  The annual addition for any "limitation year"      
          beginning before January 1, 1987 shall not be recomputed to treat    
          all Employee contributions as annual additions.

                                       57
(n)  Notwithstanding the foregoing, for any "limitation year"   
          in which the Plan is a Top Heavy Plan, 100% shall be substituted for 
          125% in Sections 4.9(1) and 4.9(m) unless the extra minimum          
          allocation is being provided pursuant to Section 4.4.  However, for  
          any "limitation year" in which the Plan is a Super Top Heavy Plan,   
          100% shall be substituted for 125% in any event.

               (o)  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.

     4.10 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

               (a)  If, as a result of the allocation of Forfeitures, a        
          reasonable error in estimating a Participant's Compensation 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 "annual additions" to be exceeded for any Participant, the   
          Administrator shall (1) return any voluntary Employee contributions  
          credited for the "limitation year" to the extent that the return     
          would reduce the "excess amount" in the Participant's accounts (2)   
          hold any "excess amount" remaining after the return of any voluntary 
          Employee contributions in a "Section 415 suspense account" (3) use   
          the "Section 415 suspense account" in the next "limitation year"     
          (and succeeding "limitation years" if necessary) to reduce Employer  
          contributions for that Participant if that Participant is covered by 
          the Plan as of the end of the "limitation year", or if the           
          Participant is not so covered, allocate and reallocate the "Section  
          415 suspense account" in the next "limitation year" (and succeeding  
          "limitation years" if necessary) to all Participants in the Plan     
          before any Employer or Employee contributions which would constitute 
          "annual additions" are made to the Plan for such "limitation year"   
          (4) reduce Employer contributions to the Plan for such "limitation   
          year" by the amount of the "Section 415 suspense account" allocated  
          and reallocated during such "limitation year".

               (b)  For purposes of this Article, "excess amount" for any      
          Participant for a "limitation year"

                                       58
shall mean the excess, if any, of (1) the "annual additions" which   
          would be credited to his account under the terms of the Plan without 
          regard to the limitations of Code Section 415 over (2) the maximum   
          "annual additions" determined pursuant to Section 4.9.

               (c)  For purposes of this Section, "Section 415 suspense        
          account" shall mean an unallocated account equal to the sum of       
          "excess amounts" for all Participants in the Plan during the         
          "limitation year".  The "Section 415 suspense account" shall not     
          share in any earnings or losses of the Trust Fund.

               (d)  The Plan may not distribute "excess amounts", other than   
          voluntary Employee contributions, to Participants or Former          
          Participants.

4.11 TRANSFERS FROM QUALIFIED PLANS

               (a)  With the consent of the Administrator, amounts may be      
          transferred from other qualified plans by Employees, 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 Trust 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)  Except as permitted by Regulations (including Regulation   
          1.411(d)-4), 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)-l(d).

               (d)  At Normal Retirement Date, or such other date when the     
          Participant or his Beneficiary shall be

                                       59
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 417 and 411(a)(11) 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 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 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)  All amounts allocated to a Participant's Rollover Account  
          may be treated as a Directed Investment Account pursuant to Section  
          4.12.

               (g)  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;

                                       60
and (iv) amounts distributed to the Employee from a conduit          
          individual retirement account meeting the requirements of clause     
          (iii) above, and transferred by the Employee to this Plan within     
          sixty (60) days of the receipt thereof from such conduit individual  
          retirement account.

               (h)  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.

               (i)  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.

4.12 DIRECTED INVESTMENT ACCOUNT

               (a)  The Administrator, in his sole discretion, may determine   
          that all Participants be permitted to direct the Trustee as to the   
          investment of all or a portion of the Vested interest in any one or  
          more of their individual account balances.  If such authorization is 
          given by the Administrator, Participants may, subject to a procedure 
          established and applied in a uniform nondiscriminatory manner,       
          direct the Trustee in writing to invest the Vested portion of their  
          account in specific assets or other investments permitted under the  
          Plan.  That portion of the Vested account of any Participant so      
          directing will thereupon be considered a Directed Investment         
          Account, which shall not share in Trust Fund earnings.

