SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                     
                                 FORM S-8
                                     
                          REGISTRATION STATEMENT
                     UNDER THE SECURITIES ACT OF 1933
                               _____________
                                     
                               NEWCOR, INC.
           (Exact name of registrant as specified in its charter)

                                 Delaware
      (State or other jurisdiction of incorporation or organization)
                                     
                                38-0865770
                   (I.R.S. Employer Identification No.)
                                     
      1825 S. Woodward, Suite 240, Bloomfield Hills, Michigan 48302,
                              (810) 253-2400
(Address, including zip code, and telephone number, including area code, of
                 registrant's principal executive offices)
                                     
                              MIDWEST RUBBER
                                401(k) PLAN
                         (Full title of the plan)
                                     
                             W. John Weinhardt
                   President and Chief Executive Officer
                               Newcor, Inc.
                        1825 S. Woodward, Suite 240
                     Bloomfield Hills, Michigan 48302
                              (810) 253-2400
 (Name, address, including zip code, and telephone number, including area
                        code, of agent for service)
                               _____________
                                     
                                 Copy to:
                           Karen A. McCoy, Esq.
                Miller, Canfield, Paddock and Stone, P.L.C.
                      150 West Jefferson, Suite 2500
                          Detroit, Michigan 48226
                              (313) 963-6420
                                     
                      CALCULATION OF REGISTRATION FEE


Title of     Amount to    Proposed       Proposed    Amount of
each class   be           maximum        maximum     regis-
of           registered   offering       aggregate   tration
securities   (3)          price per      offering    fee
to be                     share (2)      price(2)
registered
(1)
Common       20,000       $8.5           $170,000    $58.62
Stock,       shares
$1.00 par
value


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

     (2)  Pursuant to Rule 457(h)(1) under the Securities Act, the offering
price is based upon the average high and low sales prices of the Common
Stock as reported on the National Association of Securities Dealers
National Market System on September 26, 1996.

     (3)  Shares that may be contributed as or purchased with matching
contributions are not being registered.


                                  PART II
                                     
                 INFORMATION REQUIRED IN THE REGISTRATION
                                 STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents heretofore filed by Registrant pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby
are incorporated in this Registration Statement by reference: (a)
Registrant's Annual Report on Form 10-K for the fiscal year ended October
31, 1995; (b) Registrant's Quarterly Reports on Form 10-Q for the quarters
ended January 31, 1996, April 30, 1996, and July 31, 1996; (c) Midwest
Rubber 401(k) Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 1995; (d) the description of Registrant's common stock, $1.00
par value, included in Registrant's Exchange Act Registration Statement on
Form 8-A, dated December 30, 1991; and (e) Registrant's Form 8-Ks filed on
December 8, 1995, April 4, 1996, and May 21, 1996 (acquisitions and
disposition).  All documents subsequently filed by Registrant pursuant to
Sections 13(a), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the date of filing such documents.


Item 4.  Description of Securities.

     Not applicable.


Item 5.  Interests of Named Experts and Counsel.

     Not applicable.


Item 6.  Indemnification of Directors and Officers.

     The General Corporation Law ("GCL") of the State of Delaware provides
that a Delaware corporation, such as the registrant, may indemnify a
director or officer against his or her expenses and judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection
with any action, suit or proceeding (other than an action by or in the
right of the corporation) involving such person by reason of the fact that
such person is or was a director or officer, concerning actions taken in
good faith and in a manner reasonably believed to be in or not opposed to
the best interest of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct
was unlawful.  The GCL also provides that in a derivative action, a
Delaware corporation may indemnify its directors and officers against
expenses actually and reasonably incurred to the extent that such director
or officer acted in good faith and in a manner such director or officer
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made with respect to any
claim, issue or matter as to which such director or officer is adjudged to
be liable to the corporation unless and only to the extent that the court
determines upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such director or officer is
fairly and reasonably entitled to indemnity for such expenses which the
court deems proper.  The GCL also generally permits the advancement of a
director's or officer's expenses, including by means of a mandatory charter
or bylaw provision to that effect, in lieu of requiring the authorization
of such advancement by the Board of Directors in specific cases.

     Section 102(b)(7) of the GCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such
provision may not eliminate or limit the liability of a director (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under Section
174 of the GCL (relating to liability for unauthorized acquisitions or
redemptions of, or dividends on, capital stock) or (iv) for any transaction
from which the director derived an improper personal benefit.

     Article Ninth of Registrant's Restated Certificate of Incorporation,
as amended, implements the foregoing provisions and provides as follows:

          NINTH.  (a)  The corporation shall indemnify any person who
     was or is a party or is threatened to be made a party to any
     threatened, pending or completed action, suit or proceeding,
     whether civil, criminal, administrative or investigative (other
     than an action by or in the right of the corporation) by reason
     of the fact that he is or was a director, officer, employee or
     agent of the corporation, or is or was serving at the request of
     the corporation as a director, officer, employee or agent of
     another corporation, partnership, joint venture, trust or other
     enterprise, including service with respect to employee benefit
     plans, against expenses (including attorneys' fees and ERISA
     excise taxes or penalties), judgments, fines and amounts paid in
     settlement actually and reasonably incurred by him in connection
     with such action, suit or proceeding if he acted in good faith
     and in a manner he reasonably believed to be in or not opposed to
     the best interests of the corporation, and, with respect to any
     criminal action or proceeding, had no reasonable cause to believe
     his conduct was unlawful.  The termination of any action, suit or
     proceeding by judgment, order, settlement, conviction, or upon a
     plea of nolo contendere or its equivalent, shall not, of itself,
     create a presumption that the person did not act in good faith
     and in a manner which he reasonably believed to be in or not
     opposed to the best interests of the corporation, and, with
     respect to any criminal action or proceeding, had reasonable
     cause to believe that his conduct was unlawful.

          (b)  The corporation shall indemnify any person who was or
     is a party or is threatened to be made a party to any threatened,
     pending or completed action or suit by or in the right of the
     corporation to procure a judgment in its favor by reason of the
     fact that he is or was a director, officer, employee or agent of
     the corporation, or is or was serving at the request of the
     corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other
     enterprise, including service with respect to employee benefit
     plans, against expenses (including attorneys' fees and ERISA
     excise taxes or penalties), actually and reasonably incurred by
     him in connection with the defense or settlement of such action
     or suit if he acted in good faith and in a manner he reasonably
     believed to be in or not opposed to the best interests of the
     corporation and except that no indemnification shall be made in
     respect of any claim, issue or matter as to which such person
     shall have been adjudged to be liable to the corporation unless
     and only to the extent that the court in which such action or
     suit was brought shall determine upon application that, despite
     the adjudication of liability but in view of all the
     circumstances of the case, such person is fairly and reasonably
     entitled to indemnity for such expenses which such court shall
     deem proper.

          (c)  To the extent that a director, officer, employee or
     agent of the corporation has been successful on the merits or
     otherwise in defense of any action, suit or proceeding referred
     to in paragraphs (a) and (b) of this Article Ninth or in defense
     of any claim, issue or matter therein, he shall be indemnified by
     the corporation against expenses (including attorneys' fees)
     actually and reasonably incurred by him in connection therewith.

          (d)  Any indemnification under paragraphs (a) and (b) of
     this Article Ninth, unless ordered by a court, shall be made by
     the corporation only as authorized in the specific case upon a
     determination that indemnification of the director, officer,
     employee or agent is proper in the circumstances because he has
     met the applicable standard of conduct set forth in said
     paragraphs (a) and (b).  Such determination shall be made (i) by
     the Board of Directors by a majority vote of a quorum consisting
     of directors who were not parties to such action, suit, or
     proceeding, or (ii) if such a quorum is not obtainable, or even
     if obtainable and a quorum of disinterested directors so directs,
     by independent legal counsel (compensated by the corporation) in
     a written opinion, or (iii) by the stockholders.

          (e)  Expenses incurred in defending a civil or criminal
     action, suit or proceeding may be paid by the corporation in
     advance of the final disposition of such action, suit or
     proceeding upon receipt of an undertaking by or on behalf of the
     director, officer, employee or agent to repay such amount if it
     shall ultimately be determined that he is not entitled to be
     indemnified by the corporation as authorized in this Article.

          (f)  The indemnification and advancement of expenses
     provided by or granted pursuant to this Article shall not be
     deemed exclusive of any other rights to which those seeking
     indemnification or advancement of expenses may be entitled under
     any by-law, agreement, vote of stockholders or disinterested
     directors or otherwise, both as to action in his official
     capacity and as to action in another capacity while holding such
     office, and shall continue as to a person who has ceased to be a
     director, officer, employee or agent and shall inure to the
     benefit of the heirs, executors and administrators of such a
     person.

          (g)  The corporation may purchase and maintain insurance on
     behalf of any person who is or was a director, officer, employee
     or agent of the corporation, or is or was serving at the request
     of the corporation as a director, officer, employee or agent of
     another corporation, partnership, joint venture, trust or other
     enterprise against any liability asserted against him and
     incurred by him in any such capacity, or arising out of his
     status as such, whether or not the corporation would have the
     power to indemnify him against such liability under the
     provisions of this Article or of applicable law.  The
     indemnification rights conferred in this Article Ninth shall be
     contract rights between the corporation and the officer or
     director or other individual entitled to indemnification.

          (h)  A director of the corporation shall not be personally
     liable to the corporation or its stockholders for monetary
     damages for breach of fiduciary duty as a director, except for
     liability (i) for any breach of the director's duty of loyalty to
     the corporation or its stockholders, (ii) for acts or omissions
     not in good faith or which involve intentional misconduct or a
     knowing violation of law, (iii) under section 174 of the Delaware
     General Corporation Law, or (iv) for any transaction from which
     the director derived an improper personal benefit.

     Insurance is maintained on a regular basis (and not specifically in
connection with this offering) against liabilities arising on the part of
directors and officers out of their performance in such capacities or
arising on the part of the registrant out of its foregoing indemnification
provisions, subject to certain exclusions and to the policy limits.


Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The following exhibits are furnished with this Registration Statement:

          Exhibit No.         Description

                              (4)(a)         Restated Certificate of
                         Incorporation of Registrant, dated July 25, 1990
                         (Filed as Exhibit 3(a) to Registrant's Report on
                         Form 10-K for the fiscal year ended October 31,
                         1990 (File number 1-5985) and incorporated herein
                         by reference)

                              (4)(a)(i)      Certificate of Amendment to
                         Restated Certificate of Incorporation of
                         Registrant, filed with the Delaware Secretary of
                         State on March 31, 1992 (Filed as Exhibit
                         (4)(a)(i) to Registrant's registration statement
                         on Form S-8 filed December 15, 1993 (Registration
                         No. 33-72906) and incorporated herein by
                         reference)

                              (4)(b)         By Laws of Registrant as
                         amended to date (Filed as Exhibit 3(b) to
                         Registrant's Report on Form 10-K for the fiscal
                         year ended October 31, 1990  (File number 1-5985)
                         and incorporated herein by reference)

                              (4)(c)         Midwest Rubber 401(k) Plan

                              (4)(c)(i)      Nonstandardized Adoption
                         Agreement of the Prototype Cash or Deferred Profit-
                         Sharing Plan and Trust Sponsored by Comerica Bank
                         dated May 5, 1996

                              (5)(a)         Opinion and consent of Miller,
                         Canfield, Paddock and Stone, P.L.C.

                              (5)(b)         Internal Revenue Service
                         Determination Letter, dated December 9, 1993

                                             The undersigned registrant
                         hereby undertakes that it will submit the Plan and
                         any amendments thereto to the Internal Revenue
                         Service (the "IRS") in a timely manner and will
                         make all changes required by the IRS in order to
                         qualify the Plan under Section 401 of the Internal
                         Revenue Code of 1986, as amended, or any successor
                         thereto.

          (15)           (not applicable)

                              (23)(a)        Consent of Miller, Canfield,
                         Paddock and Stone, P.L.C. (contained in Exhibit
                         (5)(a))

                              (23)(b)        Consent of Coopers & Lybrand,
                         L.L.P.

                              (24)           Powers of attorney (contained
                         in the signature pages hereto)

          (25)           (not applicable)

                              (28)           (not applicable)


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 of 1933;

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

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

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
     not apply if the information required to be included in a post-
     effective amendment by those paragraphs is contained in periodic
     reports filed by the registrant pursuant to Section 13 or Section
     15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference into the registration statement.

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

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

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

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

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Bloomfield Hills, State of
Michigan, on September 27, 1996.

                         NEWCOR, INC.


                         By /s/ W. John Weinhardt
W. John Weinhardt
                         President and Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated and on the dates indicated below.  By so signing,
each of the undersigned, in his capacity as a director or officer, or both,
as the case may be, of the registrant, does hereby appoint W. John
Weinhardt, William A. Lawson, John J. Garber, and each of them severally,
his true and lawful attorney to execute in his or her name, place and
stead, in his capacity as a director or officer, or both, as the case may
be, of the registrant, any and all amendments to this Registration
Statement including post-effective amendments thereto and all instruments
necessary or incidental in connection therewith, and to file the same with
the Securities and Exchange Commission.  Each of said attorneys shall have
full power and authority to do and perform in the name and on behalf of
each of the undersigned, in any and all capacities, every act whatsoever
requisite or necessary to be done in the premises as fully, and for all
intents and purposes, as each of the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of said
attorneys and each of them.

     The Plan.  Pursuant to the requirements of the Securities Act of 1933,
Fred Davenport (the Plan Administrator of the Midwest Rubber 401(k) Plan)
has caused this Registration Statement to be signed on behalf of the Plan
by the undersigned, thereunto duly authorized in the City of Bay City,
State of Michigan, on June 13, 1996.

                         MIDWEST RUBBER 401(k) PLAN

                         By:  /s/ Fred Davenport
Fred Davenport
                                Plan Administrator

       Signatures              Title                    Date
                                                      
  (1) Principal                                       
Executive Officer:                                    
                                                      
    /s/ W John Weinhardt  President and Chief           June 13, 1996
        W John Weinhardt  Executive Officer           
                                                      
  (2) Principal                                       
Financial Officer and                                 
Principal Accounting                                  
Officer:                                              
                                                      
                          Treasurer, Vice President     June 13, 1996
/s/ John J. Garber        Finance, and Chief          
John J. Garber            Financial                   
                          Officer                     
                                                      
  (3) Directors:                                      
                                                      
   /s/ William A. Lawson  Director and Chairman         June 13, 1996
William A. Lawson                                     
                                                      
                                                      
   /s/ Jerry D. Campbell  Director                      June 13, 1996
       Jerry D. Campbell                              
                                                      
                                                      
  /s/ Shirley E. Gofrank  Director                      June 13, 1996
      Shirley E. Gofrank                              
                                                      
 /s/FrankL.Klapperich Jr  Director                      June 13, 1996
  Frank L. Klapperich Jr                              
                                                      
                                                      
     /s/ Jack R. Lousma   Director                      June 13, 1996
         Jack R. Lousma                               
                                                      
                                                      
    /s/ Richard A. Smith  Director                      June 13, 1996
Richard A. Smith                                      
                                                      
                                                      
    /s/ Kurt O. Tech      Director                      June 13, 1996
Kurt O. Tech                                          
                                                      
   /s/ W. John Weinhardt  Director                      June 13, 1996
       W. John Weinhardt                              

                               EXHIBIT INDEX

    Exhibit No.                  Description

               (4)(a)    Restated Certificate of Incorporation of
               Registrant, dated July 25, 1990 (Filed as Exhibit 3(a) to
               Registrant's Report on Form 10-K for the fiscal year ended
               October 31, 1990 (File number 1-5985) and incorporated
               herein by reference)

               (4)(a)(i) Certificate of Amendment to Restated Certificate
               of Incorporation of Registrant, filed with the Delaware
               Secretary of State on March 31, 1992 (Filed as Exhibit
               (4)(a)(i) to Registrant's registration statement on Form S-8
               filed December 15, 1993 (Registration No. 33-72906) and
               incorporated herein by reference)

               (4)(b)    By Laws of Registrant as amended to date (Filed as
               Exhibit 3(b) to Registrant's Report on Form 10-K for the
               fiscal year ended October 31, 1990 (File number 1-5985) and
               incorporated herein by reference)

               (4)(c)    Midwest Rubber 401(k) Plan

               (4)(c)(i) Nonstandardized Adoption Agreement of the
               Prototype Cash or Deferred Profit-Sharing Plan and Trust
               Sponsored by Comerica Bank dated May 5, 1996

               (5)(a)    Opinion and Consent of Miller, Canfield, Paddock
               and Stone, P.L.C.

               (5)(b)    Internal Revenue Service Determination Letter,
               dated December 9, 1993

               (23)(a)   Consent of Miller, Canfield, Paddock and Stone,
               P.L.C. (contained in Exhibit (5)(a))

     (23)(b)   Consent of Coopers & Lybrand L.L.P.

               (24)      Powers of Attorney (contained in the signature
               pages hereto)
                                                  Exhibit (5)(a)

          [Miller, Canfield, Paddock and Stone, P.L.C. Letterhead]

                            September 27, 1996


Newcor, Inc.
1825 S. Woodward Avenue, Ste. 240
Bloomfield Hills, Michigan 48302

Gentlemen:

     With respect to the registration statement on Form S-8 (the
"Registration Statement") being filed today with the Securities and
Exchange Commission (the "Commission") by Newcor, Inc., a Delaware
corporation (the "Company"), for the purpose of registering under the
Securities Act of 1933, as amended (the "Act"), an indeterminate amount of
interests in the Midwest Rubber 401(k) Plan (the "Plan")  and 20,000 shares
of the common stock, $1.00 par value, of the Company (the "Registered
Shares") that may be acquired at the election of Plan participants under
and pursuant to the Plan (which Registered Shares may consist of shares
already issued or newly issued shares), we, as your counsel, have examined
such certificates, instruments, and documents and have reviewed such
questions of law as we have considered necessary or appropriate for the
purposes of this opinion, and, on the basis of such examination and review,
we advise you that, in our opinion:

     1.   The Registered Shares have been legally authorized.

     2.   When the Registration Statement has become effective and any
newly issued Registered Shares have been acquired at the election of a
participant in accordance with the Plan and paid for, said newly issued
Registered Shares will be validly issued, fully paid, and nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.  In giving this consent, we do not thereby admit
that we are within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission.


                         Very truly yours,

                         MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.

                                                      Exhibit 5(b)


INTERNAL REVENUE SERVICE                     DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P.O. BOX 2508
CINCINNATI, OH  45201              Employer Identification Number:
                                        38-0865770
Date:  DEC 09 1993                 DLN:
                                        380058034
NEWCOR, INC.                       Person to Contact:
1825 S. WOODWARD, SUITE 240             JOANNA WEBER
BLOOMFIELD HILLS, MI  48302        Contact Telephone Number:
                                        (513) 684-3347
                                   Plan Name:
                                        MIDWEST RUBBER 401(k) PLAN

                                   Plan Number:  010

Dear Applicant:

     We have made a favorable determination on your plan, identified above,
based on the information supplied.  Please keep this letter in your
permanent records.

     Continued qualification of the plan under its present form will depend
on its effect in operation.  (See section 1.401-1(b)(3) of the Income Tax
Regulations.)  We will review the status of the plan in operation
periodically.

     The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the
qualified status of your employee retirement plan, and provides information
on the reporting requirements for your plan.  It also describes some events
that automatically nullify it.  It is very important that you read the
publication.

     This letter relates only to the status of your plan under the Internal
Revenue Code.  It is not a determination regarding the effect of other
federal or local statutes.

     This determination letter is applicable for the plan adopted on
September 3, 1992.

     This letter is based upon the certification and demonstrations you
submitted pursuant to Revenue Procedure 91-66.  Therefore, the
certification and demonstrations are considered an integral part of this
letter.  Accordingly, YOU MUST KEEP A COPY OF THESE DOCUMENTS AS A
PERMANENT RECORD OR YOU WILL NOT BE ABLE TO RELY ON THE ISSUES DESCRIBED IN
REVENUE PROCEDURE 91-66.

     We have sent a copy of this letter to your representative as indicated
in the power of attorney.

     If you have questions concerning this matter, please contact the
person whose name and telephone number are shown above.

                              Sincerely yours,

                              /s/ Robert T. Johnson

                              Robert T. Johnson
                              District Director

Enclosures:
Publication 794

                                     
                                                  Exhibit 23 (b)

                    Consent of Independent Accountants
                                     
We consent to the incorporation by reference in this registration statement
on Form S-8 of our report dated December 7, 1995, except as to the
information presented in the first paragraph of Note B for which the date
is January 2, 1996, on our audits of the financial statements of Newcor,
Inc.

We also consent to the incorporation by reference in this registration
statement on Form S-8 of our report dated August 20, 1996, on our audit of
the financial statements of the Midwest Rubber 401(k) Plan for the year
ended December 31, 1995.

COOPERS & LYBRAND L.L.P.

Detroit, Michigan
September 27, 1996

                                Exhibit 4(c)(i)
                                                    Plan #002

                      NONSTANDARDIZED
                     ADOPTION AGREEMENT
         PROTOTYPE CASH OR DEFERRED PROFIT-SHARING
              PLAN AND TRUST/CUSTODIAL ACCOUNT
                        Sponsored by
                       COMERICA BANK
The  Employer  named  below hereby establishes a Cash or  Deferred  Profit-
Sharing  Plan for eligible Employees as provided in this Adoption Agreement
and the accompanying Basic Prototype Plan and Trust/Custodial Account Basic
Plan Document #05.

1. EMPLOYER INFORMATION

             NOTE:       If  multiple  Employers  are  adopting  the  Plan,
             complete  this Section based on the lead Employer.  Additional
             Employers  may adopt this Plan by attaching executed signature
             pages to the back of the Employer's Adoption Agreement.

   (a)  NAME AND ADDRESS:

        Newcor, Inc.
        1825 S. Woodward
        Bloomfield Hills, MI  48302

   (b)  TELEPHONE NUMBER:(810) 253-2405

   (c)  EMPLOYER TAX ID NUMBER:  38-0865770

             TRUST TAX ID NUMBER:

        (d)  FORM OF BUSINESS:

        [  ] (i)  Sole Proprietor

        [  ] (ii) Partnership

        [x]  (iii)     Corporation

        [  ] (iv) "S" Corporation (formerly known as Subchapter S)

        [  ] (v)  Other:


        (e)  NAME OF INDIVIDUAL AUTHORIZED TO ISSUE
        INSTRUCTIONS TO THE TRUSTEE/CUSTODIAN:

        Fred Davenport, John Garber, and Thomas D. Parker

                       (f)  NAME OF PLAN:  Midwest Rubber 401(k) Plan

   (g)  THREE DIGIT PLAN NUMBER
        FOR ANNUAL RETURN/REPORT:   010

2. EFFECTIVE DATE

     (a)    This   is   a   new   Plan  having   an   Effective   Date   of
 .

        (b)  This is an amended Plan.

              The  Effective Date of the original Plan was August  3,  1992
        .

              The  Effective  Date  of the amended  Plan  is  May  1,  1996
        with the exception of Sections 7(f), 7(g) and 12 herein which shall
        be effective as of the first day of the 1989 Plan Year.

        (c)   If  different from above, the Effective Date for  the  Plan's
        Elective Deferral provisions shall be                     .

        (d)  The Effective Date of Trustee or Custodian appointment:
             August 3, 1992              .

              To  the extent the Effective Date of the appointment  of  the
        Trustee  or the Custodian is later than the Effective Date  of  the
        amended  Plan, the Trustee or the Custodian will have no  liability
        for  the  acts  or  the  omissions of the prior  trustee  or  prior
        custodian.   The Employer shall hold the Trustee or  the  Custodian
        harmless  with  respect  to prior acts or omissions  of  the  prior
        trustee or prior custodian.

3. DEFINITIONS

        (a)   "Compensation"  Compensation shall be determined on the basis
        of the following definition of Compensation:

                  [x]  (i)  Code Section 6041 and 6051 Compensation,
        [  ] (ii) Code Section 3401(a) Compensation,
                  [  ] (iii)     Code Section 415 Compensation.

             Compensation shall be determined on the basis of the:

                  [  ] (i)  Plan Year.
        [  ] (ii) Employer's Taxable Year:
                  [x]  (iii)     Calendar Year.

              Compensation  [x]  shall  [   ] shall  not  include  Employer
        contributions made pursuant to a Salary Savings Agreement which are
        not  includable in the gross income of the Employee for the reasons
        indicated  in the definition of Compensation at 1.12 of  the  Basic
        Plan Document #05.

              If  the Employer chooses a non-integrated allocation formula,
        Compensation will exclude:

             [  ] overtime.
             [  ] bonuses.
             [  ] commissions.
                       [  ] other:

             NOTE:      Any  exclusion  of Compensation  must  satisfy  the
             requirements  of  Section  1.401(a)(4)  of  the   Income   Tax
             Regulations  and  Code  Section  414(s)  and  the  regulations
             thereunder.

              For purposes of the Plan, Compensation shall be limited to  $
        ,  the  maximum amount which will be considered for Plan  purposes.
        [If   an  amount  is  specified,  it  will  limit  the  amount   of
        contributions  allowed  on behalf of higher compensated  Employees.
        Completion of this Section is not intended to coordinate  with  the
        $200,000  of  Code Section 415(d), thus the amount should  be  less
        than $200,000 as adjusted for cost-of-living increases.]

        (b)  "Entry Date"

                       [  ] (i)  The first day of the Plan Year nearest the
                  date   on   which  an  Employee  meets  the   eligibility
                  requirements.