               (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 his 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,

                                       61
gains, losses and expenses as well as any appreciation or            
          depreciation in market value during each Plan Year attributable to   
          such account.

                                    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" prior to taking into
consideration any contribution to be allocated for that Plan Year.  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.

                                       62
ARTICLE VI
                  DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1 DETERMINATION OF BENEFITS UPON RETIREMENT

     Every Participant may terminate his employment with the Employee and
retire for the purposes hereof on 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 4.4, shall continue until his Late Retirement Date.  Upon
a Participant's Retirement Date, or as soon thereafter as is practicable, the
Trustee shall distribute 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       
          Administrator shall direct the Trustee, in accordance with the       
          provisions of Sections 6.6 and 6.7, to distribute the value of the   
          deceased Participant's accounts to the Participant's Beneficiary.

               (b) Upon the death of a Former Participant, the Administrator   
          shall direct the Trustee, in accordance with the provisions of       
          Sections 6.6 and 6.7, to distribute any remaining amounts credited   
          to the accounts of a 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 death benefit shall be the       
          Participant's spouse, who shall receive such benefit in the form of  
          a Pre-Retirement

                                       63
Survivor Annuity pursuant to Section 6.6.  Except, however, the      
          Participant may designate a Beneficiary other than his spouse 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.  In the event no valid 
          designation of Beneficiary exists at the time of the Participant's   
          death, the death benefit shall be payable to his estate.

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 Trustee, in
accordance with the provisions of Sections 6.5 and 6.7, shall distribute to
such Participant all amounts credited to such Participant's Combined Account
as though he had retired.

                                       64
6.4 DETERMINATION OF BENEFITS UPON TERMINATION

               (a) On or before the Anniversary Date coinciding with or        
          subsequent to the termination of a Participant's employment for any  
          reason other than death, Total and Permanent Disability or           
          retirement, the Administrator may direct the Trustee to segregate    
          the amount of the Vested portion of such Terminated Participant's    
          Combined Account and invest the aggregate amount thereof in a        
          separate, federally insured savings account, certificate of deposit, 
          common or collective trust fund of a bank or a deferred annuity.  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 4.4 until such time as a distribution is made to the         
          Terminated Participant. 

                   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 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 the      
          Trustee to cause the

                                       65
entire Vested portion of the Terminated Participant's Combined       
          Account to be payable to such Terminated Participant 6 months after  
          termination of employment.  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 417 and 411(a)(11) and the 
          Regulations thereunder.

                   If the value of a Terminated Participant's Vested 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 shall direct the Trustee to cause    
          the entire Vested benefit to be paid to such Participant in a single 
          lump sum.

                   For purposes of this Section 6.4, if the value of a         
          Terminated Participant's Vested benefit is zero, the Terminated      
          Participant shall be deemed to have received a distribution of such  
          Vested benefit.

               (b) The Vested portion of any Participant's Account shall be a  
          percentage of the total amount credited to his Participant's Account 
          determined on the basis of the Participant's number of Years of      
          Service according to the following schedule:

                                  Vesting Schedule
                        Years of Service           Percentage
                               3                       20 %
                               4                       40 %
                               5                       60 %
                               6                       80 %
                               7                      100 %

               (c) Notwithstanding the vesting provided for in paragraph (b)   
          above, for any Top Heavy Plan Year, the Vested portion of the        
          Participant's Account of any Participant who has an Hour of Service  
          after the Plan becomes top heavy shall be a percentage of the total  
          amount credited to his Participant's Account determined on the basis 
          of the Participant's number of Years of Service according to the     
          following schedule:

                                       66
Vesting Schedule
                        Years of Service           Percentage
                               2                       20 %
                               3                       40 %
                               4                       60 %
                               5                       80 %
                               6                      100 %

                   If in any subsequent Plan Year, the Plan ceases to be a Top 
          Heavy Plan, the Administrator shall revert to the vesting schedule   
          in effect before this Plan became a Top Heavy Plan.  Any such        
          reversion shall be treated as a Plan amendment pursuant to the terms 
          of the Plan.