                        [   ] (ii) The earlier of the first day of the Plan
                  Year  or  the first day of the seventh month of the  Plan
                  Year  coinciding with or following the date on  which  an
                  Employee meets the eligibility requirements.

                        [   ]  (iii)      The first day of  the  Plan  Year
                  following  the  date  on  which the  Employee  meets  the
                  eligibility requirements.  If this election is made,  the
                  Service  requirement at 4(a)(ii) may not exceed  one-half
                  year  and the age requirement at 4(b)(ii) may not  exceed
                  20-1/2.
                       [  ] (iv) The first day of the month coinciding with
                  or  following  the  date on which an Employee  meets  the
                  eligibility requirements.

                        [x]   (v)  The first day of the Plan Year,  or  the
                  first  day of the fourth month, or the first day  of  the
                  seventh month or the first day of the tenth month, of the
                  Plan  Year coinciding with or following the date on which
                  an Employee meets the eligibility requirements.

        (c)   "Hours of Service"  Shall be determined on the basis  of  the
        method selected below.  Only one method may be selected. The method
        selected  shall be applied to all Employees covered under the  Plan
        as follows:

                        [x]  (i)  On the basis of actual hours for which an
                  Employee is paid or entitled to payment.

             [  ] (ii) On the basis of days worked.
                                  An  Employee shall be credited  with  ten
                  (10)  Hours  of Service if under paragraph  1.42  of  the
                  Basic  Plan Document #05 such Employee would be  credited
                  with at least one (1) Hour of Service during the day.

             [  ] (iii)     On the basis of weeks worked.
                                  An Employee shall be credited with forty-
                  five (45) Hours of Service if under paragraph 1.42 of the
                  Basic  Plan Document #05 such Employee would be  credited
                  with at least one (1) Hour of Service during the week.

             [  ] (iv) On the basis of semi-monthly payroll periods.
                                 An Employee shall be credited with ninety-
                  five (95) Hours of Service if under paragraph 1.42 of the
                  Basic  Plan Document #05 such Employee would be  credited
                  with  at  least one (1) Hour of Service during the  semi-
                  monthly payroll period.

             [  ] (v)  On the basis of months worked.
                                  An  Employee shall be credited with  one-
                  hundred-ninety (190) Hours of Service if under  paragraph
                  1.42  of the Basic Plan Document #05 such Employee  would
                  be  credited with at least one (1) Hour of Service during
                  the month.

        (d)   "Limitation Year"  The 12-consecutive month period commencing
        on January 1 and ending on December 31.

   (e)  "Net Profit"

                        [x]   (i)   Not  applicable (profits  will  not  be
                  required for any contributions to the Plan).

                        [  ] (ii) As defined in paragraph 1.49 of the Basic
                  Plan Document #05.

             [  ] (iii)     Shall be defined as:

                                  (Only use if definition in paragraph 1.49
                  of the Basic Plan Document #05 is to be superseded.)

        (f)   "Plan  Year"  The 12-consecutive month period  commencing  on
        January 1 and ending on December 31.

              If  applicable, the first Plan Year will be a short Plan Year
        commencing on         and ending on        .  Thereafter, the  Plan
        Year shall be as above.

        (g)   "Qualified  Early  Retirement Age"  For  purposes  of  making
        distributions   under  the  provisions  of  a  Qualified   Domestic
        Relations  Order,  the Plan's Qualified Early Retirement  Age  with
        regard  to  the  Participant  against whom  the  order  is  entered
        [x] shall [  ] shall not be the date the order is determined to  be
        qualified.  If "shall" is elected, this will only allow  payout  to
        the alternate payee(s).

        (h)   "Qualified  Joint  and  Survivor  Annuity"   The  safe-harbor
        provisions of paragraph 8.7 of the Basic Plan Document #05 [x]  are
        [   ]  are not applicable.  If not applicable, the survivor annuity
        shall be       % (50%, 66-2/3%, 75% or 100%) of the annuity payable
        during  the lives of the Participant and Spouse.  If no  answer  is
        specified, 50% will be used.

        (i)  "Taxable Wage Base"

                        [x]   (i)   Not Applicable - Plan is not integrated
                  with Social Security.

                        [  ] (ii) The maximum earnings considered wages for
                  such Plan Year under Code Section 3121(a).

                        [   ] (iii)           % (not more than 100%) of the
                  amount  considered wages for such Plan  Year  under  Code
                  Section 3121(a).

                        [   ] (iv) $         , provided that such amount is
                  not  in  excess of the amount determined under  paragraph
                  3(i)(ii) above.

                        [   ] (v)  For the 1989 Plan Year $10,000.  For all
                  subsequent  Plan  Years,  20%  of  the  maximum  earnings
                  considered  wages for such Plan Year under  Code  Section
                  3121(a).

                        NOTE:      Using less than the maximum at (ii)  may
                  result  in a change in the allocation formula in  Section
                  7.

        (j)   "Valuation Date(s)"  Allocations to Participant Accounts will
        be  done  in  accordance with Article V of the Basic Plan  Document
        #05:

             [  ] (i)  Daily
             [  ] (ii) Monthly
             [x]  (iii)Quarterly
             [  ] (iv) Semi-Annually
             [  ] (v)  Annually

        (k)  "Year of Service"

                   (i)  For Eligibility Purposes:  The 12-consecutive month
             period during which an Employee is credited with na (not  more
             than 1,000) Hours of Service.

                  (ii) For Allocation Accrual Purposes:  The 12-consecutive
             month  period during which an Employee is credited with  1,000
             (not more than 1,000) Hours of Service.

                   (iii)For  Vesting  Purposes:  The  12-consecutive  month
             period  during which an Employee is credited with  1,000  (not
             more than 1,000) Hours of Service.

4. ELIGIBILITY REQUIREMENTS

        (a)  Service:

             [  ] (i)  The Plan shall have no Service requirement.

                       [x]  (ii) The Plan shall cover only Employees having
                  completed  at  least 6 months [not more than  three  (3)]
                  Years of Service.  If more than one (1) is specified, for
                  Plan  Years beginning in 1989 and later, the answer  will
                  be deemed to be one (1).

                       NOTE:     If the eligibility period selected is less
                  than  one  year,  an  Employee will not  be  required  to
                  complete  any  specified number of Hours  of  Service  to
                  receive credit for such period.

        (b)  Age:

             [  ] (i)  The Plan shall have no minimum age requirement.

                       [x]  (ii) The Plan shall cover only Employees having
                  attained age 21     (not more than age 21).

        (c)  Classification:

              The  Plan shall cover all Employees who have met the age  and
        Service requirements with the following exceptions:

             [  ] (i)  No exceptions.

                        [  ] (ii) The Plan shall exclude Employees included
                  in a unit of Employees covered by a collective bargaining
                  agreement    between    the   Employer    and    Employee
                  Representatives, if retirement benefits were the  subject
                  of  good  faith bargaining.  For this purpose,  the  term
                  "Employee   Representative"   does   not   include    any
                  organization  more  than  half  of  whose   members   are
                  Employees who are owners, officers, or executives of  the
                  Employer.

                        [   ] (iii)The Plan shall exclude Employees who are
                  nonresident aliens and who receive no earned income  from
                  the Employer which constitutes income from sources within
                  the United States.

                        [x]  (iv) The Plan shall exclude from participation
                  any   nondiscriminatory   classification   of   Employees
                  determined as follows:

                                                            All   employees
                  except those employed by Midwest Rubber
                                                          Division

   (d)  Employees on Effective  Date:

                       [  ] (i)  Employees employed on the Plan's Effective
                  Date  do  not  have  to satisfy the Service  requirements
                  specified above.

                       [  ] (ii) Employees employed on the Plan's Effective
                  Date   do  not  have  to  satisfy  the  age  requirements
                  specified above.
5. RETIREMENT AGES

   (a)  Normal Retirement Age:

              If  the Employer imposes a requirement that Employees  retire
        upon  reaching a specified age, the Normal Retirement Age  selected
        below may not exceed the Employer imposed mandatory retirement age.

                         [x]   (i)   Normal  Retirement  Age  shall  be  65
                  (not to exceed age 65).

                        [   ] (ii) Normal Retirement Age shall be the later
                  of  attaining age        (not to exceed age  65)  or  the
                  (not to exceed the fifth) anniversary of the first day of
                  the  first  Plan Year in which the Participant  commenced
                  participation in the Plan.

   (b)  Early Retirement Age:

             [x]  (i)  Not Applicable.

                        [   ]  (ii) The Plan shall have an Early Retirement
                  Age  of          (not  less  than 55) and  completion  of
                  Years of Service.

6. EMPLOYEE CONTRIBUTIONS

             [x]   (a)   Participants shall be permitted to  make  Elective
             Deferrals  in any amount from 1     % up to 15    %  of  their
             Compensation.

                         If  (a)  is  applicable,  Participants  shall   be
             permitted  to amend their Salary Savings Agreements to  change
             the contribution percentage as provided below:

             [  ] (i)  On the Anniversary Date of the Plan,
                                  [   ] (ii) On the Anniversary Date of the
                       Plan  and  on the first day of the seventh month  of
                       the Plan Year,
                                  [   ] (iii)On the Anniversary Date of the
                       Plan  and  on the first day following any  Valuation
                       Date, or
                       [x]  (iv) Upon 30 days notice to the Employer on any
             calendar       quarter.

             [   ]  (b)   Participants shall be permitted to make after-tax
             Voluntary Contributions.

             [  ] (c)  If necessary to pass the Average Deferral Percentage
             Test,  Participants  [   ]  may [  ]  may  not  have  Elective
             Deferrals recharacterized as Voluntary Contributions.

             NOTE:      The Average Deferral Percentage Test will apply  to
             contributions  under  (a)  above.   The  Average  Contribution
             Percentage  Test will apply to contributions under (b)  above,
             and may apply to (a).

7. EMPLOYER CONTRIBUTIONS AND ALLOCATION THEREOF

             NOTE:     The Employer shall make contributions to the Plan in
             accordance with the formula or formulas selected  below.   The
             Employer's  contribution shall be subject to  the  limitations
             contained  in  Articles  III  and  X.   For  this  purpose,  a
             contribution  for  a  Plan  Year  shall  be  limited  for  the
             Limitation  Year  which ends with or within  such  Plan  Year.
             Also,  the integrated allocation formulas below are  for  Plan
             Years  beginning in 1989 and later.  The Employer's allocation
             for  earlier years shall be as specified in its Plan prior  to
             amendment for the Tax Reform Act of 1986.

   (a)  Profits Requirement:

             (i)  Current or accumulated Net Profits are required for:

                                 [  ] (A)  Matching Contributions.
                                  [  ] (B)  Qualified Non-Elective Contribu
                       tions.
                                 [  ] (C)  Discretionary Contributions.

             (ii) No Net Profits are required for:

                                 [x]  (A)  Matching Contributions.
                                  [x]  (B)  Qualified Non-Elective Contribu
                       tions.
                                 [x]  (C)  Discretionary Contributions.

                         NOTE:       Elective  Deferrals  can   always   be
                  contributed regardless of profits.

[x]     (b)  Salary Savings Agreement:

               The   Employer  shall  contribute  and  allocate   to   each
        Participant's  account an amount equal to the amount withheld  from
        the  Compensation of such Participant pursuant to his or her Salary
        Savings  Agreement.   If  applicable,  the  maximum  percentage  is
        specified in Section 6 above.

              An  Employee who has terminated his or her election under the
        Salary  Savings Agreement other than for Hardship reasons  may  not
        make another Elective Deferral:

             [  ] (i)  until the first day of the next Plan Year.
             [  ] (ii) until the first day of the next valuation period.
                        [x]  (iii)for a period of 6 month(s) (not to exceed
                  12 months).

[x]     (c)  Matching Employer Contribution [See paragraphs (h) and (i)]:

                        [x]   (i)   Percentage Match:  The  Employer  shall
                  contribute in cash or Employer Securities and allocate to
                  each eligible Participant's account an amount equal to 25
                  %  of  the amount contributed and allocated in accordance
                  with  paragraph 7(b) above and (if  checked)        %  of
                  [   ]  the  amount  of  Voluntary Contributions  made  in
                  accordance with paragraph 4.1 of the Basic Plan  Document
                  #05.   The  Employer shall not match Participant Elective
                  Deferrals as provided above in excess of $         or  in
                  excess  of  6%  of the Participant's Compensation  or  if
                  applicable,  Voluntary  Contributions  in  excess  of   $
                  or   in   excess   of         %   of  the   Participant's
                  Compensation.   In  no  event  will  the  match  on  both
                  Elective  Deferrals and Voluntary Contributions exceed  a
                  combined amount of $         or       %.

                        [   ] (ii) Discretionary Match:  The Employer shall
                  contribute  and  allocate to each eligible  Participant's
                  account   a  percentage  of  the  Participant's  Elective
                  Deferral  contributed and allocated  in  accordance  with
                  paragraph  7(b)  above.   The  Employer  shall  set  such
                  percentage  prior  to  the end of  the  Plan  Year.   The
                  Employer  shall not match Participant Elective  Deferrals
                  in  excess of $         or in excess of        %  of  the
                  Participant's Compensation.

                         [    ]  (iii)Tiered  Match:   The  Employer  shall
                  contribute and allocate to each Participant's account  an
                  amount  equal  to       % of the  first        %  of  the
                  Participant's contribution,

                                         %  of  the  next        %  of  the
                  Participant's contribution,

                                         %  of  the  next        %  of  the
                  Participant's contribution.

             NOTE:      Percentages  specified  in  (iii)  above  may   not
             increase  as  the  percentage  of  Participant's  contribution
             increases.

                        [   ]  (iv) Flat Dollar Match:  The Employer  shall
                  contribute and allocate to each Participant's  account  $
                  if the Participant defers at least 1% of Compensation.

                        [   ]  (v)  Percentage of Compensation Match:   The
                  Employer   shall   contribute  and   allocate   to   each
                  Participant's  account        % of  Compensation  if  the
                  Participant defers at least 1% of Compensation.

                        [   ]  (vi) Proportionate Compensation Match:   The
                  Employer   shall   contribute  and   allocate   to   each
                  Participant  who  defers at least 1% of Compensation,  an
                  amount  determined by multiplying such Employer  Matching
                  Contribution by a fraction the numerator of which is  the
                  Participant's Compensation and the denominator  of  which
                  is  the  Compensation  of  all Participants  eligible  to
                  receive such an allocation.

                         [x]    (vii)Qualified  Match:   Employer  Matching
                  Contributions  will  be  treated  as  Qualified  Matching
                  Contributions to the extent specified below:

                                 [  ] (A)  All Matching Contributions.

                       [  ] (B)  None.

                                             [    ]  (C)         %  of  the
                            Employer's Matching Contribution.

                                            [  ] (D)  Up to       % of each
                            Participant's Compensation.

                                            [x]   (E)  The amount necessary
                            to  meet  the [  ] Average Deferral  Percentage
                            (ADP)   Test,   [    ]   Average   Contribution
                            Percentage (ACP) Test, [x] Both the ADP and ACP
                            Tests.

                    (viii)Eligibility   for   Match:    Employer   Matching
             Contributions, whether or not Qualified, will only be made  on
             Employee contributions not withdrawn prior to the end  of  the
             [x] valuation period [  ] Plan Year.

[x]     (d)  Qualified Non-Elective Employer Contribution - [See paragraphs
        (h)   and   (i)]   These  contributions  are  fully   vested   when
        contributed:

              The  Employer  shall  have the right to  make  an  additional
        discretionary  contribution  which  shall  be  allocated  to   each
        eligible  Employee  in proportion to his or her Compensation  as  a
        percentage  of  the Compensation of all eligible  Employees.   This
        part  of  the  Employer's contribution and the  allocation  thereof
        shall  be  unrelated to any Employee contributions made  hereunder.
        The  amount  of  Qualified  Non-Elective Contributions  taken  into
        account  for  purposes of meeting the ADP or ACP test  requirements
        is:

             [  ] (i)  All such Qualified Non-Elective Contributions.

                        [x]  (ii) The amount necessary to meet [  ] the ADP
                  test, [  ] the ACP test, [x] Both the ADP and ACP tests.

             Qualified non-Elective Contributions will be made to:

             [  ] (iii)All Employees eligible to participate.

                        [x]   (iv)  Only  non-Highly Compensated  Employees
                  eligible to participate.

[x]     (e)   Additional  Employer Contribution Other Than  Qualified  Non-
        Elective  Contributions - Non-Integrated [See  paragraphs  (h)  and
        (i)]:

              The  Employer  shall  have the right to  make  an  additional
        discretionary  contribution  which  shall  be  allocated  to   each
        eligible  Employee  in proportion to his or her Compensation  as  a
        percentage  of  the Compensation of all eligible  Employees.   This
        part  of  the  Employer's contribution and the  allocation  thereof
        shall be unrelated to any Employee contributions made hereunder.

[  ]    (f)   Additional  Employer  Contribution  -  Integrated  Allocation
        Formula [See paragraphs (h) and (i)]:

              The  Employer  shall  have the right to  make  an  additional
        discretionary  contribution.  The Employer's contribution  for  the
        Plan  Year plus any forfeitures shall be allocated to the  accounts
        of eligible Participants as follows:

                   (i)   First, to the extent contributions and forfeitures
             are  sufficient, all Participants will receive  an  allocation
             equal to 3% of their Compensation.
                   (ii)  Next,  any  remaining Employer  contributions  and
             forfeitures  will  be  allocated  to  Participants  who   have
             Compensation  in  excess  of  the Taxable  Wage  Base  (excess
             Compensation).  Each such Participant will receive  an  alloca
             tion in the ratio that his or her excess Compensation bears to
             the excess Compensation of all Participants.  Participants may
             only receive an allocation of 3% of excess Compensation.

                   (iii)Next,  any  remaining  Employer  contributions  and
             forfeitures will be allocated to all Participants in the ratio
             that their Compensation plus excess Compensation bears to  the
             total   Compensation   plus   excess   Compensation   of   all
             Participants.  Participants may only receive an allocation  of
             up  to  2.7%  of  their Compensation plus excess Compensation,
             under  this  allocation  method.  If  the  Taxable  Wage  Base
             defined  at Section 3(i) is less than or equal to the  greater
             of  $10,000  or  20%  of the maximum, the  2.7%  need  not  be
             reduced.  If the amount specified is greater than the  greater
             of  $10,000 or 20% of the maximum Taxable Wage Base,  but  not
             more  than  80%, 2.7% must be reduced to 1.3%.  If the  amount
             specified  is  greater  than 80% but less  than  100%  of  the
             maximum Taxable Wage Base, the 2.7% must be reduced to 2.4%.

             NOTE:      If  the  Plan is not Top-Heavy or if the  Top-Heavy
             minimum contribution or benefit is provided under another Plan
             [see   Section   11(c)(ii)]  covering  the   same   Employees,
             sub-paragraphs (i) and (ii) above may be disregarded and 5.7%,
             4.3%  or 5.4%  may be substituted for 2.7%, 1.3% or 2.4% where
             it appears in (iii) above.

                   (iv)  Next,  any  remaining Employer  contributions  and
             forfeitures will be allocated to all Participants (whether  or
             not   they   received  an  allocation  under   the   preceding
             paragraphs)  in the ratio that each Participant's Compensation
             bears to all Participants' Compensation.

[  ]    (g)   Additional  Employer  Contribution -  Alternative  Integrated
        Allocation Formula  [See paragraphs (h) and (i)]:

             The Employer shall have the right to make an additional discre
        tionary  contribution.  To the extent that such  contributions  are
        sufficient, they shall be allocated as follows:

                    %  of  each  eligible Participant's  Compensation  plus
        %  of  Compensation in excess of the Taxable Wage Base  defined  at
        Section 3(i) hereof.  The percentage on excess compensation may not
        exceed  the  lesser  of  (i) the amount  first  specified  in  this
        paragraph or (ii) the greater of 5.7% or the percentage rate of tax
        under  Code  Section 3111(a) as in effect on the first day  of  the
        Plan  Year  attributable to the Old Age (OA) portion of  the  OASDI
        provisions of the Social Security Act.  If the Employer specifies a
        Taxable  Wage Base in Section 3(i) which is lower than the  Taxable
        Wage Base for Social Security purposes (SSTWB) in effect as of  the
        first day of the Plan Year, the percentage contributed with respect
        to  excess  Compensation must be adjusted.  If the  Plan's  Taxable
        Wage Base is greater than the larger of $10,000 or 20% of the SSTWB
        but  not more than 80% of the SSTWB, the excess percentage is 4.3%.
        If  the  Plan's Taxable Wage Base is greater than 80% of the  SSTWB
        but less than 100% of the SSTWB, the excess percentage is 5.4%.

             NOTE:      Only  one  plan maintained by the Employer  may  be
             integrated with Social Security.

   (h)  Allocation of Excess Amounts (Annual Additions):

              In the event that the allocation formula above results in  an
        Excess Amount, such excess shall be:

                        [   ] (i)  placed in a suspense account accruing no
                  gains or losses for the benefit of the Participant.

                         [x]    (ii)  reallocated  as  additional  Employer
                  contributions  to all other Participants  to  the  extent
                  that they do not have any Excess Amount.

   (i)  Minimum Employer Contribution Under Top-Heavy Plans:

              For any Plan Year during which the Plan is Top-Heavy, the sum
        of  the  contributions  and forfeitures as  allocated  to  eligible
        Employees  under paragraphs 7(d), 7(e), 7(f), 7(g) and  9  of  this
        Adoption Agreement shall not be less than the amount required under
        paragraph 14.2 of the Basic Plan document #05.  Top-Heavy  minimums
        will be allocated to:

        [  ] (i)  all eligible Participants.
                        [x]   (ii) only eligible non-Key Employees who  are
                  Participants.

   (j)    Return   of   Excess   Contributions  and/or   Excess   Aggregate
   Contributions:

              In the event that one or more Highly Compensated Employees is
        subject  to  both the ADP and ACP tests and the sum of  such  tests
        exceeds  the  Aggregate  Limit, the  limit  will  be  satisfied  by
        reducing:

                       [  ] (i)  the ADP of the affected Highly Compensated
                  Employees.
                       [  ] (ii) the ACP of the affected Highly Compensated
                  Employees.
                        [x]  (iii)either the ADP and/or ACP of the affected
                  Highly Compensated Employees.

8. ALLOCATIONS TO TERMINATED EMPLOYEES

             [   ]  (a)   The  Employer will not allocate Employer  related
             contributions to Employees who terminate during a  Plan  Year,
             unless  required to satisfy the requirements of  Code  Section
             401(a)(26) and 410(b).  (These requirements are effective  for
             1989 and subsequent Plan Years.)

             [x]   (b)   The  Employer will allocate Employer matching  and
             other  related contributions as indicated below  to  Employees
             who terminate during the Plan Year as a result of:

                  Matching  Other

                       [x]  [x]  (i)  retirement.

             [x]  [x]  (ii) Disability.

             [x]  [x]  (iii)death.

                                       [   ] [  ] (iv) other termination of
                            employment  provided that the  Participant  has
                            completed  a  Year of Service  as  defined  for
                            Allocation Accrual Purposes.

                                       [   ] [  ] (v)  other termination of
                            employment even though the Participant has  not
                            completed a Year of Service.

9. ALLOCATION OF FORFEITURES

             NOTE:      Subsections  (a),  (b)  and  (c)  below  apply   to
             forfeitures   of   amounts   other   than   Excess   Aggregate
             Contributions.

   (a)  Allocation Alternatives:

                         [   ]  (i)   Forfeitures  shall  be  allocated  to
                  Participants  in  the  same  manner  as  the   Employer's
                  contribution.

               If   allocation  to  other  Participants  is  selected,  the
        allocation shall be as follows:

                                       [A]  Amount attributable to Employer
                       discretionary  contributions and Top-Heavy  minimums
                       will be allocated to:

                                                 [   ] all eligible Partici
                            pants under the Plan.

                                                 [   ]  only those  Partici
                            pants  eligible for an allocation  of  Employer
                            contributions in the current year.

                                                 [   ]  only those  Partici
                            pants  eligible for an allocation  of  Matching
                            Contributions in the current year.

                                      [B]  Amounts attributable to Employer
                       Matching Contributions will be allocated to:

                       [  ] all eligible Participants.

                                                 [   ]  only those  Partici
                            pants  eligible  for  allocations  of  Matching
                            Contributions in the current year.

                       [x]  (ii) Forfeitures shall be applied to reduce the
                  Employer's contribution for such Plan Year.

                        [   ]  (iii)Forfeitures shall be applied to  offset
                  administrative  expenses  of the  Plan.   If  forfeitures
                  exceed these expenses, (ii) above shall apply.
   (b)  Date for Reallocation:

             NOTE:      If  no  distribution has  been  made  to  a  former
             Participant,  sub-section  (i)  below  will  apply   to   such
             Participant even if the Employer elects (ii) or (iii) below as
             its normal administrative policy.

                                 [  ] (i)  Forfeitures shall be reallocated
                       at  the end of the Plan Year during which the former
                       Participant incurs his or her fifth consecutive one-
                       year Break In Service.

                                  [ ]  (ii) Forfeitures will be reallocated
                       immediately (as of the next Valuation Date).

                                 [  ] (iii)Forfeitures shall be reallocated
                       at  the end of the Plan Year during which the former
                       Employee  incurs  his  or  her      (first,  second,
                       third,  or  fourth)  consecutive one-year  Break  In
                       Service.

                                  [x]  (iv) Forfeitures will be reallocated
                       immediately (as of the Plan Year end, December 31)

   (c)  Restoration of Forfeitures:

              If  amounts are forfeited prior to five consecutive  one-year
        Breaks  in  Service, the Funds for restoration of account  balances
        will  be  obtained  from  the  following  resources  in  the  order
        indicated (fill in the appropriate number):

        [1]  (i)  Current year's forfeitures.
        [2]  (ii) Additional Employer contribution.
        [3]  (iii)Income or gain to the Plan.

   (d)  Forfeitures of Excess Aggregate Contributions shall be:

                       [x]  (i)  Applied to reduce Employer contributions.

                        [   ]  (ii)  Allocated, after all other forfeitures
                  under  the Plan, to the Matching Contribution account  of
                  each non-highly compensated Participant who made Elective
                  Deferrals  or Voluntary Contributions in the ratio  which
                  each  such  Participant's Compensation for the Plan  Year
                  bears  to the total Compensation of all Participants  for
                  such Plan Year.  Such forfeitures cannot be allocated  to
                  the account of any Highly Compensated Employee.

              Forfeitures  of  Excess Aggregate Contributions  will  be  so
        applied at the end of the Plan Year in which they occur.

10.     CASH OPTION

             [   ]  (a)  The Employer may permit a Participant to elect  to
             defer  to  the Plan, an amount not to exceed        %  of  any
             Employer  paid  cash bonus made for such Participant  for  any
             year.   A  Participant  must file an election  to  defer  such
             contribution at least fifteen (15) days prior to  the  end  of
             the  Plan  Year.   If  the  Employee fails  to  make  such  an
             election,  the entire Employer paid cash bonus  to  which  the
             Participant would be entitled shall be paid as cash and not to
             the  Plan.   Amounts  deferred under  this  Section  shall  be
             treated    for    all   purposes   as   Elective    Deferrals.
             Notwithstanding the above, the election to defer must be  made
             before the bonus is made available to the Participant.

   [x]  (b)  Not Applicable.

11.     LIMITATIONS ON ALLOCATIONS

        [   ]  This  is  the  only  Plan  the Employer  maintains  or  ever
        maintained, therefore, this Section is not applicable.

        [x]   The  Employer  does maintain or has maintained  another  Plan
        (including a Welfare Benefit Fund or an individual medical  account
        (as  defined  in Code Section 415(l)(2)), under which  amounts  are
        treated  as Annual Additions) and has completed the proper Sections
        below.

   Complete  (a),  (b)  and  (c)  only if the Employer  maintains  or  ever
   maintained another qualified plan, including a Welfare Benefit  Fund  or
   an  individual medical account [as defined in Code Section 415(l)(2)] in
   which  any Participant in this Plan is (or was) a participant  or  could
   possibly become a participant.

        (a)   If the Participant is covered under another qualified Defined
        Contribution Plan maintained by the Employer, other than  a  Master
        or Prototype Plan:

                        [x]   (i)  the provisions of Article X of the Basic
                  Plan Document #05 will apply, as if the other plan were a
                  Master or Prototype Plan.

                       [  ] (ii) Attach provisions stating the method under
                  which the plans will limit total Annual Additions to  the
                  Maximum Permissible Amount, and will properly reduce  any
                  Excess  Amounts,  in  a  manner that  precludes  Employer
                  discretion.

        (b)   If  a  Participant is or ever has been  a  participant  in  a
        Defined Benefit Plan maintained by the Employer:

              Attach  provisions which will satisfy the 1.0  limitation  of
        Code  Section  415(e).   Such language must preclude  Employer  dis
        cretion.  The Employer must also specify the interest and mortality
        assumptions  used  in  determining Present  Value  in  the  Defined
        Benefit Plan.

        (c)   The  minimum  contribution or  benefit  required  under  Code
        Section 416 relating to Top-Heavy Plans shall be satisfied by:

             [x]  (i)  this Plan.

             [  ] (ii) _______________________________________
                  (Name of other qualified plan of the Employer).

                       [  ] (iii)Attach provisions stating the method under
                  which the minimum contribution and benefit provisions  of
                  Code Section 416 will be satisfied.  If a Defined Benefit
                  Plan is or was maintained, an attachment must be provided
                  showing  interest and mortality assumptions used  in  the
                  Top-Heavy Ratio.

12.     VESTING

   Employees shall have a fully vested and nonforfeitable interest  in  any
   Employer  contribution  and  the investment  earnings  thereon  made  in
   accordance  with  paragraphs (select one or more  options)  [   ]  7(c),
   [   ]  7(e),  [   ] 7(f), [  ] 7(g) and [  ] 7(i) hereof.  Contributions
   under  paragraph 7(b), 7(c)(vii) and 7(d) are always fully  vested.   If
   one  or  more  of the foregoing options are not selected, such  Employer
   contributions  shall  be subject to the vesting table  selected  by  the
   Employer.

   Each Participant shall acquire a vested and nonforfeitable percentage in
   his  or  her account balance attributable to Employer contributions  and
   the  earnings  thereon under the procedures selected below  except  with
   respect  to any Plan Year during which the Plan is Top-Heavy,  in  which
   case   the   Two-twenty   vesting  schedule   [option   (b)(iv)]   shall
   automatically  apply unless the Employer has already  elected  a  faster
   vesting schedule.  If the Plan is switched to option (b)(iv) because  of
   its  Top-Heavy status, that vesting schedule will remain in effect  even
   if  the Plan later becomes non-Top-Heavy until the Employer executes  an
   amendment of this Adoption Agreement indicating otherwise.

   (a)  Computation Period:

              The  computation period for purposes of determining Years  of
        Service  and  Breaks  in  Service  for  purposes  of  computing   a
        Participant's  nonforfeitable right to his or her  account  balance
        derived from Employer contributions:

                       [  ] (i)  shall not be applicable since Participants
                  are always fully vested,

                        [   ]  (ii) shall commence on the date on which  an
                  Employee  first  performs  an Hour  of  Service  for  the
                  Employer and each subsequent 12-consecutive month  period
                  shall commence on the anniversary thereof, or

                        [x]   (iii)shall commence on the first day  of  the
                  Plan Year during which an Employee first performs an Hour
                  of  Service  for  the  Employer and each  subsequent  12-
                  consecutive   month   period  shall   commence   on   the
                  anniversary thereof.

   A  Participant shall receive credit for a Year of Service if he  or  she
   completes  at least 1,000 Hours of Service [or if lesser, the number  of
   hours  specified at 3(k)(iii) of this Adoption Agreement]  at  any  time
   during  the  12-consecutive month computation period.   Consequently,  a
   Year  of  Service  may be earned prior to the end of the  12-consecutive
   month computation period and the Participant need not be employed at the
   end of the 12-consecutive month computation period to receive credit for
   a Year of Service.

   (b)  Vesting Schedules:

             NOTE:      The  vesting  schedules  below  only  apply  to   a
             Participant  who  has at least one Hour of Service  during  or
             after  the  1989  Plan Year.  If applicable, Participants  who
             separated from Service prior to the 1989 Plan Year will remain
             under  the vesting schedule as in effect in the Plan prior  to
             amendment for the Tax Reform Act of 1986.

        (i)  Full and immediate vesting.
                                Years of Service
                 1    2    3    4    5    6    7
        (ii)     %  100%
        (iii)    30%  60%  100%
        (iv)     %   20%  40%  60%  80% 100%
        (v)      %     %  20%  40%  60%  80% 100%
        (vi)     10% 20%  30%  40%  60%  80% 100%
        (vii)     %     %    %   %          100%
        (viii)    %     %    %   %    %   %   100%

             NOTE:     The percentages selected for schedule (viii) may not
             be  less  for any year than the percentages shown at  schedule
             (v).

                   [x]   All contributions other than those which are fully
             vested when contributed will vest under schedule iii   above.

                   [   ]  Contributions other than those  which  are  fully
             vested when contributed will vest as provided below:

                Vesting
             Option Selected          Type Of Employer Contribution


7(c) Employer Match on Salary Savings


7(c) Employer Match on
                                      Employee Voluntary


7(e) Employer Discretionary


7(f) and (g) Employer

Discretionary -Integrated

   (c)  Service Disregarded for Vesting:

                        [   ]  (i)  Service prior to the Effective Date  of
                  this Plan or a predecessor plan shall be disregarded when
                  computing   a  Participant's  vested  and  nonforfeitable
                  interest.

                        [x]   (ii)  Service  prior to a Participant  having
                  attained  age  18 shall be disregarded when  computing  a
                  Participant's vested and nonforfeitable interest.

13.     SERVICE WITH PREDECESSOR ORGANIZATION

   For  purposes  of  satisfying the Service requirements for  eligibility,
   Hours  of  Service shall include Service with the following  predecessor
   organization(s):
   (These hours will also be used for vesting purposes.)

   Original service date with Midwest Rubber, Inc. will be used to
   determine vesting service under this plan.

14.     ROLLOVER/TRANSFER CONTRIBUTIONS

        (a)   Rollover Contributions, as described at paragraph 4.3 of  the
        Basic Plan Document #05, [x] shall [  ] shall not be permitted.  If
        permitted,   Employees  [x]  may  [   ]  may  not   make   Rollover
        Contributions  prior  to meeting the eligibility  requirements  for
        participation in the Plan.

        (b)   Transfer Contributions, as described at paragraph 4.4 of  the
        Basic Plan Document #05 [x] shall [  ] shall not be permitted.   If
        permitted,   Employees  [x]  may  [   ]  may  not   make   Transfer
        Contributions  prior  to meeting the eligibility  requirements  for
        participation in the Plan.

             NOTE:     Even if available, the Employer may refuse to accept
             such contributions if its Plan meets the safe-harbor rules  of
             paragraph 8.7 of the Basic Plan Document #05.

15.     HARDSHIP WITHDRAWALS

   Hardship withdrawals, as provided for in paragraph 6.9 of the Basic Plan
   Document #05, [x] are [  ] are not permitted.

16.     PARTICIPANT LOANS

   Participant loans, as provided for in paragraph 13.5 of the  Basic  Plan
   Document  #05, [  ] are [x] are not permitted.  If permitted, repayments
   of  principal  and  interest shall be repaid to [  ]  the  Participant's
   segregated account or [  ] the general Fund.

17.     INSURANCE POLICIES

   The  insurance  provisions of paragraph 13.6 of the Basic Plan  Document
   #05 [  ] shall [x] shall not be applicable.

18.     EMPLOYER INVESTMENT DIRECTION

   With  respect  to  Employer Matching Contributions  that  are  not  100%
   vested,  the Employer investment direction provisions, as set  forth  in
   paragraph 13.7 of the Basic Plan Document #05, [x] shall [  ] shall  not
   be applicable.

19.     EMPLOYEE INVESTMENT DIRECTION

        (a)  The Employee investment direction provisions, as set forth  in
        paragraph 13.8 of the Basic Plan Document #05, [x] shall [  ] shall
        not be applicable.

        If applicable, Participants may direct their investments:

             [x]  (i)  among funds offered by the Trustee.

             [  ] (ii) among any allowable investments.

        (b)   Participants may direct the following kinds of  contributions
        and the earnings thereon (check all applicable):

             [  ] (i)  All contributions

             [x]  (ii) Elective Deferrals

             [  ] (iii)Employee Voluntary Contributions (after-tax)

             [  ] (iv) Employee Mandatory Contributions (after-tax)

             [x]  (v)  Employer Qualified Matching Contributions

                       [x]  (vi) Other Employer Matching Contributions, but
                  only  to  the  extent the Participant is 100%  vested  in
                  those contributions.

             [x]  (vii)Employer Qualified Non-Elective Contributions

             [x]  (viii)Employer discretionary contributions

             [x]  (ix) Rollover Contributions

             [x]  (x)  Transfer Contributions

                        [   ] (xi) All of above which are checked, but only
                  to  the  extent that the Participant is vested  in  those
                  contributions.

             NOTE:     To the extent that Employee investment direction was
             previously allowed, it shall continue to be allowed  on  those
             amounts and the earnings thereon.

20.     EARLY PAYMENT OPTION

        (a)   A Participant who separates from Service prior to retirement,
        death  or Disability [x] may [  ] may not make application  to  the
        Employer  requesting an early payment of his or her Vested  Account
        Balance.

        (b)   A Participant who has not separated from Service [  ] may [x]
        may  not  obtain  a  distribution of his  or  her  vested  Employer
        contributions.  Distribution can only be made if the Participant is
        100% vested.

        (c)   A  Participant who has attained the Plan's Normal  Retirement
        Age  and  who has not separated from Service [x] may [  ]  may  not
        receive a distribution of his or her Vested Account Balance.

             NOTE:     If the Participant has had the right to withdraw his
             or  her  account balance in the past, this right  may  not  be
             taken  away.   Notwithstanding the  above,  to  the  contrary,
             required  minimum distributions will be paid.  For  timing  of
             distributions, see Section 21 below.

21.     DISTRIBUTION OPTIONS

   (a)  Timing of Distributions:

              In  cases of termination for other than death, Disability  or
        retirement, benefits shall be paid:

                        [   ]  (i)   As  soon as administratively  feasible
                  following  the  close  of the Plan Year  during  which  a
                  distribution is requested or is otherwise payable.

                        [x]   (ii)  As  soon as administratively  feasible,
                  following  the date on which a distribution is  requested
                  or is otherwise payable.

                        [   ]  (iii)As  soon as administratively  feasible,
                  after  the  close  of  the Plan  Year  during  which  the
                  Participant incurs       consecutive one-year  Breaks  in
                  Service.

                        [   ]  (iv) Only after the Participant has achieved
                  the  Plan's  Normal Retirement Age, or  Early  Retirement
                  Age, if applicable.

             In cases of death, Disability or retirement, benefits shall be
        paid:

                        [   ]  (v)   As  soon as administratively  feasible
                  following  the  close  of the Plan Year  during  which  a
                  distribution is requested or is otherwise payable.

                        [x]   (vi)  As  soon as administratively  feasible,
                  following  the date on which a distribution is  requested
                  or is otherwise payable.

                        [   ]  (vii)As  soon as administratively  feasible,
                  after  the  close  of  the Plan  Year  during  which  the
                  Participant incurs       consecutive one-year  Breaks  in
                  Service.

                        [   ] (viii)Only after the Participant has achieved
                  the  Plan's  Normal Retirement Age, or  Early  Retirement
                  Age, if applicable.

   (b)  Optional Forms of Payment:

             [x]  (i)  Lump Sum.

             [  ] (ii) Installment Payments.

             [  ] (iii)Life Annuity*.

             [  ] (iv) Life Annuity  Term Certain*.
                                             Life   Annuity  with  payments
                       guaranteed  for           years (not  to  exceed  20
                       years, specify all applicable).

                       [  ] (v)  Joint and [  ] 50%, [  ] 66-2/3%, [  ] 75%
                  or [  ] 100% survivor annuity* (specify all applicable).

                       [  ] (vi) Other form(s) specified:


              *Not available in Plan meeting provisions of paragraph 8.7 of
        Basic Plan Document #05.

   (c)  Recalculation of Life Expectancy:

               In   determining  required  distributions  under  the  Plan,
        Participants  and/or their Spouse (Surviving  Spouse)  [   ]  shall
        [   ]  shall  not  have  the right to have  their  life  expectancy
        recalculated annually.

        If "shall",

        [  ] only the Participant shall be recalculated.
        [  ] both the Participant and Spouse shall be recalculated.
        [  ] who is recalculated shall be determined by the Participant.

22.     PROTECTED BENEFITS UNDER INTERNAL REVENUE CODE SECTION 411(d)(6)

        [  ] The Employer is attaching to this Adoption Agreement a list of
        Section  411(d)(6)  protected benefits from a prior  plan  document
        which this Plan amends.

        [x]  Not applicable.

23.     SPONSOR CONTACT

   Employers  should direct questions concerning the language contained  in
   and qualification of the Prototype to:


   (Job Title)  Kim O'Connor, Trust Administrator
   (Phone Number) 313-222-0055

   In  the  event  that the Sponsor amends, discontinues or  abandons  this
   Prototype Plan, notification will be provided to the Employer's  address
   provided on the first page of this Agreement.

24.     SIGNATURES:

   Due  to  the significant tax ramifications, the Sponsor recommends  that
   before you execute this Adoption Agreement, you contact your attorney or
   tax advisor, if any.

        (a)  EMPLOYER:

              Name  and address of Employer if different than specified  in
        Section 1 above.





              This  Agreement and the corresponding provisions of the  Plan
        and Trust/Custodial Account Basic Plan Document #05 were adopted by
        the Employer the 5th day of May 1996.

             Signed for the Employer by:Thomas D. Parker

                   Title:            VP           Human           Resources


                     Signature:         /s/Thomas         D.         Parker
        



             The Employer understands that its failure to properly complete
        the Adoption Agreement may result in disqualification of its Plan.

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

              This Adoption Agreement may only be used in conjunction  with
        Basic Plan Document #05.

[x]     (b)  TRUSTEE:

             Name of Trustee:

             Comerica Bank

              The  assets of the Fund shall be invested in accordance  with
        paragraph 13.3 of the Basic Plan Document #05 as a Trust.  As such,
        the Employer's Plan as contained herein was accepted by the Trustee
        the 5th day of May 1996.

   Signed for the Trustee by:  Kim O'Connor
   Title: Trust Administrator

   Signature: /s/Kimberly O'Connor

[  ]    (c)  CUSTODIAN:

             Name of Custodian:



              The  assets of the Fund shall be invested in accordance  with
        paragraph  13.4  of  the Basic Plan Document  #05  as  a  Custodial
        Account.   As  such,  the Employer's Plan as contained  herein  was
        accepted by the Custodian the        day of                       ,
        19    .

   Signed for the Custodian by:

   Title:

   Signature:

        (d)  SPONSOR:

             The Employer's Agreement and the corresponding provisions of
        the Plan and Trust/Custodial Account Basic Plan Document #05 were
        accepted by the Sponsor the 5th day of May 1996.

   Signed for the Sponsor by:  Kim O'Connor
   Title:  Trust Administrator

   Signature: /s/Kimberly O'Connor


[X]     (e)  ATTORNEY CONTACT:

                                            Name:    Deborah W. Thompson
                                             Firm  Name:  Miller, Canfield,
                       Paddock and Stone
                                            Address:      150 W. Jefferson,
                       Suite 2500
                       Detroit, MI  48226
                                               Telephone   No.:       (313)
                       963-6420

                                        Exhibit 4(c)









              PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN
                       AND TRUST/CUSTODIAL ACCOUNT


                               Sponsored By

                              COMERICA BANK


                         BASIC PLAN DOCUMENT #05















                                                  January 1993




COPYRIGHT 1993 THE McKAY HOCHMAN COMPANY, INC.
THIS  DOCUMENT  IS COPYRIGHTED UNDER THE LAWS OF THE UNITED  STATES.   USE,
DUPLICATION  OR  REPRODUCTION, INCLUDING THE USE OF  ELECTRONIC  MEANS,  IS
PROHIBITED BY LAW WITHOUT THE EXPRESS CONSENT OF THE AUTHOR.


                            TABLE OF CONTENTS

PARAGRAPH                                       PAGE
                                 ARTICLE I
                                DEFINITIONS

1.1       Actual Deferral Percentage
1.2       Adoption Agreement
1.3       Aggregate Limit
1.4       Annual Additions
1.5       Annuity Starting Date
1.6       Applicable Calendar Year
1.7       Applicable Life Expectancy
1.8       Average Contribution Percentage (ACP)
1.9       Average Deferral Percentage (ADP)
1.10      Break In Service
1.11      Code                                                            3
1.12      Compensation
1.13      Contribution Percentage
1.14      Custodian
1.15      Defined Benefit Plan
1.16      Defined Benefit (Plan) Fraction
1.17      Defined Contribution Dollar Limitation
1.18      Defined Contribution Plan
1.19      Defined Contribution (Plan) Fraction
1.20      Designated Beneficiary
1.21      Disability
1.22      Distribution Calendar Year
1.23      Early Retirement Age
1.24      Earned Income
1.25      Effective Date
1.26      Election Period
1.27      Elective Deferral
1.28      Eligible Participant
1.29      Employee
1.30      Employer
1.31      Entry Date
1.32      Excess Aggregate Contributions
1.33      Excess Amount
1.34      Excess Contribution
1.35      Excess Elective Deferrals
1.36      Family Member
1.37      First Distribution Calendar Year
1.38      Fund                                                            8
1.39      Hardship
1.40      Highest Average Compensation
1.41      Highly Compensated Employee
1.42      Hour Of Service
1.43      Key Employee
1.44      Leased Employee
1.45      Limitation Year
1.46      Master Or Prototype Plan
1.47      Matching Contribution
1.48      Maximum Permissible Amount
1.49      Net Profit
1.50      Normal Retirement Age
1.51      Owner-Employee
1.52      Paired Plans
1.53      Participant
1.54      Participant's Benefit
1.55      Permissive Aggregation Group
1.56      Plan                                                           11
1.57      Plan Administrator
1.58      Plan Year
1.59      Present Value
1.60      Projected Annual Benefit
1.61      Qualified Deferred Compensation Plan
1.62      Qualified Domestic Relations Order
1.63      Qualified Early Retirement Age
1.64      Qualified Joint And Survivor Annuity
1.65      Qualified Matching Contribution
1.66      Qualified Non-Elective Contributions
1.67      Qualified Voluntary Contribution
1.68      Required Aggregation Group
1.69      Required Beginning Date
1.70      Rollover Contribution
1.71      Salary Savings Agreement
1.72      Self-Employed Individual
1.73      Service
1.74      Shareholder Employee
1.75      Simplified Employee Pension Plan
1.76      Sponsor
1.77      Spouse (Surviving Spouse)
1.78      Super Top-Heavy Plan
1.79      Taxable Wage Base
1.80      Top-Heavy Determination Date
1.81      Top-Heavy Plan
1.82      Top-Heavy Ratio
1.83      Top-Paid Group
1.84      Transfer Contribution
1.85      Trustee
1.86      Valuation Date
1.87      Vested Account Balance
1.88      Voluntary Contribution
1.89      Welfare Benefit Fund
1.90 Year Of Service

                                ARTICLE II
                         ELIGIBILITY REQUIREMENTS

2.1       Participation
2.2       Change In Classification Of Employment
2.3       Computation Period
2.4       Employment Rights
2.5       Service With Controlled Groups
2.6       Owner-Employees
2.7       Leased Employees
2.8  Thrift Plans

                                ARTICLE III
                          EMPLOYER CONTRIBUTIONS

3.1       Amount
3.2       Expenses And Fees
3.3       Responsibility For Contributions
3.4  Return Of Contributions

                                ARTICLE IV
                          EMPLOYEE CONTRIBUTIONS

4.1       Voluntary Contributions
4.2       Qualified Voluntary Contributions
4.3       Rollover Contribution
4.4       Transfer Contribution
4.5       Employer Approval Of Transfer Contributions
4.6       Elective Deferrals
4.7       Required Voluntary Contributions
4.8  Direct Rollover of Benefits

                                 ARTICLE V
                           PARTICIPANT ACCOUNTS

5.1       Separate Accounts
5.2  Adjustments To Participant Accounts
5.3       Allocating Employer Contributions
5.4       Allocating Investment Earnings And Losses
5.5  Participant Statements

                                ARTICLE VI
                   RETIREMENT BENEFITS AND DISTRIBUTIONS

6.1       Normal Retirement Benefits
6.2       Early Retirement Benefits
6.3       Benefits On Termination Of Employment
6.4       Restrictions On Immediate Distributions
6.5       Normal Form Of Payment
6.6       Commencement Of Benefits
6.7       Claims Procedures
6.8       In-Service Withdrawals
6.9       Hardship Withdrawal

                                ARTICLE VII
                         DISTRIBUTION REQUIREMENTS

7.1       Joint And Survivor Annuity Requirements
7.2       Minimum Distribution Requirements
7.3       Limits On Distribution Periods
7.4       Required   Distributions  On  Or  After  The   Required
          Beginning Date
7.5       Required Beginning Date
7.6       Transitional Rule
7.7       Designation Of Beneficiary For Death Benefit
7.8       Nonexistence Of Beneficiary
7.9       Distribution Beginning Before Death
7.10      Distribution Beginning After Death
7.11      Distribution Of Excess Elective Deferrals
7.12      Distributions of Excess Contributions
7.13      Distribution Of Excess Aggregate Contributions
7.14 Escheat

                               ARTICLE VIII
                  JOINT AND SURVIVOR ANNUITY REQUIREMENTS

8.1       Applicability Of Provisions
8.2       Payment Of Qualified Joint And Survivor Annuity
8.3       Payment Of Qualified Pre-Retirement Survivor Annuity
8.4       Qualified Election
8.5       Notice  Requirements For Qualified Joint  And  Survivor
          Annuity
8.6       Notice   Requirements   For  Qualified   Pre-Retirement
          Survivor
          Annuity
8.7       Special Safe-Harbor Exception For Certain Profit-Sharin
          g
          Plans
8.8       Transitional Joint And Survivor Annuity Rules
8.9       Automatic Joint And Survivor Annuity And Early Survivor
          Annuity
8.10      Annuity Contracts

                                ARTICLE IX
                                  VESTING

9.1       Employee Contributions
9.2       Employer Contributions
9.3       Computation Period
9.4       Requalification  Prior  To  Five  Consecutive  One-Year
          Breaks In Service
9.5  Requalification After Five Consecutive One-Year Breaks In
                                                                    Service
9.6       Calculating Vested Interest
9.7       Forfeitures
9.8       Amendment Of Vesting Schedule
9.9  Service With Controlled Groups

                                 ARTICLE X
                        LIMITATIONS ON ALLOCATIONS
                      AND ANTIDISCRIMINATION TESTING

10.1      Participation In This Plan Only
10.2      Disposition Of Excess Annual Additions
10.3      Participation  In  This  Plan And  Another  Master  and
          Prototype  Defined Contribution Plan,  Welfare  Benefit
          Fund       Or      Individual      Medical      Account
          Maintained By The Employer
10.4      Disposition Of Excess Annual Additions Under Two Plans
10.5      Participation   In  This  Plan  And   Another   Defined
          Contribution                                       Plan
          Which Is Not A Master Or Prototype Plan
10.6      Participation In This Plan And A Defined Benefit Plan
10.7      Average Deferral Percentage (ADP) Test
10.8      Special Rules Relating To Application Of ADP Test
10.9      Recharacterization
10.10 Average Contribution Percentage (ACP) Test
10.11 Special Rules Relating To Application Of ACP Test

                                ARTICLE XI
                              ADMINISTRATION

11.1      Plan Administrator
11.2      Trustee/Custodian
11.3      Administrative Fees And Expenses
11.4      Division Of Duties And Indemnification

                                ARTICLE XII
                       TRUST FUND/CUSTODIAL ACCOUNT

12.1      The Fund
12.2      Control Of Plan Assets
12.3      Exclusive Benefit Rules
12.4      Assignment And Alienation Of Benefits
12.5      Determination Of Qualified Domestic Relations Order (QD
          RO)

                               ARTICLE XIII
                                INVESTMENTS

13.1      Fiduciary Standards
13.2      Funding Arrangement
13.3      Investment Alternatives Of The Trustee
13.4      Duties Of The Custodian
13.5      Participant Loans
13.6      Insurance Policies
13.7      Employer Investment Direction
13.8      Employee Investment Direction

                                ARTICLE XIV
                           TOP-HEAVY PROVISIONS

14.1      Applicability Of Rules
14.2      Minimum Contribution
14.3      Minimum Vesting
14.4      Limitations On Allocations
                                ARTICLE XV
                        AMENDMENT AND TERMINATION
15.1      Amendment By Sponsor
15.2      Amendment By Employer
15.3      Termination
15.4      Qualification Of Employer's Plan
15.5      Mergers And Consolidations
15.6      Resignation And Removal
15.7      Qualification Of Prototype

                               ARTICLE XVI
                              GOVERNING LAW

    PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN AND TRUST/CUSTODIAL
                                 ACCOUNT
                               Sponsored By
                              COMERICA BANK
                                     

The  Sponsor hereby establishes the following Prototype Retirement Plan and
Trust/Custodial Account for use by those of its customers who  qualify  and
wish to adopt a qualified retirement program.  Any Plan and Trust/Custodial
Account  established  hereunder  shall be administered  for  the  exclusive
benefit  of Participants and their beneficiaries under the following  terms
and conditions:

                                ARTICLE I

                               DEFINITIONS

1.1   Actual Deferral Percentage  The ratio (expressed as a percentage  and
calculated separately for each Participant) of:

            (a)      the  amount  of  Employer  contributions   [as
               defined  at (c) and (d)] actually paid over  to  the
               Fund on behalf of such Participant for the Plan Year
               to
            
            (b)     the  Participant's Compensation for  such  Plan
               Year.   Compensation will only include  amounts  for
               the period during which the Employee was eligible to
               participate.