               (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) 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 Plan.  For this   
          purpose, the Plan shall be treated as having been amended if the     
          Plan provides for an automatic change in vesting due to a change in  
          top heavy status.  In the event that the Plan is amended to change   
          or modify any vesting schedule, a Participant with at least three    
          (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.  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.

                                       67
(f)(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, or was deemed to have 
               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 five (5) consecutive 1-Year Breaks 
               in Service commencing after the distribution, or in the event   
               of a deemed distribution, upon the reemployment of such Former  
               Participant.  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, or in the event of a deemed distribution,   
               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 or other valuation date      
               coinciding with or preceding his termination.  The source for   
               such reinstatement shall first be any Forfeitures occurring     
               during the year.  If such source is insufficient, then the      
               Employer shall contribute an amount which is sufficient to      
               restore any such forfeited Accounts provided, however, that if  
               a discretionary contribution is made for such year pursuant to  
               Section 4.1(d), such contribution shall first be applied to     
               restore any such Accounts and the remainder shall be allocated  
               in accordance with Section 4.4.

               (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:

                                       68
(i) If a Former Participant has a 1-Year Break in         
                     Service, his pre-break and post-break service shall be    
                     used for computing Years of Service for eligibility and   
                     for vesting purposes only after he has been employed for  
                     one (1) Year of Service following the date of his         
                     reemployment with the Employer;

                     (ii) Any Former Participant who under he Plan does not    
                     have a nonforfeitable right to any interest in the Plan   
                     resulting from Employer contributions shall lose credits  
                     otherwise allowable under (i) above 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;

                     (iii) 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;

                     (iv) If a Former Participant who has not had his Years of 
                     Service before a 1-Year Break in Service disregarded      
                     pursuant to (ii) above completes one (1) Year of Service  
                     for eligibility purposes following his reemployment with  
                     the Employer, he shall participate in the Plan            
                     retroactively from his date of reemployment;

                     (v) If a Former Participant who has not had his Years of  
                     Service before a 1-Year Break in Service disregarded      
                     pursuant to (ii) above 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.

                                       69
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 50% 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 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

                                       70
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, 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 entitle 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

                                       71
(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 Trustee to distribute  
          to a Participant or his Beneficiary any amount to which he is        
          entitled under the Plan in one or more of the following methods:

               (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 (A) segregate  
               the aggregate amount thereof in a separate, federally insured   
               savings account, certificate of deposit in a bank or savings    
               and loan association, money market certificate or other liquid  
               short-term security or (8) purchase a nontransferable annuity   
               contract for a term certain (with no life contingencies)        
               providing for such payment.  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).

               (c) 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, $3,500 at the time of any prior distribution.  Further,    
          the spouse of a Participant must consent in writing to any immediate 
          distribution.  If the value of the

                                       72
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, $3,500 at the time of any prior       
          distribution 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".

                                       73
(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, 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 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) 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    
               the life expectancy of the Participant (or the life             
               expectancies of the Participant and his designated Beneficiary) 
               in accordance with Regulations. Notwithstanding the foregoing,  
               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.

                                       74
(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.

               (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.  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 the Plan.

               (h) If a distribution is made at a time when a Participant 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 (R x D)) - (R x D)

               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.

                                       75
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 his death benefit paid to his surviving  
          spouse in the form of a Pre-Retirement Survivor Annuity.  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(g).
         
               (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

                                       76
(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)(5).  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 such separation.
        
               (e) 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,    
          $3,500 at the time of any prior distribution, an immediate           
          distribution of the entire

                                       77
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 wish Section 6.5(a)(2).
        
               (f)(l) In the event the death benefit is not paid in the form   
          of a Pre-Retirement Survivor Annuity, it 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(g):

                   (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 direct the Trustee to reduce the period over which such  
                   periodic installments shall be made, and the Trustee shall  
                   adjust the cash amount of such periodic installments        
                   accordingly.

               (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 the Trustee to             
          segregate the death benefit into a separate account, and the         
          Trustee shall invest such segregated account separately, and         
          the funds accumulated in such account shall be used for the          
          payment of the installments.

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

                                       78
under the method of distribution selected pursuant to Section 6.5 as 
          of his date of death.  If a Participant dies before he has begun go  
          receive any distributions of his interest under the Plan or before   
          distributions are deemed to have begun pursuant to Regulations, then 
          his death benefit shall be distributed to his Beneficiaries by       
          December 31st of the calendar year in which the fifth anniversary of 
          his date of death occurs.
               
              However, the 5-year distribution requirement of the              
          preceding paragraph 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 not later than        
          December 31st of the calendar year immediately following the         
          calendar year in which the Participant died.  However, in the event  
          the Participant's spouse (determined as of the date of the           
          Participant's death) is his Beneficiary, the requirement that        
          distributions commence within one year of a 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.

               (h) 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 predetermined annually in accordance with     
          Regulations.  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.

6.7 TIME OF SEGREGATION OR DISTRIBUTION

     Except as limited by Sections 6.5 and 6.6, whenever the Trustee is to
make a distribution or to commence a series of payments on or as of an
Anniversary Date, the distribution 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

                                       79
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.

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.

6.10 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

                                       80
the Plan.  For the purposes of this Section, "alternate payee," "qualified
domestic relations owner" and "earliest retirement age" shall have the meaning
set forth under Code Section 414(p).

                                  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   
          Trustee 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 7.6; 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 such investments,  
          the Trustee shall not be restricted to

                                       81
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 the Plan may qualify as a qualified Profit  
          Sharing 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, at the direction of the Administrator, shall   
          ratably apply for, own, and pay premiums on Contracts on the lives   
          of the Participants.  If a life insurance policy 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 of the   
          contributions and Forfeitures to the credit of the Participant at    
          any particular time.  If term insurance is purchased with such       
          contributions, the aggregate premium must be less than 25% 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       
          contributions and Forfeitures allocated to a Participant's Combined  
          Account.  The Trustee must convert the entire value of the life      
          insurance 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, or distribute  
          the Contracts to the Participant. 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.

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 the Plan,
shall have the following powers and authorities, to be exercised in the
Trustee's sole discretion:

                                       82
(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;

                                       83
(g) To accept and retain for such time as the Trustee may deem  
          advisable any securities or other property received or acquired 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 grantee;

               (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 responsible insurance         
          companies, to be selected by the Administrator, 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 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;

                                       84
(o) To deposit monies in federally insured savings accounts or  
          certificates of deposit in banks 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 an affiliated company of    
          the 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 Participants are so empowered by the           
          Administrator, each Participant may direct the Trustee to separate   
          and keep separate all or a portion of his share of his account; 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.  The Trustee   
          shall not be responsible or liable for any loss or expense which may

                                       85
result from the Trustee's refusal or failure to comely with any      
          directions from the Participant.  Any costs and expenses related to  
          compliance with the Participant's directions shall be borne by the   
          Participant's Directed Investment Account.

7.4 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.

7.5 TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES
             
     The Trustee shall be paid such reasonable compensation as shall from time
to time be 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 the 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 be 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.

7.6 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
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;
         
               (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,

                                       86
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.

7.7 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.  All auditing and accounting fees   
          shall be an expense of and may, at the election of the               
          Administrator, be paid from the Trust Fund.
        
               (b) 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

                                       87
after the end of the Plan Year or by such other date as may be       
          prescribed under regulations of the Secretary of Labor.

7.8 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.
        
               (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 7.6 or (ii) set forth in a special statement. 
          Any such special statement of account should be rendered to the      
          Employer

                                       88
no later than the due date of the annual statement of account for    
          the Plan Year. The procedures set forth in Section 7.6 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 7.6 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 7.6 and this subparagraph.

7.9 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.

7.10 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, provided, however, that the Trustee shall not be permitted
to acquire any qualifying Employer securities or qualifying Employer real
property if, immediately after the acquisition of such securities or property,
the fair market value of all qualifying Employer securities and qualifying
Employer real property held by the Trustee hereunder should amount to more
than 100% of the fair market value of all the assets in the Trust Fund.