Employer contributions on behalf of any Participant shall include:

            (c)     any  Elective  Deferrals made pursuant  to  the
               Participant's  deferral election,  including  Excess
               Elective Deferrals, but excluding Elective Deferrals
               that   are   either  taken  into  account   in   the
               Contribution Percentage test (provided the ADP  test
               is  satisfied  both  with and without  exclusion  of
               these  Elective Deferrals) or are returned as excess
               Annual Additions; and
            
            (d)     at  the  election  of  the Employer,  Qualified
               Non-Elective  Contributions and  Qualified  Matching
               Contributions.

For  purposes  of  computing Actual Deferral Percentages, an  Employee  who
would be a Participant but for the failure to make Elective Deferrals shall
be treated as a Participant on whose behalf no Elective Deferrals are made.

1.2   Adoption Agreement  The document attached to this Plan  by  which  an
Employer   elects   to   establish   a  qualified   retirement   plan   and
trust/custodial  account  under  the  terms  of  this  Prototype  Plan  and
Trust/Custodial Account.

1.3  Aggregate Limit  The sum of:

            (a)     125  percent of the greater of the ADP  of  the
               non-Highly Compensated Employees for the  Plan  Year
               or the ACP of non-Highly Compensated Employees under
               the Plan subject to Code Section 401(m) for the Plan
               Year  beginning with or within the Plan Year of  the
               cash  or  deferred arrangement as described in  Code
               Section 401(k) or Code Section 402(h)(1)(B), and
            
            (b)     the  lesser  of  200% or two percent  plus  the
               lesser of such ADP or ACP.
            
Alternatively,  the aggregate limit can be determined by substituting  "the
lesser  of  200%  or  two percent plus" for "125% of"  in  (a)  above,  and
substituting "125% of" for "the lesser of 200% or two percent plus" in  (b)
above.

1.4   Annual  Additions   The sum of the following amounts  credited  to  a
Participant's account for the Limitation Year:

                    (a)  Employer Contributions,

               (b)  Employee Contributions (under Article IV),

               (c)  forfeitures,

                     (d)   amounts  allocated after March 31,  1984  to  an
               individual  medical  account, as  defined  in  Code  Section
               415(l)(2),  which  is  part of a  pension  or  annuity  plan
               maintained  by  the Employer (these amounts are  treated  as
               Annual Additions to a Defined Contribution Plan though  they
               arise under a Defined Benefit Plan), and

                    (e)  amounts derived from contributions paid or accrued
               after  1985, in taxable years ending after 1985,  which  are
               either  attributable  to  post-retirement  medical  benefits
               allocated to the account of a Key Employee, or to a  Welfare
               Benefit Fund maintained by the Employer, are also treated as
               Annual  Additions  to  a  Defined  Contribution  Plan.   For
               purposes of this paragraph, an Employee is a Key Employee if
               he  or  she meets the requirements of paragraph 1.43 at  any
               time  during  the  Plan  Year or any  preceding  Plan  Year.
               Welfare Benefit Fund is defined at paragraph 1.89.

Excess   amounts   applied  in  a  Limitation  Year  to   reduce   Employer
contributions will be considered Annual Additions for such Limitation Year,
pursuant to the provisions of Article X.

1.5  Annuity Starting Date  The first day of the first period for which  an
amount is paid as an annuity or in any other form.

1.6  Applicable Calendar Year  The First Distribution Calendar Year, and in
the event of the recalculation of life expectancy, such succeeding calendar
year.  If payments commence in accordance with paragraph 7.4(e) before  the
Required  Beginning Date, the Applicable Calendar Year  is  the  year  such
payments commence.  If distribution is in the form of an immediate  annuity
purchased  after  the Participant's death with the Participant's  remaining
interest, the Applicable Calendar Year is the year of purchase.

1.7   Applicable Life Expectancy  Used in determining the required  minimum
distribution.  The life expectancy (or joint and last survivor  expectancy)
calculated  using  the  attained  age of  the  Participant  (or  Designated
Beneficiary) as of the Participant's (or Designated Beneficiary's) birthday
in the Applicable Calendar Year reduced by one for each calendar year which
has  elapsed since the date life expectancy was first calculated.  If  life
expectancy is being recalculated, the Applicable Life Expectancy  shall  be
the  life  expectancy  as  so  recalculated.   The  life  expectancy  of  a
non-Spouse Beneficiary may not be recalculated.

1.8  Average Contribution Percentage (ACP)  The average of the Contribution
Percentages  for  each Highly Compensated Employee and for each  non-Highly
Compensated Employee.

1.9   Average Deferral Percentage (ADP)  The average of the Actual Deferral
Percentages  for  each Highly Compensated Employee and for each  non-Highly
Compensated Employee.

1.10  Break  In  Service   A 12-consecutive month period  during  which  an
Employee fails to complete more than 500 Hours of Service.

1.11 Code  The Internal Revenue Code of 1986, including any amendments.

1.12 Compensation  The Employer may select one of the following three safe-
harbor definitions of Compensation in the Adoption Agreement.  Compensation
shall  only  include amounts earned while a Participant  if  Plan  Year  is
chosen as the applicable computation period.

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

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

          (c)  Code Section 415 Compensation.  For purposes of applying the
          limitations  of Article X and Top-Heavy Minimums, the  definition
          of  Compensation  shall  be  Code  Section  415  Compensation  as
          follows:   a  Participant's Earned Income, wages,  salaries,  and
          fees   for  professional  services  and  other  amounts  received
          (without regard to whether or not an amount is paid in cash)  for
          personal  services actually rendered in the course of  employment
          with  the  Employer maintaining the Plan to the extent  that  the
          amounts  are  includible  in  gross income  [including,  but  not
          limited  to, commissions paid salesmen, compensation for services
          on the basis of a percentage of profits, commissions on insurance
          premiums,  tips,  bonuses, fringe benefits and reimbursements  or
          other   expense  allowances  under  a  nonaccountable  plan   (as
          described   in   Regulation  1.62-2(c)],),  and   excluding   the
          following:

                     1.    Employer  contributions to a  plan  of  deferred
               compensation  which  are not includible  in  the  Employee's
               gross  income for the taxable year in which contributed,  or
               Employer  contributions under a Simplified Employee  Pension
               Plan   or   any  distributions  from  a  plan  of   deferred
               compensation,

                      2.     Amounts  realized  from  the  exercise  of   a
               non-qualified  stock  option, or when restricted  stock  (or
               property)  held  by  the  Employee  either  becomes   freely
               transferable  or is no longer subject to a substantial  risk
               of forfeiture,

                     3.   Amounts realized from the sale, exchange or other
               disposition  of  stock  acquired  under  a  qualified  stock
               option; and

                    4.   other amounts which received special tax benefits,
               or  contributions made by the Employer (whether or not under
               a  salary  reduction agreement) towards the purchase  of  an
               annuity  contract described in Code Section 403(b)  (whether
               or  not  the contributions are actually excludable from  the
               gross income of the Employee).

For  purposes of applying the limitations of Article X, Compensation for  a
Limitation Year is the Compensation actually paid or made available  during
such Limitation Year.  Notwithstanding the preceding sentence, Compensation
for  a  Participant in a Defined Contribution Plan who is  permanently  and
totally  disabled [as defined in Code Section 22(e)(3)] is the Compensation
such  Participant  would  have received for  the  Limitation  Year  if  the
Participant  had  been  paid at the rate of Compensation  paid  immediately
before   becoming   permanently  and  totally   disabled.    Such   imputed
Compensation for the disabled Participant may be taken into account only if
the  Participant is not a Highly Compensated Employee [as defined  in  Code
Section  414(q)]  and contributions made on behalf of such Participant  are
nonforfeitable when made.

If  the  Employer  fails  to pick the applicable  period  in  the  Adoption
Agreement, the Plan Year shall be used.  Unless otherwise specified by  the
Employer  in  the Adoption Agreement, Compensation shall be  determined  as
provided in 1.12(c).

Beginning with 1989 Plan Years, the annual Compensation of each Participant
which may be taken into account for determining all benefits provided under
the  Plan  (including benefits under Article XIV) for any  year  shall  not
exceed $200,000, as adjusted under Code Section 415(d).  In determining the
Compensation of a Participant for purposes of this limitation, the rules of
Code Section 414(q)(6) shall apply, except in applying such rules, the term
"family"  shall include only the Spouse of the Participant and  any  lineal
descendants of the Participant who have not attained age 19 before the  end
of  the  Plan Year.  If, as a result of the application of such rules,  the
adjusted  $200,000  limitation is exceeded, then (except  for  purposes  of
determining the portion of Compensation up to the integration level if this
Plan  provides for permitted disparity), the limitation shall  be  prorated
among  the  affected  individuals in proportion to each  such  individual's
Compensation  as determined under this section prior to the application  of
this limitation.

If a Plan has a Plan Year that contains fewer than 12 Calendar Months, then
the  annual  Compensation limit for that period is an amount equal  to  the
$200,000 as adjusted for the calendar year in which the Compensation period
begins,  multiplied by a fraction the numerator of which is the  number  of
full months in the Short Plan Year and the denominator of which is 12.   If
Compensation  for any prior plan year is taken into account in  determining
an   employee's  contributions  or  benefits  for  the  current  year,  the
Compensation  for  such  prior year is subject  to  the  applicable  annual
Compensation  limit in effect for that prior year.  For this  purpose,  for
years  beginning before January 1, 1990, the applicable annual Compensation
limit is $200,000.

Compensation   shall   not   include  deferred  Compensation   other   than
contributions  through a salary reduction agreement to a cash  or  deferred
plan  under  Code Section 401(k), a Simplified Employee Pension Plan  under
Code  Section 402(h)(1)(B), a cafeteria plan under Code Section  125  or  a
tax-deferred  annuity under Code Section 403(b).  Unless elected  otherwise
by  the Employer in the Adoption Agreement, these deferred amounts will  be
considered  as Compensation for Plan purposes.  These deferred amounts  are
not  counted  as  Compensation for purposes of Articles X  and  XIV.   When
applicable  to a Self-Employed Individual, Compensation shall  mean  Earned
Income.

1.13  Contribution  Percentage  The ratio (expressed as  a  percentage  and
calculated separately for each Participant) of:

            (a)      the   Participant's  Contribution   Percentage
               Amounts  [as defined at (c)-(f)] for the Plan  Year,
               to
            
            (b)     the  Participant's Compensation  for  the  Plan
               Year.   Compensation will only include  amounts  for
               the period during which the Employee was eligible to
               participate.

Contribution Percentage Amounts on behalf of any Participant shall include:

            (c)     the amount of Employee Voluntary Contributions,
               Matching   Contributions,  and  Qualified   Matching
               Contributions (to the extent not taken into  account
               for purposes of the ADP test) made under the Plan on
               behalf of the Participant for the Plan Year,
            
            (d)     forfeitures  of Excess Aggregate  Contributions
               or   Matching   Contributions   allocated   to   the
               Participant's  account which  shall  be  taken  into
               account  in  the  year in which such  forfeiture  is
               allocated,
            
            (e)     at  the  election  of  the Employer,  Qualified
               Non-Elective Contributions, and
            
            (f)     the  Employer  also may elect to  use  Elective
               Deferrals in the Contribution Percentage amounts  so
               long  as  the  ADP test is met before  the  Elective
               Deferrals are used in the ACP test and continues  to
               be  met  following the exclusion of  those  Elective
               Deferrals that are used to meet the ACP test.

Contribution  Percentage amounts shall not include Matching  Contributions,
whether  or  not  Qualified, that are forfeited either  to  correct  Excess
Aggregate Contributions, or because the contributions to which they  relate
are   Excess   Deferrals,  Excess  Contributions,   or   Excess   Aggregate
Contributions.

1.14  Custodian  The Sponsor of this Prototype Plan, or, if applicable,  an
affiliate  or  successor,  shall  serve as  Custodian  if  a  Custodian  is
appointed in the Adoption Agreement.

1.15  Defined Benefit Plan  A Plan under which a Participant's  Benefit  is
determined  by  a formula contained in the Plan and no individual  accounts
are maintained for Participants.

1.16 Defined Benefit (Plan) Fraction  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 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 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 Section 415 for all Limitation Years beginning before 1987.

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

1.18 Defined Contribution Plan  A Plan under which individual accounts  are
maintained  for  each Participant to which all contributions,  forfeitures,
investment  income  and  gains  or losses, and  expenses  are  credited  or
deducted.  A Participant's Benefit under such Plan is based solely  on  the
fair market value of his or her account balance.

1.19  Defined  Contribution (Plan) Fraction  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 paragraph 1.89 and
individual   medical  accounts,  as  defined  in  Code  Section  415(l)(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  the
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  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 1987, and disregarding any changes in the terms  and
conditions  of the Plan made after May 6, 1986, but using the  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  1987,  shall not be re-computed to treat all Employee Contributions
as Annual Additions.

1.20  Designated  Beneficiary  The individual  who  is  designated  as  the
beneficiary  under the Plan in accordance with Code Section  401(a)(9)  and
the regulations thereunder.

1.21  Disability   An illness or injury of a potentially permanent  nature,
expected  to  last  for  a continuous period of not less  than  12  months,
certified by a physician selected by or satisfactory to the Employer, which
prevents  the Employee from engaging in any occupation for wage  or  profit
for  which  the  Employee  is reasonably fitted by training,  education  or
experience.

1.22  Distribution  Calendar Year  A calendar  year  for  which  a  minimum
distribution is required.

1.23  Early  Retirement Age  The age set by the Employer  in  the  Adoption
Agreement  (but  not less than 55), which is the earliest age  at  which  a
Participant may retire and receive his or her benefits under the Plan.

1.24  Earned  Income  Net earnings from self-employment  in  the  trade  or
business with respect to which the Plan is established, determined  without
regard  to  items not included in gross income and the deductions allocable
to  such  items,  provided that personal services of the individual  are  a
material  income-producing  factor.  Earned  income  shall  be  reduced  by
contributions  made  by  an  Employer to a qualified  plan  to  the  extent
deductible under Code Section 404.  For tax years beginning after 1989, net
earnings shall be determined taking into account the deduction for one-half
of  self-employment taxes allowed to the Employer under Code Section 164(f)
to the extent deductible.

1.25  Effective Date  The date on which the Employer's retirement  plan  or
amendment to such plan becomes effective.

1.26  Election Period  The period which begins on the first day of the Plan
Year  in which the Participant attains age 35 and ends on the date  of  the
Participant's death.  If a Participant separates from Service prior to  the
first day of the Plan Year in which age 35 is attained, the Election Period
shall  begin on the date of separation, with respect to the account balance
as of the date of separation.

1.27  Elective  Deferral  Employer contributions made to the  Plan  at  the
election  of  the  Participant,  in lieu of  cash  Compensation.   Elective
Deferrals  shall  also  include contributions made  pursuant  to  a  Salary
Savings  Agreement  or  other deferral mechanism, such  as  a  cash  option
contribution.   With respect to any taxable year, a Participant's  Elective
Deferral  is the sum of all Employer contributions made on behalf  of  such
Participant  pursuant to an election to defer under any qualified  cash  or
deferred  arrangement as described in Code Section 401(k),  any  simplified
employee pension cash or deferred arrangement as described in Code  Section
402(h)(1)(B),  any eligible deferred compensation plan under  Code  Section
457,  any plan as described under Code Section 501(c)(18), and any Employer
contributions  made on the behalf of a Participant for the purchase  of  an
annuity  contract  under Code Section 403(b) pursuant to a  Salary  Savings
Agreement.   Elective  Deferrals shall not include any  deferrals  properly
distributed as Excess Annual Additions.

1.28 Eligible Participant  Any Employee who is eligible to make a Voluntary
Contribution,  or  an  Elective  Deferral  (if  the  Employer  takes   such
contributions  into  account  in  the   calculation  of  the   Contribution
Percentage),  or to receive a Matching Contribution (including forfeitures)
or  a  Qualified  Matching  Contribution.  If a Voluntary  Contribution  or
Elective Deferral is required as a condition of participation in the  Plan,
any  Employee who would be a Participant in the Plan if such Employee  made
such a contribution shall be treated as an Eligible Participant even though
no Voluntary Contributions or Elective Deferrals are made.

1.29 Employee  Any person employed by the Employer (including Self-Employed
Individuals  and  partners), all Employees of a  member  of  an  affiliated
service  group  [as  defined  in  Code  Section  414(m)],  Employees  of  a
controlled  group of corporations [as defined in Code Section 414(b)],  all
Employees of any incorporated or unincorporated trade or business which  is
under  common control [as defined in Code Section 414(c)], leased Employees
[as  defined  in  Code  Section 414(n)] and any  Employee  required  to  be
aggregated by Code Section 414(o).  All such Employees shall be treated  as
employed by a single Employer.

1.30  Employer   The Self-Employed Individual, partnership, corporation  or
other  organization which adopts this Plan including any firm that succeeds
the  Employer and adopts this Plan.  For purposes of Article X, Limitations
on Allocations, Employer shall mean the Employer that adopts this Plan, and
all  members  of  a controlled group of corporations [as  defined  in  Code
Section 414(b) as modified by Code Section 415(h)], all commonly controlled
trades or businesses [as defined in Code Section 414(c) as modified by Code
Section  415(h)] or affiliated service groups [as defined in  Code  Section
414(m)]  of  which  the adopting Employer is a part, and any  other  entity
required  to be aggregated with the Employer pursuant to regulations  under
Code Section 414(o).

1.31  Entry Date  The date on which an Employee commences participation  in
the Plan as determined by the Employer in the Adoption Agreement.

1.32  Excess Aggregate Contributions  The excess, with respect to any  Plan
Year, of:

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

                      (b)   the  maximum  Contribution  Percentage  Amounts
               permitted   by   the  ACP  test  (determined   by   reducing
               contributions made on behalf of Highly Compensated Employees
               in  order  of their Contribution Percentages beginning  with
               the highest of such percentages).

Such  determination shall be made after first determining  Excess  Elective
Deferrals   pursuant   to  paragraph  1.35  and  then  determining   Excess
Contributions pursuant to paragraph 1.34.

1.33  Excess  Amount  The excess of the Participant's Annual Additions  for
the Limitation Year over the Maximum Permissible Amount.

1.34 Excess Contribution  With respect to any Plan Year, the excess of:

            (a)     the  aggregate amount of Employer contributions
               actually taken into account in computing the ADP  of
               Highly  Compensated Employees for  such  Plan  Year,
               over
            
            (b)      the   maximum  amount  of  such  contributions
               permitted  by the ADP test (determined  by  reducing
               contributions  made on behalf of Highly  Compensated
               Employees in order of the ADPs, beginning  with  the
               highest of such percentages).

1.35   Excess  Elective  Deferrals   Those  Elective  Deferrals  that   are
includible in a Participant's gross income under Code Section 402(g) to the
extent such Participant's Elective Deferrals for a taxable year exceed  the
dollar limitation under such Code Section.  Excess Elective Deferrals shall
be  treated  as  Annual Additions under the Plan, unless such  amounts  are
distributed no later than the first April 15th following the close  of  the
Participant's taxable year.

1.36  Family  Member   The  Employee's Spouse, any lineal  descendants  and
ascendants and the Spouse of such lineal descendants and ascendants.

1.37  First Distribution Calendar Year  For distributions beginning  before
the  Participant's  death,  the First Distribution  Calendar  Year  is  the
calendar  year immediately preceding the calendar year which  contains  the
Participant's  Required Beginning Date.  For distributions beginning  after
the  Participant's  death,  the First Distribution  Calendar  Year  is  the
calendar  year  in  which distributions are required to begin  pursuant  to
paragraph 7.10.

1.38  Fund  All contributions received by the Trustee/Custodian under  this
Plan  and  Trust/Custodial Account, investments thereof  and  earnings  and
appreciation thereon.

1.39  Hardship  An immediate and heavy financial need of the Employee where
such Employee lacks other available resources.

1.40  Highest Average Compensation  The average Compensation for the  three
consecutive  Years of Service with the Employer that produces  the  highest
average.   A Year of Service with the Employer is the 12-consecutive  month
period defined in the Adoption Agreement.

1.41 Highly Compensated Employee  Any Employee who performs Service for the
Employer during the determination year and who, during the immediate  prior
year:

            (a)     received  Compensation  from  the  Employer  in
               excess  of  $75,000 [as adjusted  pursuant  to  Code
               Section 415(d)]; or
            
            
            (b)     received  Compensation  from  the  Employer  in
               excess  of  $50,000 [as adjusted  pursuant  to  Code
               Section  415(d)]  and was a member of  the  Top-Paid
               Group for such year; or
            
            (c)     was  an  officer of the Employer  and  received
               Compensation  during such year that is greater  than
               50  percent of the dollar limitation in effect under
               Code Section 415(b)(1)(A).

Notwithstanding  (a),  (b)  and  (c),  an  Employee  who  was  not   Highly
Compensated during the preceding Plan Year shall not be treated as a Highly
Compensated  Employee  with respect to the current Plan  Year  unless  such
Employee  is  a member of the 100 Employees paid the greatest  Compensation
during the year for which such determination is being made.
            
            (d)     Employees  who are five percent owners  at  any
               time   during   the   immediate   prior   year    or
               determination year.

Highly  Compensated Employee includes Highly Compensated  active  Employees
and Highly Compensated former Employees.

1.42 Hour Of Service

            (a)     Each  hour  for which an Employee  is  paid,  or
               entitled  to payment, for the performance  of  duties
               for  the Employer.  These hours shall be credited  to
               the  Employee for the computation period in which the
               duties are performed; and
            
            (b)     Each  hour  for which an Employee  is  paid,  or
               entitled to payment, by the Employer on account of  a
               period  of  time during which no duties are performed
               (irrespective of whether the employment  relationship
               has  terminated)  due to vacation, holiday,  illness,
               incapacity (including disability), layoff, jury duty,
               military duty or leave of absence.  No more than  501
               Hours  of  Service  shall  be  credited  under   this
               paragraph  for any single continuous period  (whether
               or  not  such  period occurs in a single  computation
               period).    Hours  under  this  paragraph  shall   be
               calculated   and   credited   pursuant   to   Section
               2530.200b-2  of  the Department of Labor  Regulations
               which are incorporated herein by this reference; and
            
            (c)     Each  hour  for which back pay, irrespective  of
               mitigation of damages, is either awarded or agreed to
               by the Employer.  The same Hours of Service shall not
               be  credited  both under paragraph (a)  or  paragraph
               (b),  as  the  case may be, and under this  paragraph
               (c).   These hours shall 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.
            