                                    ARTICLE VIII
                       AMENDMENT, TERMINATION AND MERGERS

8.1 AMENDMENT
        
               (a) The Employer shall have the right at any time to amend the  
           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

                                       89
shall become effective as provided therein upon its execution.  The  
          Trustee shall not be required to execute any such amendment unless   
          the Trust provisions contained herein are a part of the Plan and the 
          amendment affects the duties of the Trustee hereunder.
        
               (b) 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.
        
               (c) Except as permitted by Regulations, 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 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 as provided in Section 6.4 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 of the Trust Fund to           
          Participants in a manner which is

                                       90
consistent with and satisfies the provisions of Section 6.5.         
          Distributions to a Participant shall be made in cash or in property  
          or through the purchase of irrevocable nontransferable deferred      
          commitments from an insurer.  Except as permitted by Regulations,    
          the termination of the Plan shall not result in the reduction of     
          "Section 411(d)(6) protected benefits" in accordance with Section    
          8.1(c).

8.3 MERGER OR CONSOLIDATION
             
     This Plan and Trust may be merged or consolidated with, or its assets
and/or liabilities may be transferred to any other plan and trust 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 transfer, merger or consolidation does not otherwise
result in the elimination or reduction of any "Section 411(d)(6) protected
benefits" in accordance with Section 8.1(c).

                                 ARTICLE IX
                                MISCELLANEOUS

9.1 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.

9.2 ALIENATION
        
               (a) Subject to the exceptions provided below, no benefit which  
          shall be payable out of the Trust Fund to any person (including a    
          Participant or his Beneficiary) shall be subject in any manner to    
          anticipation, alienation, sale, 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

                                       91
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 by the  
          Trustee, 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, as a result of a loan from   
          the 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 distributed as shall equal such loan indebtedness shall be    
          paid by the Trustee to the Trustee or the Administrator, at the      
          direction of the Administrator, to apply against or discharge such   
          loan indebtedness.  Prior to making a payment, however, the          
          Participant or Beneficiary must be given written notice by the       
          Administrator that such loan 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 loan 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.

9.3 CONSTRUCTION OF PLAN
             
     This Plan and Trust shall be construed and enforced according to the Act
and the laws of the State of South Carolina, other than its laws respecting
choice of law, to the extent not preempted by the Act.

                                       92
9.4 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.

9.5 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.

9.6 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.
         
               (b) In the event the Employer shall make an excessive           
          contribution under a mistake of fact pursuant to Act Section         
          403(c)(2)(A), the Employer may demand repayment of such excessive    
          contribution at any time within one (1) 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 excess contributions may not be returned to the Employer but  
          any losses attributable thereto must reduce the amount so returned.

                                       93
9.7 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.

9.8 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.

9.9 INSURER'S PROTECTIVE CLAUSE
             
     Any 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.

                                       94
9.10 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 the Plan, shall, to the extent thereof, be
in full satisfaction of all claims hereunder against the Trustee and the
Employer, either of whom may require such Participant, legal representative,
Beneficiary, guardian or committee, as a condition precedent to such payment,
to execute a receipt and release thereof in such form as shall be determined
by the Trustee or Employer.

9.11 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.

9.12 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY
              
     The "named Fiduciaries" of this Plan are (1) the Employer, (2) the
Administrator and (3) the Trustee. 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 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 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

                                       95
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.  In the
furtherance of their responsibilities hereunder, the "named Fiduciaries" shall
be empowered to interpret the Plan and Trust and to resolve ambiguities,
inconsistencies and omissions, which findings shall be binding, final and
conclusive.

9.13 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.

9.14 APPROVAL BY INTERNAL REVENUE SERVICE
         
               (a) Notwithstanding anything herein to the contrary,            
          contributions to this Plan are conditioned upon the initial          
          qualification of the Plan under Code Section 401.  If the Plan       
          receives an adverse determination with respect to its initial        
          qualification, then the Plan may return such contributions to the    
          Employer within one year after such determination, provided the      
          application for the determination is made by the time prescribed by  
          law for filing the Employer's return for the taxable year in which   
          the Plan was adopted, or such later date as the Secretary of the     
          Treasury may prescribe. 
         
               (b) Notwithstanding any provisions to the contrary, except      
          Sections 3.6, 3.7, and 4.1(f), 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 (1) year  
          following the disallowance of the deduction, 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.

                                       96
9.15 UNIFORMITY
             
     All provisions of this Plan shall be interpreted and applied in a
uniform, nondiscriminatory manner.  In the event of any conflict between the
terms of this Plan and any Contract purchased hereunder, the Plan provisions
shall control.

                                       97
IN WITNESS WHEREOF, this Plan has been executed the day and year first
above written.

Signed, sealed, and delivered
in the presence of:

                                                  First Federal Savings & Loan
                                                  Association of Anderson

/s/ Douglas T. Locke                              By /s/ Charles L. Stuart
--------------------------                           -------------------------
                                                           EMPLOYER
                                                  Chairman of the Board and
                                                  Chief Executive Officer
/s/ Sheila Dianne Coker
_________________________
WITNESS AS TO EMPLOYER

                                                  ATTEST /s/ Hazel L. Moore
                                                        ----------------------
                                                        Secretary & Treasurer

/s/ Douglas T. Locke                             /s/ James H. Burton
_________________________                        _______________________(SEAL)
                                                        TRUSTEE

/s/ Sheila Dianne Coker
_________________________
WITNESS AS TO TRUSTEE

/s/ Sheila Dianne Coker                          /s/ Aubrey T. Scales
_________________________                        _______________________(SEAL)
                                                        TRUSTEE
/s/ Ruby S. Palmer
_________________________
WITNESS AS TO TRUSTEE

/s/ Sheila Dianne Coker                          /s/ Charles L. Stuart
_________________________                        _______________________(SEAL)
                                                        TRUSTEE
/s/ Ruby S. Palmer
_________________________
WITNESS AS TO TRUSTEE

                                       98
/s/ Sheila Dianne Coker                          /s/ Robert S. Brock
_________________________                        _______________________(SEAL)
                                                        TRUSTEE
/s/ Ruby S. Palmer
_________________________
WITNESS AS TO TRUSTEE

/s/ Sheila Dianne Coker                          /s/ Douglas T. Locke
_________________________                        _______________________(SEAL)
                                                        TRUSTEE
/s/ Ruby S. Palmer
_________________________
WITNESS AS TO TRUSTEE

/s/ Sheila Dianne Coker                          /s/ Hazel Moore
_________________________                        _______________________(SEAL)
                                                        TRUSTEE

/s/ Ruby S. Palmer
_________________________
WITNESS AS TO TRUSTEE

                                       99
AMENDMENT TO
               FIRST FEDERAL SAVINGS & LOAN ASSOCIATION OF ANDERSON
                            401(K) PROFIT SHARING PLAN

     This Amendment to the First Federal Savings & Loan Association of
Anderson 401(k) Profit Sharing Plan (the "Plan") is made this 30th day of
December 1994, by First Federal Savings & Loan Association of Anderson (the
"Company").

     WHEREAS, the Company adopted the Plan effective January 1, 1991; and

     WHEREAS, the Company desires to provide certain provisions of the Plan;

     NOW THEREFORE, except as otherwise provided, effective January 1, 1993,
the Plan is hereby amended as follows:

1.   Sections 1.8 and 1.25 of Article I of the Plan is hereby amended by       
     adding the following sentence at the end thereof:

          Notwithstanding any other provision of the Plan, for Plan Years      
          beginning after December 31, 1993, Compensation and Section          
          414(s) Compensation in excess of $150,000 (or such greater           
          amount as the Secretary of the Treasury shall determine from         
          time to time in accordance with Section 401(a)(17) of the Code)      
          shall be disregarded for all purposes hereunder.

2.   Article VI of the Plan is hereby amended by adding the following new      
     Section 6.12:

          6.12 Eligible Rollover Distributions. This Section 6.12 of           
          Article VI applies to all distributions made on or after             
          January 1, 1993.  Notwithstanding any provision of the Plan to       
          the contrary that would otherwise limit a Distributee's              
          election under this Section 14, a Distributee may elect at the       
          time and in the manner prescribed by the Administrator, to have      
          any portion of an Eligible Rollover Distribution paid directly       
          to an Eligible Retirement Plan specified by the Distributee in       
          a Direct Rollover.