            (d)      Hours   of   Service  shall  be  credited   for
               employment  with the Employer and with other  members
               of  an  affiliated service group [as defined in  Code
               Section  414(m)], a controlled group of  corporations
               [as  defined in Code Section 414(b)], or a  group  of
               trades or businesses under common control [as defined
               in   Code  Section  414(c)]  of  which  the  adopting
               Employer  is a member, and  any other entity required
               to  be aggregated with the Employer pursuant to  Code
               Section 414(o) and the regulations thereunder.  Hours
               of  Service shall also be credited for any individual
               considered  an  Employee for purposes  of  this  Plan
               under Code Section 414(n) or Code Section 414(o)  and
               the regulations thereunder.
            
            (e)     Solely  for  purposes of determining  whether  a
               Break  in Service, as defined in paragraph 1.10,  for
               participation and vesting purposes has occurred in  a
               computation period, an individual who is absent  from
               work for maternity or paternity reasons shall receive
               credit for the Hours of Service which would otherwise
               have  been credited to such individual but  for  such
               absence, or in any case in which such hours cannot be
               determined,  eight Hours of Service per day  of  such
               absence.  For purposes of this paragraph, an  absence
               from work for maternity or paternity reasons means an
               absence by reason of the pregnancy of the individual,
               by reason of a birth of a child of the individual, by
               reason   of  the  placement  of  a  child  with   the
               individual  in connection with the adoption  of  such
               child  by such individual, or for purposes of  caring
               for  such  child  for a period beginning  immediately
               following  such  birth  or placement.  The  Hours  of
               Service  credited  under  this  paragraph  shall   be
               credited  in  the  computation period  in  which  the
               absence  begins  if  the crediting  is  necessary  to
               prevent a Break in Service in that period, or in  all
               other cases, in the following computation period.  No
               more  than  501  hours  will be credited  under  this
               paragraph.
            
            (f)     Hours  of  Service  shall be determined  on  the
               basis   of   the  method  selected  in  the  Adoption
               Agreement.

1.43  Key  Employee  Any Employee or former Employee (and the beneficiaries
of  such employee) who at any time during the determination period  was  an
officer  of  the Employer if such individual's annual Compensation  exceeds
50%  of  the dollar limitation under Code Section 415(b)(1)(A) (the defined
benefit  maximum annual benefit), an owner (or considered  an  owner  under
Code  Section 318) of one of the ten largest interests in the  Employer  if
such  individual's Compensation exceeds 100% of the dollar limitation under
Code Section 415(c)(1)(A), a 5% owner of the Employer, or a 1% owner of the
Employer  who  has  an  annual Compensation of  more  than  $150,000.   For
purposes  of  determining who is a Key Employee, annual Compensation  shall
mean  Compensation as defined for Article X, but including amounts deferred
through a salary reduction agreement to a cash or deferred plan under  Code
Section  401(k),  a  Simplified Employee Pension Plan  under  Code  Section
408(k),  a cafeteria plan under Code Section 125 or a tax-deferred  annuity
under  Code  Section 403(b).  The determination period  is  the  Plan  Year
containing  the Determination Date and the four preceding Plan Years.   The
determination of who is a Key Employee will be made in accordance with Code
Section 416(i)(1) and the regulations thereunder.

1.44  Leased Employee  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.

1.45  Limitation Year  The calendar year or such other 12-consecutive month
period designated by the Employer in the Adoption Agreement for purposes of
determining  the maximum Annual Addition to a Participant's  account.   All
qualified  plans  maintained by the Employer must use the  same  Limitation
Year.   If  the  Limitation  Year is amended to a different  12-consecutive
month  period,  the  new Limitation Year must begin on a  date  within  the
Limitation Year in which the amendment is made.

1.46 Master Or Prototype Plan  A plan, the form of which is the subject  of
a favorable opinion letter from the Internal Revenue Service.

1.47  Matching Contribution  An Employer contribution made to this  or  any
other Defined Contribution Plan on behalf of a Participant on account of an
Employee Voluntary Contribution made by such Participant, or on account  of
a Participant's Elective Deferral, under a Plan maintained by the Employer.

1.48  Maximum Permissible Amount  The maximum Annual Addition that  may  be
contributed or allocated to a Participant's account under the Plan for  any
Limitation Year shall not exceed the lesser of:

            (a)    the Defined Contribution Dollar Limitation, or
            
            (b)     25%  of the Participant's Compensation for  the
               Limitation Year.
       

The  Compensation  limitation referred to in (b) shall  not  apply  to  any
contribution  for  medical benefits [within the  meaning  of  Code  Section
401(h)  or Code Section 419A(f)(2)] which is otherwise treated as an Annual
Addition  under Code Section 415(l)(1) or 419(d)(2).  If a short Limitation
Year  is created because of an amendment changing the Limitation Year to  a
different 12-consecutive month period, the Maximum Permissible Amount  will
not  exceed  the Defined Contribution Dollar Limitation multiplied  by  the
following fraction:  Number of months in the short Limitation Year  divided
by 12.

1.49  Net  Profit   The current and accumulated operating earnings  of  the
Employer  before Federal and State income taxes, excluding nonrecurring  or
unusual  items  of income, and before contributions to this and  any  other
qualified  plan  of  the Employer.  Alternatively,  the  Employer  may  fix
another definition in the Adoption Agreement.

1.50  Normal  Retirement Age  The age, set by the Employer in the  Adoption
Agreement,  at  which  a  Participant may retire and  receive  his  or  her
benefits under the Plan.

1.51  Owner-Employee  A sole proprietor, or a partner owning more than  10%
of either the capital or profits interest of the partnership.

1.52 Paired Plans  Two or more Plans maintained by the Sponsor designed  so
that  a single or any combination of Plans adopted by an Employer will meet
the antidiscrimination rules, the contribution and benefit limitations, and
the Top-Heavy provisions of the Code.

1.53 Participant  Any Employee who has met the eligibility requirements and
is participating in the Plan.

1.54  Participant's Benefit  The account balance as of the  last  Valuation
Date  in  the calendar year immediately preceding the Distribution Calendar
Year (valuation calendar year) increased by the amount of any contributions
or  forfeitures  allocated to the account balance as of the  dates  in  the
valuation  calendar  year  after  the  Valuation  Date  and  decreased   by
distributions made in the valuation calendar year after the Valuation Date.
A  special exception exists for the second distribution Calendar Year.  For
purposes of this paragraph, if any portion of the minimum distribution  for
the  First  Distribution Calendar Year is made in the second   Distribution
Calendar Year on or before the Required Beginning Date, the amount  of  the
minimum distribution made in the second distribution calendar year shall be
treated  as  if it had been made in the immediately preceding  Distribution
Calendar Year.

1.55 Permissive Aggregation Group  Used for Top-Heavy testing purposes,  it
is  the Required Aggregation Group of plans plus any other plan or plans of
the   Employer  which,  when  considered  as  a  group  with  the  Required
Aggregation  Group,  would  continue to satisfy the  requirements  of  Code
Sections 401(a)(4) and 410.

1.56  Plan   The Employer's retirement plan as embodied herein and  in  the
Adoption Agreement.

1.57 Plan Administrator  The Employer.

1.58  Plan Year  The 12-consecutive month period designated by the Employer
in the Adoption Agreement.

1.59        Present  Value   Used  for  Top-Heavy  test  and  determination
purposes,  when  determining the Present Value of  accrued  benefits,  with
respect  to  any Defined Benefit Plan maintained by the Employer,  interest
and  mortality rates shall be determined in accordance with the  provisions
of  the respective plan.  If applicable, interest and mortality assumptions
will be specified in Section 11 of the Adoption Agreement.

1.60  Projected Annual Benefit  Used to test the maximum benefit which  may
be  obtained  from  a combination of retirement plans,  it  is  the  annual
retirement  benefit  (adjusted  to an actuarial  equivalent  straight  life
annuity  if such benefit is expressed in a form other than a straight  life
annuity  or  Qualified Joint and Survivor Annuity) to which the Participant
would  be  entitled  under the terms of a Defined Benefit  Plan  or  plans,
assuming:

            (a)     the  Participant will continue employment until
               Normal  Retirement Age under the  plan  (or  current
               age, if later), and
            
            (b)     the  Participant's Compensation for the current
               Limitation Year and all other relevant factors  used
               to  determine  benefits under the Plan  will  remain
               constant for all future Limitation Years.
            

1.61  Qualified  Deferred  Compensation Plan  Any pension,  profit-sharing,
stock bonus, or other plan which meets the requirements of Code Section 401
and  includes  a  trust exempt from tax under Code Section  501(a)  or  any
annuity plan described in Code Section 403(a).

An  Eligible Retirement Plan is an individual retirement account  (IRA)  as
described in Code Section 408(a), an individual retirement annuity (IRA) as
described  in  Code  Section 408(b), an annuity plan as described  in  Code
Section  403(a), or a qualified trust as described in Code Section  401(a),
which accepts Eligible Rollover Distributions.  However, in the case of  an
Eligible   Rollover  Distribution  to  a  Surviving  Spouse,  an   Eligible
Retirement   Plan  is  an  individual  retirement  account  or   individual
retirement annuity.

1.62  Qualified  Domestic  Relations Order  A QDRO  is  a  signed  domestic
relations  order  issued  by  a state court which  creates,  recognizes  or
assigns  to  an alternate payee(s) the right to receive all or  part  of  a
Participant's Plan Benefit and which meets the requirements of Code Section
414(p).   An  alternate payee is a Spouse, former Spouse, child,  or  other
dependent who is treated as a beneficiary under the Plan as a result of the
QDRO.

1.63  Qualified  Early  Retirement Age   For  purposes  of  paragraph  8.9,
Qualified Early Retirement Age is the latest of:

            (a)     the earliest date, under the Plan, on which the
               Participant   may   elect  to   receive   retirement
               benefits, or
            
            (b)     the  first  day  of the 120th  month  beginning
               before  the  Participant reaches  Normal  Retirement
               Age, or
            
            (c)    the date the Participant begins participation.

1.64  Qualified  Joint And Survivor Annuity  An immediate annuity  for  the
life  of  the  Participant with a survivor annuity  for  the  life  of  the
Participant's  Spouse which is at least one-half of but not more  than  the
amount of the annuity payable during the joint lives of the Participant and
the  Participant's Spouse.  The exact amount of the Survivor Annuity is  to
be  specified by the Employer in the Adoption Agreement.  If not designated
by  the Employer, the Survivor Annuity will be one-half of the amount  paid
to  the  Participant during his or her lifetime.  The Qualified  Joint  and
Survivor Annuity will be the amount of benefit which can be provided by the
Participant's Vested Account Balance.

1.65  Qualified  Matching Contribution  Matching Contributions  which  when
made  are  subject  to the distribution and nonforfeitability  requirements
under Code Section 401(k).

1.66   Qualified  Non-Elective  Contributions   Contributions  (other  than
Matching  Contributions or Qualified Matching Contributions)  made  by  the
Employer and allocated to Participants' accounts that the Participants  may
not  elect  to  receive in cash until distributed from the Plan;  that  are
nonforfeitable  when made; and that are distributable  only  in  accordance
with  the distribution provisions that are applicable to Elective Deferrals
and Qualified Matching Contributions.

1.67  Qualified Voluntary Contribution  A tax-deductible Voluntary Employee
contribution.  These contributions may no longer be made to the Plan.

1.68  Required Aggregation Group  Used for Top-Heavy testing  purposes,  it
consists of:

            (a)     each qualified plan of the Employer in which at
               least  one Key Employee participates or participated
               at   any   time  during  the  determination   period
               (regardless of whether the plan has terminated), and
            
            (b)     any  other qualified plan of the Employer which
               enables  a  plan  described  in  (a)  to  meet   the
               requirements of Code Sections 401(a)(4) or 410.

1.69  Required Beginning Date  The date on which a Participant is  required
to  take  his or her first minimum distribution under the Plan.  The  rules
are set forth at paragraph 7.5.

1.70  Rollover  Contribution  A contribution made by a  Participant  of  an
amount  distributed  to  such Participant from another  Qualified  Deferred
Compensation Plan in accordance with Code Sections 402(a)(5), (6), and (7).

An Eligible Rollover Distribution is any distribution of all or any portion
of  the  balance to the credit of the Participant except that  an  Eligible
Rollover Distribution does not include:

          (a)   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 Participant or the joint
          lives  (or  joint life expectancies) of the Participant  and  the
          Participant's  Designated Beneficiary, or for a specified  period
          of ten years or more;

          (b)  any distribution to the extent such distribution is required
          under Code Section 401(a)(9); and

          (c)   the  portion of any distribution that is not includible  in
          gross income (determined without regard to the exclusion for  net
          unrealized appreciation with respect to Employer securities).

A  Direct Rollover is a payment by the Plan to the Eligible Retirement Plan
specified by the Participant.

1.71  Salary  Savings Agreement  An agreement between the  Employer  and  a
participating  Employee  where  the Employee  authorizes  the  Employer  to
withhold  a specified percentage of his or her Compensation for deposit  to
the Plan on behalf of such Employee.

1.72 Self-Employed Individual  An individual who has Earned Income for  the
taxable  year from the trade or business for which the Plan is  established
including an individual who would have had Earned Income but for  the  fact
that the trade or business had no Net Profit for the taxable year.

1.73  Service  The period of current or prior employment with the Employer.
If  the  Employer maintains a plan of a predecessor employer,  Service  for
such predecessor shall be treated as Service for the Employer.

1.74  Shareholder  Employee   An  Employee  or  officer  who  owns  [or  is
considered as owning within the meaning of Code Section 318(a)(1)], on  any
day  during  the  taxable  year of an electing small  business  corporation
(S Corporation), more than 5% of such corporation's outstanding stock.

1.75  Simplified  Employee Pension Plan  An individual  retirement  account
which  meets  the  requirements of Code Section 408(k), and  to  which  the
Employer  makes contributions pursuant to a written formula.   These  plans
are considered for contribution limitation and Top-Heavy testing purposes.

1.76 Sponsor Comerica Bank.

1.77  Spouse  (Surviving  Spouse)  The Spouse or Surviving  Spouse  of  the
Participant, provided that a former Spouse will be treated as the Spouse or
Surviving Spouse and a current Spouse will not be treated as the Spouse  or
Surviving  Spouse  to  the  extent  provided  under  a  Qualified  Domestic
Relations Order as described in Code Section 414(p).

1.78  Super Top-Heavy Plan  A Plan described at paragraph 1.81 under  which
the Top-Heavy Ratio [as defined at paragraph 1.82] exceeds 90%.

1.79  Taxable Wage Base  For plans with an allocation formula  which  takes
into  account  the  Employer's  contribution under  the  Federal  Insurance
Contributions  Act  (FICA), the maximum amount of  earnings  which  may  be
considered  wages  for such Plan Year under the Social Security  Act  [Code
Section  3121(a)(1)], or the amount elected by the Employer in the Adoption
Agreement.

1.80  Top-Heavy  Determination Date  For any Plan Year  subsequent  to  the
first  Plan Year, the last day of the preceding Plan Year.  For  the  first
Plan Year of the Plan, the last day of that year.

1.81 Top-Heavy Plan  For any Plan Year beginning after 1983, the Employer's
Plan is Top-Heavy if any of the following conditions exist:

          (a)   If the Top-Heavy Ratio for the Employer's Plan exceeds  60%
          and  this  Plan is not part of any required Aggregation Group  or
          Permissive Aggregation Group of Plans.

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

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

1.82 Top-Heavy Ratio

            (a)     If  the  Employer maintains one or more  Defined
               Contribution plans (including any Simplified Employee
               Pension Plan) and the Employer has not maintained any
               Defined  Benefit  Plan  which during  the  five  year
               period ending on the Determination Date(s) has or has
               had  accrued benefits, the Top-Heavy Ratio  for  this
               Plan   alone,  or  for  the  Required  or  Permissive
               Aggregation Group as appropriate, is a fraction,
            
                 (1)     the numerator of which is the sum  of
                    the  account balances of all Key Employees
                    as of the Determination Date(s) [including
                    any    part   of   any   account   balance
                    distributed in the five year period ending
                    on the Determination Date(s)], and
                 
                 (2)     the  denominator of which is the  sum
                    of  all  account  balances [including  any
                    part of any account balance distributed in
                    the   five  year  period  ending  on   the
                    Determination Date(s)], both  computed  in
                    accordance with Code Section 416  and  the
                    regulations thereunder.
            
              Both  the  numerator and denominator of the  Top-Heavy
               Ratio  are increased to reflect any contribution  not
               actually made as of the Determination Date, but which
               is  required  to be taken into account on  that  date
               under   Code   Section   416  and   the   regulations
               thereunder.
            
            (b)     If  the  Employer maintains one or more  Defined
               Contribution Plans (including any Simplified Employee
               Pension  Plan)  and  the Employer  maintains  or  has
               maintained  one or more Defined Benefit  Plans  which
               during   the   five  year  period   ending   on   the
               Determination  Date(s) has or  has  had  any  accrued
               benefits,  the  Top-Heavy Ratio for any  Required  or
               Permissive  Aggregation Group  as  appropriate  is  a
               fraction,  the  numerator of  which  is  the  sum  of
               account   balances   under  the  aggregated   Defined
               Contribution  Plan  or Plans for all  Key  Employees,
               determined  in  accordance with (a)  above,  and  the
               Present   Value   of  accrued  benefits   under   the
               aggregated Defined Benefit Plan or Plans for all  Key
               Employees  as of the Determination Date(s),  and  the
               denominator  of  which  is the  sum  of  the  account
               balances  under  the aggregated Defined  Contribution
               Plan  or  Plans  for all Participants, determined  in
               accordance with (a) above, and the Present  Value  of
               accrued  benefits under the Defined Benefit  Plan  or
               Plans  for  all  Participants as of the Determination
               Date(s),  all  determined  in  accordance  with  Code
               Section  416  and  the regulations  thereunder.   The
               accrued benefits under a Defined Benefit Plan in both
               the  numerator and denominator of the Top-Heavy Ratio
               are  increased  for any distribution  of  an  accrued
               benefit  made in the five year period ending  on  the
               Determination Date.
            
            (c)     For purposes of (a) and (b) above, the value  of
               account  balances  and the Present Value  of  accrued
               benefits  will  be determined as of the  most  recent
               Valuation  Date that falls within or  ends  with  the
               12-month  period  ending on the  Determination  Date,
               except  as  provided  in Code  Section  416  and  the
               regulations thereunder for the first and second  plan
               years   of  a  Defined  Benefit  Plan.   The  account
               balances  and  accrued benefits of a participant  (1)
               who  is not a Key Employee but who was a Key Employee
               in  a  prior  year, or (2) who has not been  credited
               with  at  least one hour of Service with any Employer
               maintaining the Plan at any time during the five year
               period  ending  on the Determination  Date,  will  be
               disregarded.  The calculation of the Top-Heavy Ratio,
               and the extent to which distributions, rollovers, and
               transfers  are  taken into account will  be  made  in
               accordance  with Code Section 416 and the regulations
               thereunder.      Qualified     Voluntary     Employee
               Contributions   will not be taken  into  account  for
               purposes  of  computing  the Top-Heavy  Ratio.   When
               aggregating  plans the value of account balances  and
               accrued benefits will be calculated with reference to
               the  Determination Dates that fall  within  the  same
               calendar year.  The accrued  benefit of a Participant
               other  than a Key Employee shall be determined  under
               (1)  the  method, if any, that uniformly applies  for
               accrual  purposes  under all  Defined  Benefit  Plans
               maintained  by the Employer, or (2) if  there  is  no
               such  method,  as  if such benefit accrued  not  more
               rapidly than the slowest accrual rate permitted under
               the fractional rule of Code Section 411(b)(1)(C).

1.83  Top-Paid Group  The group consisting of the top 20% of Employees when
ranked on the basis of Compensation paid during such year.  For purposes of
determining the number of Employees in the group (but not who  is  in  it),
the following Employees shall be excluded:

            (a)     Employees who have not completed six months  of
               Service.
            
            (b)     Employees  who normally work less  than  17-1/2
               hours per week.
            
            (c)     Employees  who normally do not work  more  than
               six months during any year.
            
            (d)    Employees who have not attained age 21.
            
            (e)     Employees  included in a collective  bargaining
               unit,  covered  by  an  agreement  between  Employee
               representatives  and the Employer, where  retirement
               benefits  were the subject of good faith  bargaining
               and  provided  that  90% or more of  the  Employer's
               Employees are covered by the agreement.
            
            (f)     Employees  who are nonresident aliens  and  who
               receive  no  Earned Income which constitutes  income
               from sources within the United States.

1.84  Transfer  Contribution   A non-taxable transfer  of  a  Participant's
benefit directly from a Qualified Deferred Compensation Plan to this Plan.

1.85 Trustee  The individual(s) or institution appointed by the Employer to
invest the Fund.

1.86  Valuation Date  The last day of the Plan Year or such other  date  as
agreed  to  by the Employer and the Trustee/Custodian on which  Participant
accounts  are revalued in accordance with Article V hereof.  For  Top-Heavy
purposes, the date selected by the Employer as of which the Top-Heavy Ratio
is calculated.

1.87  Vested  Account  Balance  The aggregate value  of  the  Participant's
Vested  Account  Balances derived from Employer and Employee  contributions
(including  Rollovers), whether vested before or upon death, including  the
proceeds  of insurance contracts, if any, on the Participant's  life.   The
provisions  of Article VIII shall apply to a Participant who is  vested  in
amounts attributable to Employer contributions, Employee contributions  (or
both) at the time of death or distribution.

1.88  Voluntary Contribution  An Employee contribution made to the Plan  by
or  on  behalf of a Participant that is included in the Participant's gross
income  in  the year in which made and that is maintained under a  separate
account to which earnings and losses are allocated.

1.89 Welfare Benefit Fund  Any fund that is part of a plan of the Employer,
or  has  the effect of a plan, through which the Employer provides  Welfare
Benefits to Employees or their beneficiaries.  For these purposes,  Welfare
Benefits  means  any benefit other than those with respect  to  which  Code
Section  83(h)  (relating to transfers of property in connection  with  the
performance  of  services), Code Section 404 (relating  to  deductions  for
contributions  to an Employee's trust or annuity and Compensation  under  a
deferred  payment  plan), Code Section 404A (relating  to  certain  foreign
deferred compensation plans) apply.  A "Fund" is any social club, voluntary
employee  benefit association, supplemental unemployment benefit  trust  or
qualified  group  legal  service organization  described  in  Code  Section
501(c)(7), (9), (17) or (20); any trust, corporation, or other organization
not  exempt from income tax, or to the extent provided in regulations,  any
account held for an Employer by any person.

1.90  Year  Of  Service   A  12-consecutive month period  during  which  an
Employee  is  credited with not less than 1,000 (or such lesser  number  as
specified by the Employer in the Adoption Agreement) Hours of Service.

                                ARTICLE II

                         ELIGIBILITY REQUIREMENTS

2.1  Participation   Employees who meet the eligibility requirements in the
Adoption  Agreement  on  the  Effective  Date  of  the  Plan  shall  become
Participants  as of the Effective Date of the Plan.  If so elected  in  the
Adoption  Agreement, all Employees employed on the Effective  Date  of  the
Plan  may participate, even if they have not satisfied the Plan's specified
eligibility requirements.  Other Employees shall become Participants on the
Entry Date coinciding with or immediately following the date on which  they
meet   the  eligibility  requirements.   The  Employee  must  satisfy   the
eligibility  requirements  specified  in  the  Adoption  Agreement  and  be
employed  on  the Entry Date to become a Participant in the Plan.   In  the
event  an  Employee who is not a member of the eligible class of  Employees
becomes  a  member  of the eligible class, such Employee shall  participate
immediately  if  such Employee has satisfied the minimum  age  and  service
requirements and would have previously become a Participant had he  or  she
been  in  the  eligible class.  A former Participant shall again  become  a
Participant  upon returning to the employ of the Employer as  of  the  next
Entry Date or if earlier, the next Valuation Date.

2.2   Change  In  Classification Of Employment  In the event a  Participant
becomes  ineligible to participate because he or she is no longer a  member
of an eligible class of Employees, such Employee shall participate upon his
or her return to an eligible class of Employees.

2.3   Computation  Period   To determine Years of  Service  and  Breaks  in
Service for purposes of eligibility, the 12-consecutive month period  shall
commence on the date on which an Employee first performs an Hour of Service
for  the  Employer and each anniversary thereof, such that  the  succeeding
12-consecutive month period commences with the Employee's first anniversary
of employment and so on.

2.4   Employment Rights  Participation in the Plan shall not confer upon  a
Participant  any  employment  rights,  nor  shall  it  interfere  with  the
Employer's right to terminate the employment of any Employee at any time.

2.5   Service  With  Controlled Groups  All Years  of  Service  with  other
members  of a controlled group of corporations [as defined in Code  Section
414(b)],  trades  or businesses under common control [as  defined  in  Code
Section  414(c)], or members of an affiliated service group [as defined  in
Code  Section  414(m)]  shall be credited for purposes  of  determining  an
Employee's eligibility to participate.

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

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

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

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

            (a)     own  the  entire interest in an  unincorporated
               trade or business, or
            
            (b)     in the case of a partnership, own more than 50%
               of  either  the  capital  interest  or  the  profits
               interest in the partnership.

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

2.7   Leased Employees  Any leased Employee shall be treated as an Employee
of  the recipient Employer; however, contributions or benefits provided  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  such  Employee is covered by a money purchase  pension  plan
providing:

            (a)     a  non-integrated Employer contribution rate of
               at  least 10% of Compensation, [as defined  in  Code
               Section  415(c)(3) but including amounts contributed
               by  the  Employer  pursuant to  a  salary  reduction
               agreement,  which are excludable from the Employee's
               gross income under a cafeteria plan covered by  Code
               Section 125, a cash or deferred profit-sharing  plan
               under  Code  Section  401(k), a Simplified  Employee
               Pension Plan under Code Section 402(h)(1)(B ) and  a
               tax-sheltered annuity under Code Section 403(b)],
            
            (b)    immediate participation, and
            
            (c)    full and immediate vesting.

This exclusion is only available if Leased Employees do not constitute more
than  twenty  percent (20%) of the recipient's non-highly compensated  work
force.

2.8   Thrift  Plans   If  the Employer makes an election  in  the  Adoption
Agreement  to require Voluntary Contributions to participate in this  Plan,
the  Employer shall notify each eligible Employee in writing of his or  her
eligibility  for  participation at least 30 days prior to  the  appropriate
Entry  Date.  The Employee shall indicate his or her intention to join  the
Plan  by  authorizing the Employer to withhold a percentage of his  or  her
Compensation as provided in the Plan.  Such authorization shall be returned
to  the Employer at least ten days prior to the Employee's Entry Date.  The
Employee may decline participation by so indicating on the enrollment  form
or  by  failure to return the enrollment form to the Employer prior to  the
Employee's  Entry  Date.   If the Employee declines  to  participate,  such
Employee shall be given the opportunity to join the Plan on the next  Entry
Date.   The  taking  of  a  Hardship withdrawal  under  the  provisions  of
paragraph  6.9  will  impact  the  Participant's  ability  to  make   these
contributions.

                               ARTICLE III

                          EMPLOYER CONTRIBUTIONS


3.1   Amount   The Employer intends to make periodic contributions  to  the
Plan  in  accordance with the formula or formulas selected in the  Adoption
Agreement. However, the Employer's contribution for any Plan Year shall  be
subject to the limitations on allocations contained in Article X.

3.2   Expenses And Fees  The Employer shall also be authorized to reimburse
the  Fund for all expenses and fees incurred in the administration  of  the
Plan  or  Trust/Custodial Account and paid out of the assets of  the  Fund.
Such  expenses  shall  include, but shall  not  be  limited  to,  fees  for
professional services, printing and postage.  Brokerage commissions may not
be reimbursed.

3.3   Responsibility  For Contributions  Neither the Trustee/Custodian  nor
the  Sponsor  shall  be required to determine if the Employer  has  made  a
contribution  or  if  the  amount contributed is  in  accordance  with  the
Adoption   Agreement   or  the  Code.   The  Employer   shall   have   sole
responsibility in this regard.  The Trustee/Custodian shall be  accountable
solely  for  contributions actually received by it, within  the  limits  of
Article XI.

3.4   Return  Of  Contributions  Contributions made  to  the  Fund  by  the
Employer shall be irrevocable except as provided below:

            (a)       Any    contribution    forwarded    to    the
               Trustee/Custodian  because of  a  mistake  of  fact,
               provided  that the contribution is returned  to  the
               Employer within one year of the contribution.
            
            (b)     In  the event that the Commissioner of Internal
               Revenue  determines that the Plan is  not  initially
               qualified  under  the  Internal  Revenue  Code,  any
               contribution   made   incident   to   that   initial
               qualification  by the Employer must be  returned  to
               the  Employer  within one year after  the  date  the
               initial  qualification is denied, but  only  if  the
               application  for the qualification is  made  by  the
               time  prescribed  by law for filing  the  Employer's
               return  for  the taxable year in which the  Plan  is
               adopted, or such later date as the Secretary of  the
               Treasury may prescribe.
            
            (c)         Contributions     forwarded     to      the
               Trustee/Custodian are presumed to be deductible  and
               are     conditioned    on    their    deductibility.
               Contributions  which  are  determined  to   not   be
               deductible will be returned to the Employer.
            
                           ARTICLE IV
            
                            EMPLOYEE CONTRIBUTIONS
            

4.1   Voluntary Contributions  An Employee may make Voluntary Contributions
to  the  Plan established hereunder if so authorized by the Employer  in  a
uniform  and nondiscriminatory manner.  Such contributions are  subject  to
the  limitations  on Annual Additions and are subject to antidiscrimination
testing.

4.2   Qualified Voluntary Contributions  A Participant may no  longer  make
Qualified Voluntary Contributions to the Plan.  Amounts already contributed
may  remain  in the Trust Fund/Custodial Account until distributed  to  the
Participant.   Such amounts will be maintained in a separate account  which
will  be nonforfeitable at all times.  The account will share in the  gains
and losses of the Trust in the same manner as described at paragraph 5.4 of
the Plan.  No part of the Qualified Voluntary Contribution account will  be
used  to  purchase  life  insurance.  Subject to Article  VIII,  Joint  and
Survivor Annuity Requirements (if applicable), the Participant may withdraw
any  part  of  the  Qualified Voluntary Contribution account  by  making  a
written application to the Plan Administrator.

4.3   Rollover  Contribution   Unless provided otherwise  in  the  Adoption
Agreement,  a Participant may make a Rollover Contribution to  any  Defined
Contribution  Plan established hereunder of all or any part  of  an  amount
distributed  or  distributable  to him or her  from  a  Qualified  Deferred
Compensation Plan provided:

          (a)   the  amount  distributed to  the  Participant  is
          deposited  to  the Plan no later than the sixtieth  day
          after   such   distribution   was   received   by   the
          Participant,

          (b)    the  amount  distributed  is  not  one  of  a  series   of
          substantially equal periodic payments made for the life (or  life
          expectancy) of the Participant or the joint lives (or joint  life
          expectancies) of the Participant and the Participant's Designated
          Beneficiary, or for a specified period of ten years or more;

          (c)   the  amount distributed is not required under Code  Section
          401(a)(9);

          (d)  if the amount distributed included property such property is
          rolled  over,  or  if sold the proceeds of such property  may  be
          rolled over; and

          (e)   the  amount distributed is not includible in  gross  income
          (determined  without regard to the exclusion for  net  unrealized
          appreciation with respect to Employer securities).

In  addition, if the Adoption Agreement allows Rollover Contributions,  the
Plan  will  also accept any Eligible Rollover Distribution (as  defined  at
paragraph 1.55) directly to the Plan.

Rollover  Contributions, which relate to distributions prior to January  1,
1993,  must  be  made  in accordance with paragraphs (a)  through  (e)  and
additionally meet the requirements of paragraph (f):

          (f)   The  distribution  from  the  Qualified  Deferred
          Compensation Plan constituted the Participant's  entire
          interest  in such Plan and was distributed  within  one
          taxable year to the Participant:

                     (1)   on  account  of  separation  from
               Service,  a Plan termination, or in the  case
               of  a  profit-sharing or stock bonus plan,  a
               complete   discontinuance  of   contributions
               under  such Plan within the meaning  of  Code
               Section 402(a)(6)(A), or

                     (2)  in one or more distributions which
               constitute  a qualified lump sum distribution
               within    the   meaning   of   Code   Section
               402(e)(4)(A), determined without reference to
               subparagraphs (B) and (H).

Such   Rollover  Contribution  may  also  be  made  through  an  individual
retirement account qualified under Code Section 408 where the IRA was  used
as  a  conduit from the Qualified Deferred Compensation Plan, the  Rollover
Contribution is made in accordance with the rules provided under  paragraph
(a)  through (e) and the Rollover Contribution does not include any regular
IRA contributions, or earnings thereon, which the Participant may have made
to the IRA.  Rollover Contributions, which relate to distributions prior to
January  1,  1993, may be made through an IRA in accordance with paragraphs
(a)  through  (f) and additional requirements as provided in  the  previous
sentence.   The  Trustee/Custodian  shall  not  be  held  responsible   for
determining  the  tax-free status of any Rollover Contribution  made  under
this Plan.

4.4   Transfer  Contribution   Unless provided otherwise  in  the  Adoption
Agreement  a  Participant may, subject to the provisions of paragraph  4.5,
also arrange for the direct transfer of his or her benefit from a Qualified
Deferred Compensation Plan to this Plan.  For accounting and record keeping
purposes,  Transfer Contributions shall be treated in the  same  manner  as
Rollover Contributions.

4.5   Employer Approval Of Transfer Contributions  The Employer maintaining
a  safe-harbor  profit-sharing plan in accordance with  the  provisions  of
paragraph  8.7,  acting  in a nondiscriminatory manner,  may  in  its  sole
discretion  refuse  to allow Transfer Contributions to  its  profit-sharing
plan,  if  such contributions are directly or indirectly being  transferred
from  a  defined benefit plan, a money purchase pension plan  (including  a
target  benefit  plan), a stock bonus plan, or another profit-sharing  plan
which  would  otherwise provide for a life annuity form of payment  to  the
Participant.

4.6   Elective  Deferrals  A Participant may enter into  a  Salary  Savings
Agreement with the Employer authorizing the Employer to withhold a  portion
of  such Participant's Compensation not to exceed $7,000 per calendar  year
as  adjusted  under  Code Section 415(d) or, if lesser, the  percentage  of
Compensation specified in the Adoption Agreement and to deposit such amount
to  the Plan.  No Participant shall be permitted to have Elective Deferrals
made  under  this  Plan  or  any other qualified  plan  maintained  by  the
Employer,  during  any  taxable year, in excess of  the  dollar  limitation
contained in Code Section 402(g) in effect at the beginning of such taxable
year.   Thus,  the $7,000 limit may be reduced if a Participant contributes
pre-tax  contributions to qualified plans of this or other Employers.   Any
such  contribution  shall  be  credited to the  Employee's  Salary  Savings
Account.    Unless  otherwise  specified  in  the  Adoption  Agreement,   a
Participant  may  amend  his or her Salary Savings Agreement  to  increase,
decrease  or  terminate the percentage upon 30 days written notice  to  the
Employer.   If  a  Participant  terminates  his  or  her  agreement,   such
Participant  shall  not be permitted to put a new Salary Savings  Agreement
into  effect  until  the  first pay period in the next  Plan  Year,  unless
otherwise stated in the Adoption Agreement.  The Employer may also amend or
terminate  said  agreement  on written notice to  the  Participant.   If  a
Participant has not authorized the Employer to withhold at the maximum rate
and  desires  to  increase  the  total  withheld  for  a  Plan  Year,  such
Participant  may authorize the Employer upon 30 days notice to  withhold  a
supplemental amount up to 100% of his or her Compensation for one  or  more
pay  periods.   In no event may the sum of the amounts withheld  under  the
Salary Savings Agreement plus the supplemental withholding exceed 25% of  a
Participant's  Compensation  for  a  Plan  Year.   The  Employer  may  also
recharacterize as after-tax Voluntary Contributions all or any  portion  of
amounts  previously withheld under any Salary Savings Agreement within  the
Plan  Year  as provided for at paragraph 10.9.  This may be done to  insure
that  the  Plan will meet one of the antidiscrimination tests   under  Code
Section 401(k).  Elective Deferrals shall be deposited in the Trust  within
30 days after being withheld from the Participant's pay.

4.7   Required  Voluntary  Contributions  If the Employer  makes  a  thrift
election  in  the  Adoption Agreement, each eligible Participant  shall  be
required to make Voluntary Contributions to the Plan for credit to  his  or
her  account  as  provided   in  the Adoption  Agreement.   Such  Voluntary
Contributions shall be withheld from the Employee's Compensation and  shall
be  transmitted by the Employer to the Trustee/Custodian as agreed  between
the   Employer  and  Trustee/Custodian.   A  Participant  may   discontinue
participation or change his or her Voluntary Contribution percentage by  so
advising  the  Employer at least ten days prior to the date on  which  such
discontinuance or change is to be effective.  If a Participant discontinues
his  or  her  Voluntary  Contributions,  such  Participant  may  not  again
authorize Voluntary Contributions for a period of one year from the date of
discontinuance.  A Participant may voluntarily change his or her  Voluntary
Contribution  percentage once during any Plan Year and may  also  agree  to
have  a  reduction in his or her contribution, if required to  satisfy  the
requirements of the ACP test.

4.8  Direct Rollover of Benefits  Notwithstanding any provision of the Plan
to  the contrary that would otherwise limit a Participant's election  under
this  paragraph,  for distributions made on or after  January  1,  1993,  a
Participant may elect, at the time and in the manner prescribed by the Plan
Administrator,  to  have any portion of an Eligible  Rollover  Distribution
paid  directly to an Eligible Retirement Plan specified by the  Participant
in  a  Direct  Rollover.  Any portion of a distribution which is  not  paid
directly  to  an  Eligible  Retirement Plan shall  be  distributed  to  the
Participant.   For  purposes of this paragraph, a  Surviving  Spouse  or  a
Spouse  or  former  Spouse  who is an alternate  payee  under  a  Qualified
Domestic  Relations  Order  as  defined in Code  Section  414(p),  will  be
permitted to elect to have any Eligible Rollover Distribution paid directly
to  an  individual  retirement account (IRA) or  an  individual  retirement
annuity (IRA).

The plan provisions otherwise applicable to distributions continue to apply
to Rollover and Transfer Contributions.


                                 ARTICLE V

                           PARTICIPANT ACCOUNTS

5.1  Separate Accounts  The Employer shall establish a separate bookkeeping
account for each Participant showing the total value of his or her interest
in the Fund.  Each Participant's account shall be separated for bookkeeping
purposes into the following sub-accounts:

            (a)    Employer contributions.
            
              (1)  Matching Contributions.
            
              (2)  Qualified Matching Contributions.
            
              (3)  Qualified Non-Elective Contributions.
            
              (4)  Discretionary Contributions.
            
              (5)  Elective Deferrals.
            
            (b)     Voluntary Contributions (and additional amounts
               including required contributions and, if applicable,
               either  repayments of loans previously defaulted  on
               and treated as "deemed distributions" on which a tax
               report has been issued, and amounts paid out upon  a
               separation from Service which have been included  in
               income and which are repaid after being re-hired  by
               the Employer).
            
            (c)     Qualified Voluntary Contributions (if the  Plan
               previously accepted these).
            
            (d)
               Rollover Contributions and Transfer Contributions.

5.2   Adjustments To Participant Accounts  As of each Valuation Date of the
Plan, the Employer shall add to each account:

            (a)      the  Participant's  share  of  the  Employer's
               contribution  and forfeitures as determined  in  the
               Adoption Agreement,
            
            (b)     any Elective Deferrals, Voluntary, Rollover  or
               Transfer Contributions made by the Participant,
            
            (c)     any repayment of amounts previously paid out to
               a  Participant  upon a separation from  Service  and
               repaid  by  the Participant since the last Valuation
               Date, and
            
            (d)     the  Participant's proportionate share  of  any
               investment earnings and increase in the fair  market
               value of the Fund since the last Valuation Date,  as
               determined at paragraph 5.4.

The Employer shall deduct from each account:
            
            (e)     any  withdrawals  or  payments  made  from  the
               Participant's account since the last Valuation Date,
               and
            
            (f)     the  Participant's proportionate share  of  any
               decrease in the fair market value of the Fund  since
               the  last Valuation Date, as determined at paragraph
               5.4.
       
5.3   Allocating Employer Contributions  The Employer's contribution  shall
be  allocated  to  Participants in accordance with the  allocation  formula
selected  by  the  Employer  in the Adoption  Agreement,  and  the  minimum
contribution  and  allocation requirements for Top-Heavy Plans.   Beginning
with  the 1990 Plan Year and thereafter, for plans on Standardized Adoption
Agreement  001, Participants who are credited with more than 500  Hours  of
Service  or  are employed on the last day of the Plan Year must  receive  a
full  allocation  of  Employer contributions.  In Nonstandardized  Adoption
Agreement 002, Employer contributions shall be allocated to the accounts of
Participants  employed by the Employer on the last day  of  the  Plan  Year
unless indicated otherwise in the Adoption Agreement.  In the case of a non-
Top-Heavy,  Nonstandardized Plan, Participants must also have  completed  a
Year of Service unless otherwise specified in the Adoption Agreement.   For
Nonstandardized  Adoption Agreement 002, the Employer may  only  apply  the
last  day  of  the Plan Year and Year of Service requirements if  the  Plan
satisfies the requirements of Code Sections 401(a)(26) and 410(b)  and  the
regulations thereunder including the exception for 401(k) plans.  If,  when
applying  the last day and Year of Service requirements, the Plan fails  to
satisfy  the aforementioned requirements, additional Participants  will  be
eligible  to  receive  an  allocation of Employer contributions  until  the
requirements are satisfied.  Participants who are credited with a  Year  of
Service,  but  not  employed at Plan Year end, are the  first  category  of
additional  Participants  eligible  to  receive  an  allocation.   If   the
requirements are still not satisfied, Participants credited with more  than
500 Hours of Service and employed at Plan Year end are the next category of
Participants  eligible to receive an allocation.  Finally, if necessary  to
satisfy the said requirements, any Participant credited with more than  500
Hours   of   Service  will  be  eligible  for  an  allocation  of  Employer
Contributions.  The Service requirement is not applicable with  respect  to
any Plan Year during which the Employer's Plan is Top-Heavy.

5.4   Allocating Investment Earnings And Losses  A Participant's  share  of
investment  earnings and any increase or decrease in the fair market  value
of  the  Fund  shall  be based on the proportionate  value  of  all  active
accounts  (other than accounts with segregated investments) as of the  last
Valuation  Date  minus withdrawals, minus fees, plus/minus  transfers,  and
plus  the  average  balance, as defined by the Plan Administrator,  of  the
current  period's  contributions  and loan  payments  except  for  Employer
contributions made on an annual basis after the end of the Plan Year  since
the  last Valuation Date.  Account balances not yet forfeited shall receive
an   allocation  of  earnings  and/or  losses.   Accounts  with  segregated
investments  shall  receive  only the income or  loss  on  such  segregated
investments.

Alternatively,  at the Plan Administrator's option, all financial  activity
will  be credited with an allocation of the actual investment earnings  and
gains  and  losses  from the actual date of deposit of each  such  activity
until  the  end of the period.  Accounts with segregated investments  shall
receive  only  the  income or loss on such segregated investments.   In  no
event  shall the selection of a method allocating gains and losses be  used
to discriminate in favor of the Highly Compensated Employees.

5.5   Participant  Statements  Upon completing  the  allocations  described
above for the Valuation Date coinciding with the end of the Plan Year,  the
Employer  shall  prepare  a  statement for  each  Participant  showing  the
additions  to and subtractions from his or her account since the last  such
statement and the fair market value of his or her account as of the current
Valuation  Date.  Employers so choosing may prepare Participant  statements
for each Valuation Date.
                                ARTICLE VI

                  RETIREMENT BENEFITS AND DISTRIBUTIONS


6.1  Normal Retirement Benefits  A Participant shall be entitled to receive
the  balance  held  in his or her account from Employer contributions  upon
attaining  Normal Retirement Age or at such earlier dates as the provisions
of  this  Article  VI  may allow.  If the Participant  elects  to  continue
working  past his or her Normal Retirement Age, he or she will continue  as
an  active  Plan  Participant and no distribution shall  be  made  to  such
Participant  until  his or her actual retirement date unless  the  employer
elects  otherwise in the Adoption Agreement, or a minimum  distribution  is
required  by  law.   Settlement shall be made in the  normal  form,  or  if
elected, in one of the optional forms of payment provided below.

6.2  Early Retirement Benefits  If the Employer so provides in the Adoption
Agreement, an early retirement benefit will be available to individuals who
meet  the age and Service requirements.  An individual who meets the  Early
Retirement  Age requirements and separates from Service, will become  fully
vested, regardless of any vesting schedule which otherwise might apply.  If
a   Participant   separates  from  Service  before   satisfying   the   age
requirements,  but  after  having satisfied the  Service  requirement,  the
Participant  will  be  entitled to elect an Early Retirement  benefit  upon
satisfaction of the age requirement.

6.3  Benefits On Termination Of Employment

            (a)     If a Participant terminates employment prior to
               Normal  Retirement  Age, such Participant  shall  be
               entitled to receive the vested balance held  in  his
               or  her account payable at Normal Retirement Age  in
               the  normal  form,  or if elected,  in  one  of  the
               optional  forms of payment provided  hereunder.   If
               applicable, the Early Retirement Benefit  provisions
               may   be  elected.   Notwithstanding  the  preceding
               sentence,  a former Participant may, if  allowed  in
               the  Adoption  Agreement, make  application  to  the
               Employer  requesting early payment of  any  deferred
               vested and nonforfeitable benefit due.
            
            (b)     If a Participant terminates employment, and the
               value  of that Participant's vested account  balance
               derived from Employer and Employee contributions  is
               not   greater  than  $3,500,  the  Participant  will
               receive a lump sum distribution of the value of  the
               entire  vested portion of such account  balance  and
               the   non-vested  portion  will  be  treated  as   a
               forfeiture.   For purposes of this Article,  if  the
               value  of a Participant's Vested Account Balance  is
               zero,  the  Participant  shall  be  deemed  to  have
               received  a  distribution  of  such  Vested  Account
               Balance.  For Plan Years beginning prior to 1989,  a
               Participant's  Vested  Account  Balance  shall   not
               include     Qualified    Voluntary    Contributions.
               Notwithstanding the above, if the Employer maintains
               or  has maintained a policy of not distributing  any
               amounts  until  the Participant's Normal  Retirement
               Age,  the  Employer can continue to uniformly  apply
               such policy.
            
            (c)     If  a Participant terminates employment with  a
               vested  account  balance derived from  Employer  and
               Employee  contributions in  excess  of  $3,500,  and
               elects  (with  his  or  her  Spouse's  consent,   if
               required) to receive 100% of the value of his or her
               Vested Account Balance in a lump sum, the non-vested
               portion  will  be  treated  as  a  forfeiture.   The
               Participant  (and  his or her Spouse,  if  required)
               must  consent to any distribution, when  the  Vested
               Account Balance described above exceeds $3,500 or if
               at  the  time of any prior distribution it  exceeded
               $3,500.   For purposes of this paragraph,  for  Plan
               Years  beginning  prior  to  1989,  a  Participant's
               Vested  Account Balance shall not include  Qualified
               Voluntary Contributions.
            
            (d)      Distribution  of  less  than   100%   of   the
               Participant's Vested Account Balance shall  only  be
               permitted  if the Participant is fully  vested  upon
               termination of employment.
            
            (e)      If  a  Participant  who  is  not  100%  vested
               receives  or  is  deemed to receive  a  distribution
               pursuant  to  this paragraph and resumes  employment
               covered under this Plan, the Participant shall  have
               the  right  to repay to the Plan the full amount  of
               the    distribution   attributable    to    Employer
               contributions on or before the earlier of  the  date
               that   the   Participant  incurs  five   consecutive
               one-year  Breaks in Service following  the  date  of
               distribution or five years after the first  date  on
               which  the  Participant is subsequently  reemployed.
               In  such  event, the Participant's account shall  be
               restored  to  the  value thereof  at  the  time  the
               distribution  was made and may further be  increased
               by  the  Plan's income and investment  gains  and/or
               losses on the undistributed amount from the date  of
               distribution to the date of repayment.
            
            (f)     A  Participant shall also have the  option,  to
               postpone  payment of his or her Plan benefits  until
               the  first day of April following the calendar  year
               in  which he or she attains age 70-1/2. Any  balance
               of a Participant's account resulting from his or her
               Employee contributions not previously withdrawn,  if
               any, may be withdrawn by the Participant immediately
               following separation from Service.
            
            (g)      If  a  Participant  ceases  to  be  an  active
               Employee  as a result of a Disability as defined  at
               paragraph  1.21, such Participant shall be  able  to
               make  an  application  for a  disability  retirement
               benefit  payment.  The Participant's account balance
               will  be deemed  "immediately distributable" as  set
               forth  in  paragraph 6.4, and will be  fully  vested
               pursuant to paragraph 9.2.

6.4  Restrictions On Immediate Distributions

            (a)     An account balance is immediately distributable
               if   any  part  of  the  account  balance  could  be
               distributed to the Participant (or Surviving Spouse)
               before  the  Participant  attains  (or  would   have
               attained  if not deceased) the later of  the  Normal
               Retirement Age or age 62.
            