          (a) Eligible Rollover Distribution:  An Eligible Rollover            
          Distribution is any distribution of all or any portion of the        
          balance to the credit of the Distributee, except that an             
          Eligible Rollover Distribution does not include: any                 
          distribution that is
one of a series of substantially equal periodic payments (not        
          less frequently than annually) made for the life (or life            
          expectancy) of the Distributee or the joint lives (or joint          
          life expectancies) of the Distributee and the Distributee's          
          designated beneficiary, or for a specified period of ten years       
          or more; any distribution to the extent such distribution is         
          required under section 401(a)(9) of the Code; and the portion        
          of any distribution that is not includable in gross income.

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

          (c) Distributee:  A Distributee includes any Member.  In             
          addition, the Member's surviving spouse and the Member's spouse      
          or former spouse who is the alternate payee under a domestic         
          relations order, as defined in Section 414(p)(1)(A)(i) of the        
          Code, are Distributees with regard to the interest of the            
          spouse or former spouse.

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

3.   Section 3.3 of Article III of the Plan is hereby amended by adding        
     the following sentence at the end thereof:

     An Eligible Employee shall become a Participant effective as of the       
     January 1 or July 1 next following the date on which such Employee        
     met the eligibility requirements of Section 3.1, provided said            
     Employee was still employed as of such date (or if not employed on        
     such date, as of the date of rehire if a 1-Year Break in Service has      
     not occurred).

                                       2
4.   Section 4.4(a)(4) of Article IV of the Plan is hereby amended by          
     replacing the second paragraph thereof with the following new             
     paragraph:

     Only Participants who are actively employed on the last day of the        
     Plan Year and who have completed at least 1,000 Hours of Service          
     during such Plan Year shall be eligible to share in the                   
     discretionary contribution for the year; provided, however, the           
     above accrual requirements shall not apply with respect to                
     Participants who fail to satisfy the requirements by reason of            
     death, Disability or attainment of Normal Retirement Age in the Plan      
     Year or in a prior Plan Year.

5.   Except as provided herein, the Plan shall remain in full force and        
     effect.
       
     IN WITNESS WHEREOF, the duly authorized representative of the Company has
signed this Amendment on the date first written above.

                                            First Federal Savings & Loan
                                            Association of Anderson

                                            By:/s/ David C. Wakefield III
                                               -----------------------------

                                            Its: President
                                                 ---------------------------

                                            By:  /s/ Douglas T. Locke
                                               -----------------------------

                                            Its: Senior Vice President
                                                 ---------------------------

                                       3
AMENDMENT TO 401(K) PLAN
             
     This Amendment is made as of December 31, 1993 to the First Federal 
Savings and Loan Association of Anderson 401(k) Profit Sharing Plan and Trust 
(the "Plan") by First Federal Savings and Loan Association of Anderson (the  
"Company") and the undersigned Trustees (the "Trustees").
             
     WHEREAS, the Company desires to offer common stock in First 
Southeast Financial Corporation, which will be the new sponsor of the Plan, as
a self-directed investment; and
             
     WHEREAS, the Company also desires to amend the Plan to change the 
Plan Year to the 12 month period ending June 30.
             
     NOW THEREFORE, the Company and the Trustees agree that the Plan is 
hereby amended as follows:

1.   Section 6.11 shall be added as follows: 

     6.11 DISTRIBUTIONS OF COMPANY STOCK

     If a Participant's Directed Investment Account includes common stock      
     of the Employer ("Common Stock") at the time benefits under the Plan      
     become payable, the Participant or his Beneficiary may demand that        
     such Company Stock be distributed as part of his benefits due under       
     the Plan.  Prior to making a distribution of benefits, the                
     Administrator shall advise the Participant or his Beneficiary, in         
     writing, of the right to demand Common Stock described above.  If         
     the Participant or his Beneficiary fails to make such demand in           
     writing within 30 days after receipt of such written notice, the          
     Administrator shall direct the Trustee to make such distribution in       
     accordance with other provisions of the Plan.