            (b)     If  the value of a Participant's Vested Account
               Balance   derived   from   Employer   and   Employee
               Contributions exceeds (or at the time of  any  prior
               distribution  exceeded)  $3,500,  and  the   account
               balance    is    immediately   distributable,    the
               Participant  and his or her Spouse (or where  either
               the   Participant  or  the  Spouse  has  died,   the
               survivor) must consent to any distribution  of  such
               account balance.  The consent of the Participant and
               the  Spouse shall be obtained in writing within  the
               90-day  period ending on the Annuity Starting  Date,
               which is the first day of the first period for which
               an  amount is paid as an annuity or any other  form.
               The  Plan Administrator shall notify the Participant
               and  the Participant's Spouse of the right to  defer
               any  distribution  until the  Participant's  account
               balance  is  no  longer  immediately  distributable.
               Such    notification   shall   include   a   general
               description  of  the  material  features,   and   an
               explanation of the relative values of, the  optional
               forms  of  benefit available under  the  plan  in  a
               manner that would satisfy the notice requirements of
               Code  Section  417(a)(3), and shall be  provided  no
               less than 30 days and no more than 90 days prior  to
               the Annuity Starting Date.
            
            (c)      Notwithstanding   the  foregoing,   only   the
               Participant  need consent to the commencement  of  a
               distribution  in the form of a Qualified  Joint  and
               Survivor  Annuity  while  the  account  balance   is
               immediately distributable.  Furthermore, if  payment
               in  the  form  of  a  Qualified Joint  and  Survivor
               Annuity  is  not  required  with  respect   to   the
               Participant pursuant to paragraph 8.7 of  the  Plan,
               only   the   Participant   need   consent   to   the
               distribution   of   an  account  balance   that   is
               immediately distributable.  Neither the  consent  of
               the  Participant nor the Participant's Spouse  shall
               be  required  to  the extent that a distribution  is
               required to satisfy Code Section 401(a)(9)  or  Code
               Section 415.  In addition, upon termination of  this
               Plan  if  the Plan does not offer an annuity  option
               (purchased   from   a  commercial   provider),   the
               Participant's  account  balance  may,  without   the
               Participant's   consent,  be  distributed   to   the
               Participant   or  transferred  to  another   Defined
               Contribution  Plan  [other than  an  employee  stock
               ownership   plan   as  defined   in   Code   Section
               4975(e)(7)] within the same controlled group.
            
            (d)     For  purposes  of determining the applicability
               of    the   foregoing   consent   requirements    to
               distributions made before the first day of the first
               Plan  Year  beginning after 1988, the  Participant's
               Vested  Account  Balance shall not  include  amounts
               attributable to Qualified Voluntary Contributions.

6.5   Normal  Form  Of Payment  The normal form of payment  for  a  profit-
sharing plan satisfying the requirements of paragraph 8.7 hereof shall be a
lump  sum  with no option for annuity payments.  For all other  plans,  the
normal  form  of payment hereunder shall be a Qualified Joint and  Survivor
Annuity as provided under Article VIII.  A Participant whose Vested Account
Balance derived from Employer and Employee contributions exceeds $3,500, or
if  at  the time of any prior distribution it exceeded $3,500, shall  (with
the  consent  of his or her Spouse) have the right to receive  his  or  her
benefit  in  a  lump  sum or in monthly, quarterly, semi-annual  or  annual
payments  from  the  Fund  over any period not extending  beyond  the  life
expectancy of the Participant and his or her Beneficiary.  For purposes  of
this  paragraph,  for  Plan  Years prior to 1989,  a  Participant's  Vested
Account  Balance shall not include Qualified Voluntary Contributions.   The
normal  form of payment shall be automatic, unless the Participant files  a
written request with the Employer prior to the date on which the benefit is
automatically  payable, electing a lump sum or installment payment  option.
No  amendment  to  the Plan may eliminate one of the optional  distribution
forms listed above.

6.6  Commencement Of Benefits

            (a)      Unless   the  Participant  elects   otherwise,
               distribution  of benefits will begin no  later  than
               the  60th  day after the close of the Plan  Year  in
               which the latest of the following events occurs:
                 
                 (1)     the  Participant attains age  65  (or
                    normal retirement age if earlier),
                 
                 (2)     the tenth anniversary of the year  in
                    which     the     Participant    commenced
                    participation in the Plan, or
                 
                 (3)     the  Participant  terminates  Service
                    with the Employer.
            
            (b)     Notwithstanding the foregoing, the failure of a
               Participant and Spouse (if necessary) to consent  to
               a   distribution  while  a  benefit  is  immediately
               distributable, within the meaning of  paragraph  6.4
               hereof,  shall  be  deemed  an  election  to   defer
               commencement of payment of any benefit sufficient to
               satisfy this paragraph.

6.7   Claims  Procedures   Upon retirement, death, or  other  severance  of
employment,  the  Participant  or  his  or  her  representative  may   make
application  to  the Employer requesting payment of benefits  due  and  the
manner  of  payment.  If no application for benefits is made, the  Employer
shall automatically pay any vested benefit due hereunder in the normal form
at the time prescribed at paragraph 6.4.  If an application for benefits is
made,  the Employer shall accept, reject, or modify such request and  shall
notify  the  Participant  in  writing setting forth  the  response  of  the
Employer and in the case of a denial or modification the Employer shall:

            (a)     state  the specific reason or reasons  for  the
               denial,
            
            (b)     provide  specific reference to  pertinent  Plan
               provisions on which the denial is based,
            
            (c)      provide   a   description  of  any  additional
               material   or   information   necessary   for    the
               Participant  or  his representative to  perfect  the
               claim  and  an explanation of why such  material  or
               information is necessary, and
            
            (d)     explain  the  Plan's claim review procedure  as
               contained in this Plan.

In the event the request is rejected or modified, the Participant or his or
her  representative may within 60 days following receipt by the Participant
or  representative  of  such rejection or modification,  submit  a  written
request for review by the Employer of its initial decision.  Within 60 days
following  such  request for review, the Employer shall  render  its  final
decision  in writing to the Participant or representative stating  specific
reasons  for  such decision.  If the Participant or representative  is  not
satisfied   with   the  Employer's  final  decision,  the  Participant   or
representative  can  institute an action in a federal  court  of  competent
jurisdiction; for this purpose, process would be served on the Employer.

6.8   In-Service Withdrawals  An Employee may withdraw all or any  part  of
the  fair  market  value  of his or her Mandatory Contributions,  Voluntary
Contributions,  Qualified Voluntary Contributions, Rollover  Contributions,
or  Transfer  Contributions upon written request to the Employer.  Transfer
contributions   which  originate  from  a  Plan  meeting  the   safe-harbor
provisions  of  paragraph 8.7 may also be withdrawn  by  an  Employee  upon
written  request to the Employer.  Transfer Contributions not  meeting  the
safe-harbor  provisions  may  only  be withdrawn  upon  retirement,  death,
Disability, termination or termination of the Plan and will be  subject  to
Spousal consent requirements contained in Code Sections 411(a)(11) and 417.
Such  request  shall  include the Participant's  address,  social  security
number,  birthdate,  and  amount of the  withdrawal.   If  at  the  time  a
distribution   of  Qualified  Voluntary  Contributions  is   received   the
Participant has not attained age 59-1/2 and is not disabled, as defined  at
Code  Section 22(e)(3), the Participant will be subject to a federal income
tax penalty, unless the distribution is rolled over to a qualified plan  or
individual  retirement plan within 60 days of the date of distribution.   A
Participant may withdraw all or any part of the fair market value of his or
her  pre-1987  Voluntary  Contributions with  or  without  withdrawing  the
earnings attributable thereto.  Post-1986 Voluntary Contributions may  only
be  withdrawn along with a portion of the earnings thereon.  The amount  of
the    earnings   to   be   withdrawn   is   determined   by   using    the
formula:  DA [1-(V , V+E)], where DA is the distribution amount, V  is  the
amount  of  Voluntary  Contributions  and V+E is the  amount  of  Voluntary
Contributions  plus  the  earnings  attributable  thereto.   A  Participant
withdrawing  his or her other contributions prior to attaining age  59-1/2,
will  be  subject to a federal tax penalty to the extent that the withdrawn
amounts  are includible in income.  Unless the Employer provides  otherwise
in  the Adoption Agreement, any Participant in a profit-sharing plan who is
100% fully vested in his or her Employer contributions may, if permitted by
the  Employer in the Adoption Agreement, withdraw all or any  part  of  the
fair  market  value  of any of such contributions that  have  been  in  the
account  at least two years, plus the investment earnings thereon,  without
separation  from  Service.  Such distributions shall not  be  eligible  for
redeposit  to  the  Fund.   A  withdrawal under this  paragraph  shall  not
prohibit  such Participant from sharing in any future Employer contribution
he  or  she would otherwise be eligible to share in.  A request to withdraw
amounts pursuant to this paragraph must if applicable, be consented  to  by
the  Participant's Spouse.  The consent shall comply with the  requirements
of  paragraph 6.4 relating to immediate distributions.  Elective Deferrals,
Qualified Non-elective Contributions, and Qualified Matching Contributions,
and  income allocable to each are not distributable to a Participant or his
or  her beneficiary or beneficiaries, in accordance with such Participant's
or  beneficiary's or beneficiaries' election, earlier than upon  separation
from  Service, death, or Disability.  Such amounts may also be  distributed
upon:

            (a)       Termination   of   the   Plan   without   the
               establishment of another Defined Contribution Plan.
            
            (b)      The   disposition  by  a  corporation  to   an
               unrelated  corporation 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, but  only
               with  respect  to Employees who continue  employment
               with the corporation acquiring such assets.
            
            (c)      The   disposition  by  a  corporation  to   an
               unrelated entity of such corporation's interest in a
               subsidiary  [within  the  meaning  of  Code  Section
               409(d)(3)] if such corporation continues to maintain
               this  Plan,  but only with respect to Employees  who
               continue employment with such subsidiary.
            
            (d)    The attainment of age 59-1/2.
            
            (e)     The Hardship of the Participant as described in
               paragraph 6.9.

All distributions that may be made pursuant to one or more of the foregoing
distributable  events  are subject to the Spousal and  Participant  consent
requirements, if applicable, contained in Code Sections 401(a)(11) and 417.
6.9   Hardship  Withdrawal  If permitted by the Trustee/Custodian  and  the
Employer  in the Adoption Agreement, a Participant may request  a  Hardship
withdrawal  prior  to  attaining age 59-1/2.  If the  Participant  has  not
attained age 59-1/2, the Participant may be subject to a federal income tax
penalty.   Such request shall be in writing to the Employer who shall  have
sole  authority to authorize a Hardship withdrawal, pursuant to  the  rules
below.   Hardship withdrawals may include Elective Deferrals regardless  of
when  contributed and any earnings accrued and credited thereon as  of  the
last  day of the Plan Year ending before July 1, 1989 and Employer  related
contributions  plus the investment earnings thereon to the  extent  vested.
Qualified Matching Contributions, Qualified Non-Elective Contributions  and
Elective  Deferrals  reclassified  as  Voluntary  Contributions  plus   the
investment earnings thereon are not available for Hardship withdrawal prior
to  age  59-1/2  to the extent that they were credited to the Participant's
account  as of the last day of the Plan Year ending prior to July 1,  1989.
The  Plan Administrator may limit withdrawals to Elective Deferrals and the
earnings thereon as stipulated above.  Hardship withdrawals are subject  to
the  Spousal consent requirements contained in Code Sections 401(a)(11) and
417.  Only the following reasons are valid to obtain Hardship withdrawal:

            (a)     medical  expenses [within the  meaning  of  Code
               Section 213(d)] incurred or necessary for the medical
               care  of the Participant, his or her Spouse, children
               and other dependents,
            
            (b)     the  purchase (excluding mortgage  payments)  of
               the principal residence for the Participant,
            
            (c)      payment  of  tuition  and  related  educational
               expenses for the next twelve months of post-secondary
               education  for  the Participant, his or  her  Spouse,
               children or other dependents, or
            
            (d)     the  need  to  prevent eviction of the  Employee
               from  or  a  foreclosure  on  the  mortgage  of,  the
               Employee's principal residence.

Furthermore, the following conditions must be met in order for a withdrawal
to be authorized:

            (e)     the  Participant has obtained all distributions,
               other than Hardship distributions, and all nontaxable
               loans under all plans maintained by the Employer,
            
            (f)     all plans maintained by the Employer, other than
               flexible   benefit  plans  under  Code  Section   125
               providing  for  current benefits,  provide  that  the
               Employee's    Elective   Deferrals   and    Voluntary
               Contributions  will be suspended  for  twelve  months
               after the receipt of the Hardship distribution,
            
            (g)     the  distribution is not in excess of the amount
               of  the  immediate  and  heavy  financial  need  [(a)
               through  (d)]  above, including amounts necessary  to
               pay  any  federal,  state  or  local  income  tax  or
               penalties reasonably anticipated to result  from  the
               distribution, and
            
            (h)     all  plans  maintained by the Employer  provide
               that an Employee may not make Elective Deferrals for
               the  Employee's  taxable year immediately  following
               the  taxable  year of the Hardship  distribution  in
               excess  of  the applicable limit under Code  Section
               402(g)  for  such taxable year, less the  amount  of
               such   Employee's  pre-tax  contributions  for   the
               taxable year of the Hardship distribution.

If a distribution is made at a time when a Participant has a nonforfeitable
right  to  less  than  100% of the account balance  derived  from  Employer
contributions   and   the  Participant  may  increase  the   nonforfeitable
percentage in the account:

            (i)     a  separate account will be established for the
               Participant's interest in the      Plan  as  of  the
               time of the distribution, and
            
            (j)      at   any   relevant  time  the   Participant's
               nonforfeitable portion of the separate account  will
               be  equal  to  an  amount ("X")  determined  by  the
               formula:
        
                        X = P [AB + (R X D)] - (R X D)

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

                          ARTICLE VII
       
                       DISTRIBUTION REQUIREMENTS
       

7.1   Joint And Survivor Annuity Requirements  All distributions made under
the  terms  of  this Plan must comply with the provisions of  Article  VIII
including, if applicable, the safe harbor provisions thereunder.

7.2   Minimum  Distribution Requirements  All distributions required  under
this  Article shall be determined and made in accordance with  the  minimum
distribution  requirements of Code Section 401(a)(9)  and  the  regulations
thereunder,  including  the minimum distribution incidental  benefit  rules
found  at  Regulations  Section 1.401(a)(9)-2.  The entire  interest  of  a
Participant  must be distributed or begin to be distributed no  later  than
the  Participant's Required Beginning Date.  Life expectancy and joint  and
last  survivor  life expectancy are computed by using the  expected  return
multiples found in Tables V and VI of Regulations Section 1.72-9.

7.3   Limits On Distribution Periods  As of the First Distribution Calendar
Year,  distributions if not made in a single-sum may only be made over  one
of the following periods (or a combination thereof):

            (a)    the life of the Participant,
            
            (b)      the   life  of  the  Participant  and   a
               Designated Beneficiary,
            
            (c)     a  period certain not extending beyond the
               life expectancy of the Participant, or
            
            (d)     a  period certain not extending beyond the
               joint  and  last  survivor  expectancy  of  the
               Participant and a Designated Beneficiary.

7.4  Required Distributions On Or After The Required Beginning Date

            (a)     If a Participant's benefit is to be distributed
               over  (1)  a  period not extending beyond  the  life
               expectancy of the Participant or the joint life  and
               last survivor expectancy of the Participant and  the
               Participant's Designated Beneficiary or (2) a period
               not  extending  beyond the life  expectancy  of  the
               Designated  Beneficiary, the amount required  to  be
               distributed  for each calendar year, beginning  with
               distributions  for  the First Distribution  Calendar
               Year,  must at least equal the quotient obtained  by
               dividing the Participant's benefit by the Applicable
               Life Expectancy.
            
            (b)     For  calendar years beginning before  1989,  if
               the  Participant's  Spouse  is  not  the  Designated
               Beneficiary,  the  method of  distribution  selected
               must  have assured that at least 50% of the  Present
               Value  of the amount available for distribution  was
               to  be  paid  within  the  life  expectancy  of  the
               Participant.
            
            (c)     For  calendar years beginning after  1988,  the
               amount  to be distributed each year, beginning  with
               distributions  for  the First Distribution  Calendar
               Year shall not be less than the quotient obtained by
               dividing the Participant's benefit by the lesser  of
               (1)  the  Applicable Life Expectancy or (2)  if  the
               Participant's   Spouse   is   not   the   Designated
               Beneficiary, the applicable divisor determined  from
               the  table set forth in Q&A-4 of Regulations Section
               1.401(a)(9)-2.  Distributions after the death of the
               Participant   shall   be   distributed   using   the
               Applicable  Life Expectancy as the relevant  divisor
               without regard to Regulations Section 1.401(a)(9)-2.
            
            (d)      The  minimum  distribution  required  for  the
               Participant's First Distribution Calendar Year  must
               be  made  on  or  before the Participant's  Required
               Beginning Date.  The minimum distribution for  other
               calendar  years, including the minimum  distribution
               for  the  Distribution Calendar Year  in  which  the
               Participant's Required Beginning Date  occurs,  must
               be   made   on  or  before  December  31   of   that
               Distribution Calendar Year.
            
            (e)     If the Participant's benefit is distributed  in
               the  form  of an annuity purchased from an insurance
               company, distributions thereunder shall be  made  in
               accordance  with  the requirements of  Code  Section
               401(a)(9) and the regulations thereunder.
            
            (f)     For  purposes of determining the amount of  the
               required distribution for each Distribution Calendar
               Year,  the account balance to be used is the account
               balance   determined  as  of  the   last   valuation
               preceding  the  Distribution  Calendar  Year.   This
               balance  will  be  increased by the  amount  of  any
               contributions  or  forfeitures  allocated   to   the
               account  balance after the Valuation  Date  in  such
               preceding calendar year.  Such balance will also  be
               decreased  by distributions made after the Valuation
               Date in such preceding Calendar Year.
            
            (g)     For  purposes  of subparagraph 7.4(f),  if  any
               portion  of the minimum distribution for  the  First
               Distribution  Calendar Year is made  in  the  second
               Distribution Calendar Year on or before the Required
               Beginning   Date,   the  amount   of   the   minimum
               distribution   made   in  the  second   Distribution
               Calendar  Year shall be treated as if  it  had  been
               made   in  the  immediately  preceding  Distribution
               Calendar Year.

7.5  Required Beginning Date

            (a)     General Rule.  The Required Beginning Date of a
               Participant  is  the  first  day  of  April  of  the
               calendar  year following the calendar year in  which
               the Participant attains age 70-1/2.
            
            (b)     Transitional  Rules.   The  Required  Beginning
               Date  of a Participant who attains age 70-1/2 before
               1988, shall be determined in accordance with (1)  or
               (2) below:
                 
                 (1)       Non-five   percent   owners.    The
                    Required  Beginning Date of a  Participant
                    who  is  not a five-percent owner  is  the
                    first  day  of April of the calendar  year
                    following  the calendar year in which  the
                    later  of retirement or attainment of  age
                    70-1/2   occurs.   In  the   case   of   a
                    Participant  who  is  not  a  five-percent
                    owner  who attains age 70-1/2 during  1988
                    and   who   has   not   retired   as    of
                    January  1,  1989, the Required  Beginning
                    Date is April 1, 1990.
                 
                 (2)     Five-percent  owners.   The  Required
                    Beginning Date of a Participant who  is  a
                    five-percent   owner   during   any   year
                    beginning after 1979, is the first day  of
                    April following the later of:
                 
                      (i)     the  calendar year in which
                         the   Participant  attains   age
                         70-1/2, or
                      
                      (ii)    the earlier of the calendar
                         year  with or within which  ends
                         the   Plan  Year  in  which  the
                         Participant      becomes       a
                         five-percent   owner,   or   the
                         calendar   year  in  which   the
                         Participant retires.
                      
            (c)     A  Participant  is  treated as  a  five-percent
               owner  for  purposes  of  this  Paragraph  if   such
               Participant  is a five-percent owner as  defined  in
               Code  Section 416(i) (determined in accordance  with
               Code  Section 416 but without regard to whether  the
               Plan  is Top-Heavy) at any time during the Plan Year
               ending  with  or within the calendar year  in  which
               such owner attains age 66-1/2 or any subsequent Plan
               Year.
            
            (d)     Once distributions have begun to a five-percent
               owner under this paragraph, they must continue to be
               distributed, even if the Participant ceases to be  a
               five-percent owner in a subsequent year.

7.6  Transitional Rule

            (a)     Notwithstanding the other requirements of this
               Article  and subject to the requirements of Article
               VIII,  Joint  and  Survivor  Annuity  Requirements,
               distribution on behalf of any Employee, including a
               five-percent owner, may be made in accordance  with
               all  of  the following requirements (regardless  of
               when such distribution commences):
            
                 (1)     The distribution by the Trust is  one
                    which  would  not  have disqualified  such
                    Trust  under Code Section 401(a)(9) as  in
                    effect  prior to amendment by the  Deficit
                    Reduction Act of 1984.
                 
                 (2)     The  distribution  is  in  accordance
                    with  a  method of distribution designated
                    by  the  Employee  whose interest  in  the
                    Trust  is  being distributed  or,  if  the
                    Employee is deceased, by a beneficiary  of
                    such Employee.
                 
                 (3)     Such designation was in writing,  was
                    signed by the Employee or the beneficiary,
                    and was made before 1984.
                 
                 (4)     The  Employee had accrued  a  benefit
                    under the Plan as of December 31, 1983.
                 
                 (5)     The method of distribution designated
                    by   the   Employee  or  the   beneficiary
                    specifies  the time at which  distribution
                    will   commence,  the  period  over  which
                    distributions  will be made,  and  in  the
                    case   of   any  distribution   upon   the
                    Employee's death, the beneficiaries of the
                    Employee listed in order of priority.
            
            (b)     A  distribution upon death will not be  covered
               by  this transitional rule unless the information in
               the  designation  contains the required  information
               described above with respect to the distributions to
               be made upon the death of the Employee.
            
            (c)     For  any  distribution which  commences  before
               1984, but continues after 1983, the Employee or  the
               beneficiary,  to  whom  such distribution  is  being
               made, will be presumed to have designated the method
               of  distribution  under which  the  distribution  is
               being  made  if  the  method  of  distribution   was
               specified  in writing and the distribution satisfies
               the  requirements in subparagraphs  (a)(1)  and  (5)
               above.
            
            (d)     If  a  designation is revoked,  any  subsequent
               distribution must satisfy the requirements  of  Code
               Section  401(a)(9)  and the regulations  thereunder.
               If  a  designation is revoked subsequent to the date
               distributions are required to begin, the Trust  must
               distribute by the end of the calendar year following
               the calendar year in which the revocation occurs the
               total  amount not yet distributed which  would  have
               been  required to have been distributed  to  satisfy
               Code   Section   401(a)(9)   and   the   regulations
               thereunder,  but for the section 242(b)(2)  election
               of  the Tax Equity and Fiscal Responsibility Act  of
               1982.  For calendar years beginning after 1988, such
               distributions  must  meet the  minimum  distribution
               incidental    benefit   requirements   in    Section
               1.401(a)(9)-2  of  the Income Tax Regulations.   Any
               changes in the designation will be considered to  be
               a  revocation of the designation.  However, the mere
               substitution or addition of another beneficiary (one
               not  named in the designation) under the designation
               will  not  be considered to be a revocation  of  the
               designation,   so  long  as  such  substitution   or
               addition  does  not  alter  the  period  over  which
               distributions are to be made under the  designation,
               directly or indirectly (for example, by altering the
               relevant  measuring life).  In the case in which  an
               amount  is transferred or rolled over from one  plan
               to another plan, the rules in Q&A J-2 and Q&A J-3 of
               the Regulations shall apply.

7.7   Designation Of Beneficiary For Death Benefit  Each Participant  shall
file a written designation of beneficiary with the Employer upon qualifying
for  participation in this Plan.  Such designation shall  remain  in  force
until revoked by the Participant by filing a new beneficiary form with  the
Employer.   The  Participant may elect to have a  portion  of  his  or  her
account  balance  invested  in  an insurance  contract.   If  an  insurance
contract  is  purchased  under  the Plan, the  Trustee  must  be  named  as
beneficiary  under  the  terms of the contract.  However,  the  Participant
shall designate a beneficiary to receive the proceeds of the contract after
settlement  is  received  by  the Trustee.   Under  a  profit-sharing  plan
satisfying  the  requirements of paragraph 8.7, the Designated  Beneficiary
shall  be  the Participant's Surviving Spouse, if any, unless  such  Spouse
properly consents otherwise.

7.8   Nonexistence  Of  Beneficiary  Any  portion  of  the  amount  payable
hereunder  which is not disposed of because of the Participant's or  former
Participant's  failure to designate a beneficiary, or because  all  of  the
Designated Beneficiaries predeceased the Participant, shall be paid to  his
or  her  Spouse.   If the Participant had no Spouse at the time  of  death,
payment  shall be made to the personal representative of his or her  estate
in a lump sum.

7.9   Distribution  Beginning Before Death  If the Participant  dies  after
distribution  of  his or her interest has begun, the remaining  portion  of
such  interest will continue to be distributed at least as rapidly as under
the method of distribution being used prior to the Participant's death.

7.10  Distribution  Beginning After Death  If the Participant  dies  before
distribution   of  his  or  her  interest  begins,  distribution   of   the
Participant's  entire interest shall be completed by  December  31  of  the
calendar  year containing the fifth anniversary of the Participant's  death
except  to the extent that an election is made to receive distributions  in
accordance with (a) or (b) below:

            (a)      If   any  portion  of  the  Participant's
               interest    is   payable   to   a    Designated
               Beneficiary, distributions may be made over the
               life  or over a period certain not greater than
               the   life   expectancy   of   the   Designated
               Beneficiary commencing on or before December 31
               of  the calendar year immediately following the
               calendar year in which the Participant died;
            
            (b)      If  the  Designated  Beneficiary  is  the
               Participant's   Surviving  Spouse,   the   date
               distributions   are  required   to   begin   in
               accordance with (a) above shall not be  earlier
               than  the  later  of  (1) December  31  of  the
               calendar   year   immediately   following   the
               calendar year in which the Participant died  or
               (2)  December 31 of the calendar year in  which
               the Participant would have attained age 70-1/2.