2.   Section 1.45 is hereby amended by adding the following at the end         
     thereof:

     For the Plan Year beginning January 1, 1994, the Plan Year shall be       
     the short period beginning January 1, 1994 and ending June 30, 1994.      
     Thereafter, the Plan Year

PAGE
shall be the period beginning July 1 of each year and ending the          
     following June 30.

     IN WITNESS WHEREOF, the parties have signed these Amendments as 
of the 31st day of December, 1993.

                                          FIRST FEDERAL SAVINGS AND LOAN       
                                          ASSOCIATION OF ANDERSON

                                          By:  /s/ Douglas T. Locke
                                              ----------------------------

                                          Its: Senior Vice President
                                               ---------------------------

                                          TRUSTEES

                                          /s/ Charles L. Stuart
                                          -------------------------------
                                          Charles L. Stuart

                                          /s/ James H. Barton
                                          -------------------------------
                                          James H. Barton

                                          /s/ David C. Wakefield, III
                                          -------------------------------
                                          David C. Wakefield, III

                                          /s/ John L. Biediger
                                          -------------------------------
                                          John L. Biediger

                                          /s/ Douglas T. Locke
                                          -------------------------------
                                          Douglas T. Locke

                                          /s/ Aubrey T. Scales
                                          -------------------------------
                                          Aubrey T. Scales
AMENDMENT TO THE

                   FIRST FEDERAL SAVINGS & LOAN ASSOCIATION OF ANDERSON

                              401(k) PROFIT SHARING PLAN

      Section 3.1 of the Plan, CONDITIONS OF ELIGIBILITY, shall hereby be
amended by deleting said section in its entirety and replacing it with the
following:

          Any Eligible Employee who has completed one Year of Service and      
     has attained age twenty-one shall be eligible to participate              
     hereunder as of the date he has satisfied such requirements.  The         
     Employer shall give each prospective Eligible Employee written            
     notice of his eligibility to participate in the Plan prior to the         
     close of the Plan Year in which he first becomes an eligible              
     Employee.

     Section 3.3 of the Plan, EFFECTIVE DATE OF PARTICIPATION, shall hereby be
amended by deleting said section in its entirety and replacing it with the
following:

          An Eligible Employee shall become a Participant effective as of      
    the first day of the Plan Year in which such Employee met the              
    eligibility requirements of Section 3.1 if such eligibility                
    requirements were met during the first six months of that Plan Year,       
    or, if such Employee met the eligibility requirements of Section 3.1       
    during the last six months of a Plan Year, then the Employee shall         
    become a Participant effective as of the first day of the next             
    succeeding Plan Year if still employed or the date of rehire if a 1-       
    Year Break in Service has not occurred.

     Section 4.4(b)(4) of the Plan, ALLOCATION OF CONTRIBUTION, FORFEITURES
AND EARNINGS, is hereby amended by deleting this section in its entirety and
replacing it with the following:

     (4) With respect to the Employer's Non-Elective Contribution made         
     pursuant to Section 4.1(d), to each Participant's Account in the          
     same proportion that each such Participant's annual compensation for      
     the Employer's Fiscal Year Ending June 30th that falls within the         
     current Plan Year bears to the total of such compensation of all          
     Participants for such year.

     Only Participants who are actively employed on June 30th of the Plan      
     Year shall be eligible to share in the discretionary contribution         
     for the year.

                                       1
The effective date of this amendment is January 1, 1992.

In witness whereof, the Employer has caused this amendment to be executed as
of this 12th day of May, 1992.

/s/ Carole K. Bain                          8/12/92
___________________________________         __________________________________
               ATTEST                                     DATE

/s/ Charles L. Stuart                      /s/ David C. Wakefield, III
___________________________________        ___________________________________
               TRUSTEE                                   TRUSTEE

/s/ Aubrey T. Scales                       /s/ John L. Biediger
___________________________________        ___________________________________
               TRUSTEE                                   TRUSTEE

/s/ James H. Barton                        /s/ Douglas T. Locke
___________________________________        ___________________________________
               TRUSTEE                                   TRUSTEE