If the Participant has not made an election pursuant to this paragraph 7.10
by  the  time of his or her death, the Participant's Designated Beneficiary
must  elect  the  method of distribution no later than the earlier  of  (1)
December  31 of the calendar year in which distributions would be  required
to  begin under this section, or (2) December 31 of the calendar year which
contains the fifth anniversary of the date of death of the participant.  If
the  Participant  has  no  Designated Beneficiary,  or  if  the  Designated
Beneficiary  does not elect a method of distribution, then distribution  of
the  Participant's entire interest must be completed by December 31 of  the
calendar year containing the fifth anniversary of the Participant's death.

For  purposes  of  this paragraph if the Surviving Spouse  dies  after  the
Participant,  but before payments to such Spouse begin, the  provisions  of
this  paragraph  with  the exception of paragraph  (b)  therein,  shall  be
applied  as if the Surviving Spouse were the Participant.  For the purposes
of  this  paragraph  and  paragraph 7.9, distribution  of  a  Participant's
interest  is  considered to begin on the Participant's  Required  Beginning
Date (or, if the preceding sentence is applicable, the date distribution is
required to begin to the Surviving Spouse).  If distribution in the form of
an  annuity  described  in paragraph 7.4(e) irrevocably  commences  to  the
Participant  before the Required Beginning Date, the date  distribution  is
considered to begin is the date distribution actually commences.

For  purposes  of paragraph 7.9 and this paragraph, any amount  paid  to  a
child  of  the Participant will be treated as if it had been  paid  to  the
Surviving Spouse if the amount becomes payable to the Surviving Spouse when
the child attains the age of majority.

7.11 Distribution Of Excess Elective Deferrals

            (a)     Notwithstanding  any  other  provision  of  the
               Plan, Excess Elective Deferrals plus any income  and
               minus   any   loss  allocable  thereto,   shall   be
               distributed no later than April 15, 1988,  and  each
               April   15  thereafter,  to  Participants  to  whose
               accounts  Excess Elective Deferrals  were  allocated
               for the preceding taxable year, and who claim Excess
               Elective  Deferrals for such taxable  year.   Excess
               Elective  Deferrals  shall  be  treated  as   Annual
               Additions  under the Plan, unless such  amounts  are
               distributed  no  later  than the  first  April  15th
               following  the  close  of the Participant's  taxable
               year.   A  Participant is deemed to notify the  Plan
               Administrator of any Excess Elective Deferrals  that
               arise  by  taking into account only  those  Elective
               Deferrals made to this Plan and any other  plans  of
               this  Employer.   Furthermore,  a  Participant   who
               participates  in  another  plan  allowing   Elective
               Deferrals  may  assign  to  this  Plan  any   Excess
               Elective Deferrals made during a taxable year of the
               Participant, by notifying the Plan Administrator  of
               the  amount of the Excess Elective Deferrals  to  be
               assigned.
            
            (b)     Furthermore, a Participant who participates  in
               another plan allowing Elective Deferrals may  assign
               to  this  Plan  any Excess Elective  Deferrals  made
               during  a  taxable  year  of  the  Participant,   by
               notifying  the Plan Administrator of the  amount  of
               the  Excess Elective Deferrals to be assigned.   The
               Participant's  claim shall be in writing;  shall  be
               submitted  to the Plan Administrator not later  than
               March  1  of each year; shall specify the amount  of
               the  Participant's Excess Elective Deferrals for the
               preceding taxable year; and shall be accompanied  by
               the  Participant's written statement  that  if  such
               amounts  are  not distributed, such Excess  Elective
               Deferrals,  when  added  to amounts  deferred  under
               other  plans  or  arrangements  described  in   Code
               Sections   401(k),   408(k)   [Simplified   Employee
               Pensions],  or 403(b) [annuity programs  for  public
               schools  and  charitable organizations] will  exceed
               the  $7,000  limit  as adjusted under  Code  Section
               415(d)  imposed on the Participant by  Code  Section
               402(g) for the year in which the deferral occurred.
            
            (c)     Excess Elective Deferrals shall be adjusted for
               any  income  or  loss up to the end of  the  taxable
               year, during which such excess was deferred.  Income
               or  loss will be calculated under the method used to
               calculate  investment earnings and losses  elsewhere
               in the Plan.
            
            (d)     If the Participant receives a return of his  or
               her   Elective   Deferrals,  the  amount   of   such
               contributions  which are returned  must  be  brought
               into the Employee's taxable income.

7.12 Distributions of Excess Contributions
            
            (a)     Notwithstanding  any other  provision  of  this
               Plan,  Excess  Contributions, plus  any  income  and
               minus   any   loss  allocable  thereto,   shall   be
               distributed no later than the last day of each  Plan
               Year  to Participants to whose accounts such  Excess
               Contributions were allocated for the preceding  Plan
               Year.   If such excess amounts are distributed  more
               than  2-1/2  months after the last day of  the  Plan
               Year  in  which such excess amounts  arose,   a  ten
               percent  excise tax will be imposed on the  Employer
               maintaining  the Plan with respect to such  amounts.
               Such   distributions  shall  be   made   to   Highly
               Compensated Employees on the basis of the respective
               portions  of  the Excess Contributions  attributable
               to  each of such Employees.  Excess Contributions of
               Participants  who are subject to the  Family  Member
               aggregation rules of Code Section 414(q)(6) shall be
               allocated among the Family Members in proportion  to
               the  Elective  Deferrals  (and  amounts  treated  as
               Elective  Deferrals) of each Family Member  that  is
               combined   to   determine   the   Average   Deferral
               Percentage.
            
            (b)     Excess  Contributions  (including  the  amounts
               recharacterized)   shall  be   treated   as   Annual
               Additions under the Plan.
            
            (c)     Excess Contributions shall be adjusted for  any
               income  or  loss  up to the end of  the  Plan  Year.
               Income  or loss will be calculated under the  method
               used  to  calculate investment earnings  and  losses
               elsewhere in the Plan.
            
            (d)     Excess Contributions shall be distributed  from
               the  Participant's  Elective  Deferral  account  and
               Qualified   Matching   Contribution   account    (if
               applicable)   in  proportion  to  the  Participant's
               Elective    Deferrals    and   Qualified    Matching
               Contributions (to the extent used in the  ADP  test)
               for  the  Plan Year.  Excess Contributions shall  be
               distributed   from   the   Participant's   Qualified
               Non-Elective Contribution account only to the extent
               that such Excess Contributions exceed the balance in
               the  Participant's  Elective  Deferral  account  and
               Qualified Matching Contribution account.

7.13 Distribution Of Excess Aggregate Contributions
            
            (a)     Notwithstanding  any other  provision  of  this
               Plan,  Excess  Aggregate  Contributions,  plus   any
               income  and minus any loss allocable thereto,  shall
               be forfeited, if forfeitable, or if not forfeitable,
               distributed no later than the last day of each  Plan
               Year  to Participants to whose accounts such  Excess
               Aggregate  Contributions  were  allocated  for   the
               preceding Plan Year.  Excess Aggregate Contributions
               shall  be allocated to Participants who are  subject
               to  the  Family  Member aggregation  rules  of  Code
               Section  414(q)(6) in the manner prescribed  by  the
               regulations.  If such Excess Aggregate Contributions
               are  distributed  more than two and one-half  months
               after  the  last day of the Plan Year in which  such
               excess amounts arose, a ten percent excise tax  will
               be imposed on the Employer maintaining the Plan with
               respect   to   those   amounts.   Excess   Aggregate
               Contributions  shall be treated as Annual  Additions
               under the Plan.
            
            (b)      Excess   Aggregate  Contributions   shall   be
               adjusted for any income or loss up to the end of the
               Plan  Year.  The income or loss allocable to  Excess
               Aggregate Contributions is the sum of income or loss
               for  the  Plan  Year allocable to the  Participant's
               Voluntary     Contribution     account,     Matching
               Contribution  account (if any, and  if  all  amounts
               therein  are  not  used in the  ADP  test)  and,  if
               applicable,   Qualified  Non-Elective   Contribution
               account  and Elective Deferral account.   Income  or
               loss  will  be calculated under the method  used  to
               calculate  investment earnings and losses  elsewhere
               in the Plan.
            
               (c)  Forfeitures  of Excess Aggregate  Contributions
               may  either  be  reallocated  to  the  accounts   of
               non-Highly  Compensated  Employees  or  applied   to
               reduce  Employer contributions, as  elected  by  the
               Employer in the Adoption Agreement.
            
            (d)      Excess   Aggregate  Contributions   shall   be
               forfeited if such amount is not vested.  If  vested,
               such excess shall be distributed on a pro-rata basis
               from   the   Participant's  Voluntary   Contribution
               account   (and,  if  applicable,  the  Participant's
               Qualified    Non-Elective   Contribution    account,
               Matching  Contribution account,  Qualified  Matching
               Contribution account, or Elective Deferral  account,
               or both).

7.14 Escheat  In the event any Vested Account Balance is unclaimed and  the
Plan   Administrator  is  unable  to  determine  the  whereabouts  of   the
Participant, beneficiary or any other person whose benefits from  the  Plan
are  due, within three years from the date such benefit would otherwise  be
payable, such Vested Account Balance shall be forfeited and revert  to  and
become  part of the Trust upon written direction of the Plan Administrator;
provided,  however,  such  unclaimed  benefits  shall  be  reinstated  from
earnings  and forfeitures, and Employer Contributions designated  for  that
purpose  if the claimant to whom such benefit is due and owing subsequently
makes   written   application  to  the  Plan   Administrator.    The   Plan
Administrator   also  reserves  the  right,  with  the   consent   of   the
Trustee/Custodian,  to  direct  the Trustee/Custodian  to  dispose  of  any
unclaimed benefits under the escheat statutes of the applicable state  law,
as defined in Article XVI.

                                 ARTICLE VIII
       
                   JOINT AND SURVIVOR ANNUITY REQUIREMENTS

8.1   Applicability  Of Provisions  The provisions of  this  Article  shall
apply  to any Participant who is credited with at least one Hour of Service
with  the  Employer on or after August 23, 1984 and such other Participants
as provided in paragraph 8.8.

8.2   Payment  Of Qualified Joint And Survivor Annuity  Unless an  optional
form  of  benefit is selected pursuant to a Qualified Election  within  the
90-day  period ending on the Annuity Starting Date, a married Participant's
Vested  Account  Balance will be paid in the form of a Qualified Joint  and
Survivor Annuity and an unmarried Participant's Vested Account Balance will
be  paid in the form of a life annuity.  The Participant may elect to  have
such  annuity distributed upon attainment of the Early Retirement Age under
the Plan.

8.3   Payment  Of  Qualified  Pre-Retirement Survivor  Annuity   Unless  an
optional  form  of  benefit has been selected within  the  Election  Period
pursuant  to  a  Qualified Election, if a Participant dies before  benefits
have  commenced then the Participant's vested account balance shall be paid
in  the  form  of  an  annuity for the life of the Surviving  Spouse.   The
Surviving  Spouse  may  elect  to have such annuity  distributed  within  a
reasonable period after the Participant's death.

A  Participant who does not meet the age 35 requirement set  forth  in  the
Election  Period as of the end of any current Plan Year may make a  special
Qualified  Election to waive the qualified pre-retirement survivor  annuity
for  the  period beginning on the date of such election and ending  on  the
first  day  of the Plan Year in which the Participant will attain  age  35.
Such  election shall not be valid unless the Participant receives a written
explanation of the qualified pre-retirement survivor annuity in such  terms
as  are  comparable  to  the  explanation  required  under  paragraph  8.5.
Qualified  pre-retirement survivor annuity coverage will  be  automatically
reinstated  as  of the first day of the Plan Year in which the  Participant
attains  age 35.  Any new waiver on or after such date shall be subject  to
the full requirements of this Article.

8.4   Qualified  Election  A Qualified Election is an  election  to  either
waive  a Qualified Joint and Survivor Annuity or a qualified pre-retirement
survivor annuity.  Any such election shall not be effective unless:

            (a)     the Participant's Spouse consents in writing to
               the election;
            
            (b)     the election designates a specific beneficiary,
               including   any  class  of  beneficiaries   or   any
               contingent  beneficiaries, which may not be  changed
               without  spousal  consent (or the  Spouse  expressly
               permits designations by the Participant without  any
               further spousal consent);
            
            (c)     the Spouse's consent acknowledges the effect of
               the election; and
            
            (d)     the  Spouse's consent is witnessed  by  a  Plan
               representative or notary public.

Additionally, a Participant's waiver of the Qualified Joint  and   Survivor
Annuity  shall not be effective unless the election designates  a  form  of
benefit  payment which may not be changed without spousal consent  (or  the
Spouse  expressly  permits  designations by  the  Participant  without  any
further spousal consent).  If it is established to the satisfaction of  the
Plan  Administrator that there is no Spouse or that the  Spouse  cannot  be
located,  a waiver will be deemed a Qualified Election.  Any consent  by  a
Spouse obtained under this provision (or establishment that the consent  of
a  Spouse may not be obtained) shall be effective only with respect to such
Spouse.  A consent that permits designations by the Participant without any
requirement  of  further consent by such Spouse must acknowledge  that  the
Spouse  has  the  right to limit consent to a specific beneficiary,  and  a
specific  form of benefit where applicable, and that the Spouse voluntarily
elects  to  relinquish either or both of such rights.  A  revocation  of  a
prior waiver may be made by a Participant without the consent of the Spouse
at any time before the commencement of benefits.  The number of revocations
shall   not be limited.  No consent obtained under this provision shall  be
valid  unless the Participant has received notice as provided in paragraphs
8.5 and 8.6 below.

8.5   Notice Requirements For Qualified Joint And Survivor Annuity  In  the
case  of  a  Qualified Joint and Survivor Annuity, the  Plan  Administrator
shall,  no less than 30 days and no more than 90 days prior to the  Annuity
Starting date, provide each Participant a written explanation of:

            (a)     the  terms  and conditions of a Qualified  Joint
               and Survivor Annuity;
            
            (b)     the  Participant's right to make and the  effect
               of  an  election  to  waive the Qualified  Joint  and
               Survivor Annuity form of benefit;
            
            (c)    the rights of a Participant's Spouse; and
            
            (d)      the  right  to  make,  and  the  effect  of,  a
               revocation  of  a  previous  election  to  waive  the
               Qualified Joint and Survivor Annuity.

8.6  Notice Requirements For Qualified Pre-Retirement Survivor Annuity   In
the  case  of  a qualified pre-retirement survivor annuity as described  in
paragraph 8.3, the Plan Administrator shall provide each Participant within
the  applicable  period for such Participant a written explanation  of  the
qualified pre-retirement survivor annuity in such terms and in such  manner
as  would  be  comparable  to  the explanation  provided  for  meeting  the
requirements of paragraph 8.5 applicable to a Qualified Joint and  Survivor
Annuity.   The  applicable period for a Participant  is  whichever  of  the
following periods ends last:

            (a)     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;
            
            (b)     a reasonable period ending after the individual
               becomes a Participant;
            
            (c)     a  reasonable period ending after this  Article
               first  applies  to the Participant.  Notwithstanding
               the  foregoing,  notice must be  provided  within  a
               reasonable  period  ending  after  separation   from
               Service  in the case of a Participant who  separates
               from Service before attaining age 35.

For  purposes  of  applying the preceding paragraph, a  reasonable   period
ending after the events described in (b) and (c) is the end of the two-year
period  beginning one-year prior to the date the applicable  event  occurs,
and  ending  one-year after that date.  In the case of  a  Participant  who
separates  from Service before the Plan Year in which age 35  is  attained,
notice  shall  be  provided within the two-year period beginning  one  year
prior  to  separation  and ending one year after  separation.   If  such  a
Participant  subsequently  returns to employment  with  the  Employer,  the
applicable period for such Participant shall be re-determined.

8.7  Special Safe-Harbor Exception For Certain Profit-Sharing Plans

            (a)     This paragraph shall apply to a Participant  in
               a profit-sharing plan, and to any distribution, made
               on  or  after the first day of the first  Plan  Year
               beginning  after  1988, from  or  under  a  separate
               account  attributable solely to Qualified  Voluntary
               contributions,  as  maintained  on   behalf   of   a
               Participant  in  a  money  purchase  pension   plan,
               (including  a target benefit plan) if the  following
               conditions are satisfied:
                 
                 (1)     the  Participant does not  or  cannot
                    elect  payments  in the  form  of  a  life
                    annuity; and
                 
                 (2)     on  the  death of a Participant,  the
                    Participant's Vested Account Balance  will
                    be  paid  to  the Participant's  Surviving
                    Spouse,  but  if  there  is  no  Surviving
                    Spouse,  or  if the Surviving  Spouse  has
                    consented  in  a  manner conforming  to  a
                    Qualified    Election,   then    to    the
                    Participant's Designated Beneficiary.
            
              The  Surviving  Spouse may elect to have distribution
               of  the  Vested Account Balance commence within  the
               90-day   period   following   the   date   of    the
               Participant's death.  The account balance  shall  be
               adjusted  for  gains or losses occurring  after  the
               Participant's   death   in   accordance   with   the
               provisions  of the Plan governing the adjustment  of
               account  balances for other types of  distributions.
               These safe-harbor rules shall not be operative  with
               respect to a Participant in a profit-sharing plan if
               that  plan is a direct or indirect transferee  of  a
               Defined Benefit Plan, money purchase plan, a  target
               benefit  plan,  stock bonus plan, or  profit-sharing
               plan  which  is  subject  to  the  survivor  annuity
               requirements  of  Code Section 401(a)(11)  and  Code
               Section  417, and would therefore have  a  Qualified
               Joint  and  Survivor Annuity as its normal  form  of
               benefit.
            
            (b)     The  Participant  may waive the  spousal  death
               benefit  described  in this paragraph  at  any  time
               provided  that  no  such waiver shall  be  effective
               unless  it  satisfies the conditions  (described  in
               paragraph 8.4) that would apply to the Participant's
               waiver  of  the  qualified  pre-retirement  survivor
               annuity.
            
            (c)     If  this  paragraph 8.7 is operative, then  all
               other   provisions  of  this  Article   other   than
               paragraph 8.8 are inoperative.

8.8   Transitional  Joint  And Survivor Annuity Rules   Special  transition
rules  apply to Participants who were not receiving benefits on August  23,
1984.

            (a)     Any  living Participant not receiving  benefits
               on  August 23, 1984, who would otherwise not receive
               the  benefits prescribed by the previous  paragraphs
               of  this  Article, must be given the opportunity  to
               elect  to have the prior paragraphs of this  Article
               apply  if such Participant is credited with at least
               one Hour of Service under this Plan or a predecessor
               plan in a Plan Year beginning on or after January 1,
               1976 and such Participant had at least ten Years  of
               Service  for  vesting  purposes  when  he   or   she
               separated from Service.
            
            (b)     Any  living Participant not receiving  benefits
               on  August 23, 1984, who was credited with at  least
               one Hour of Service under this Plan or a predecessor
               plan  on or after September 2, 1974, and who is  not
               otherwise  credited with any Service in a Plan  Year
               beginning on or after January 1, 1976, must be given
               the opportunity to have his or her benefits paid  in
               accordance with paragraph 8.9.
            
            (c)      The  respective  opportunities  to  elect  [as
               described in (a) and (b) above] must be afforded  to
               the   appropriate  Participants  during  the  period
               commencing on August 23, 1984 and ending on the date
               benefits   would   otherwise   commence   to    said
               Participants.

8.9   Automatic Joint And Survivor Annuity And Early Survivor Annuity   Any
Participant  who  has  elected  pursuant  to  paragraph  8.8(b)   and   any
Participant  who  does not elect under paragraph 8.8(a) or  who  meets  the
requirements  of  paragraph 8.8(a), except that such Participant  does  not
have  at  least ten years of vesting Service when he or she separates  from
Service, shall have his or her benefits distributed in accordance with  all
of  the  following requirements if benefits would have been payable in  the
form of a life annuity.

            (a)      Automatic  Joint  and  Survivor  Annuity.   If
               benefits  in  the  form  of a  life  annuity  become
               payable to a married Participant who:
                 
                 (1)     begins to receive payments under  the
                    Plan on or after Normal Retirement Age, or
                 
                 (2)     dies  on  or after Normal  Retirement
                    Age  while still working for the Employer,
                    or
                 
                 (3)     begins  to  receive  payments  on  or
                    after the Qualified Early Retirement  Age,
                    or
                 
                 (4)     separates  from Service on  or  after
                    attaining   Normal  Retirement   (or   the
                    Qualified Early Retirement Age) and  after
                    satisfying  the  eligibility  requirements
                    for the payment of benefits under the Plan
                    and  thereafter dies before  beginning  to
                    receive  such benefits, then such benefits
                    will  be received under this Plan  in  the
                    form  of  a  Qualified Joint and  Survivor
                    Annuity,   unless   the  Participant   has
                    elected   otherwise  during  the  Election
                    Period.  The Election Period must begin at
                    least  6  months  before  the  Participant
                    attains Qualified Early Retirement Age and
                    end  not  more  than 90  days  before  the
                    commencement  of benefits.   Any  election
                    will  be in writing and may be changed  by
                    the Participant at any time.
            
            (b)      Election   of  Early  Survivor   Annuity.    A
               Participant  who  is  employed after  attaining  the
               Qualified  Early Retirement Age will  be  given  the
               opportunity to elect, during the Election Period, to
               have  a  survivor annuity payable on death.  If  the
               Participant  elects the survivor  annuity,  payments
               under  such  annuity  must  not  be  less  than  the
               payments  which would have been made to  the  Spouse
               under  the  Qualified Joint and Survivor Annuity  if
               the Participant had retired on the day before his or
               her  death.  Any election under this provision  will
               be  in writing and may be changed by the Participant
               at  any  time.   The Election Period begins  on  the
               later of:
                 
                 (1)     the  90th  day before the Participant
                    attains  the  Qualified  Early  Retirement
                    Age, or
                 
                 (2)      the   date  on  which  participation
                    begins,   and   ends  on  the   date   the
                    Participant terminates employment.

               and ends on the date the Participant terminates employment.
8.10  Annuity Contracts  Any annuity contract distributed under  this  Plan
must  be nontransferable.  The terms of any annuity contract purchased  and
distributed  by the Plan to a Participant or Spouse shall comply  with  the
requirements of this Plan.

                                ARTICLE IX

                                 VESTING


9.1   Employee Contributions  A Participant shall always have a 100% vested
and  nonforfeitable  interest in his or her Elective  Deferrals,  Voluntary
Contributions,  Qualified Voluntary Contributions, Rollover  Contributions,
and  Transfer  Contributions plus the earnings thereon.  No  forfeiture  of
Employer  related  contributions (including any minimum contributions  made
under  paragraph  14.2)  will occur solely as a  result  of  an  Employee's
withdrawal of any Employee contributions.

9.2   Employer  Contributions  A Participant shall  acquire  a  vested  and
nonforfeitable  interest  in his or her account  attributable  to  Employer
contributions  in  accordance  with the  table  selected  in  the  Adoption
Agreement,  provided that if a Participant is not already fully vested,  he
or  she  shall  become  so  upon  attaining Normal  Retirement  Age,  Early
Retirement Age, on death prior to normal retirement, on retirement  due  to
Disability, or on termination of the Plan.

9.3  Computation Period  The computation period for purposes of determining
Years  of  Service  and  Breaks  in Service for  purposes  of  computing  a
Participant's  nonforfeitable right to his or her account  balance  derived
from  Employer  contributions shall be determined by the  Employer  in  the
Adoption  Agreement.   In  the event a former Participant  with  no  vested
interest  in  his  or  her  Employer contribution account  requalifies  for
participation  in  the  Plan  after incurring  a  Break  in  Service,  such
Participant shall be credited for vesting with all pre-break and post-break
Service.

9.4   Requalification Prior To Five Consecutive One-Year Breaks In  Service
The  account balance of such Participant shall consist of any undistributed
amount  in  his  or  her account as of the date of re-employment  plus  any
future contributions added to such account plus the investment earnings  on
the  account.   The  Vested Account Balance of such  Participant  shall  be
determined  by multiplying the Participant's account balance  (adjusted  to
include  any  distribution or redeposit made under paragraph 6.3)  by  such
Participant's  vested  percentage.  All Service of  the  Participant,  both
prior  to  and  following the break, shall be counted  when  computing  the
Participant's vested percentage.

9.5  Requalification After Five Consecutive One-Year Breaks In Service   If
such  Participant  is not fully vested upon re-employment,  a  new  account
shall  be  established for such Participant to separate his or her deferred
vested  and nonforfeitable account, if any, from the account to  which  new
allocations will be made.  The Participant's deferred account to the extent
remaining shall be fully vested and shall continue to share in earnings and
losses of the Fund.  When computing the Participant's vested portion of the
new  account,  all  pre-break  and post-break  Service  shall  be  counted.
However, notwithstanding this provision, no such former Participant who has
had  five  consecutive one-year Breaks in Service shall  acquire  a  larger
vested and nonforfeitable interest in his or her prior account balance as a
result of requalification hereunder.

9.6  Calculating Vested Interest  A Participant's vested and nonforfeitable
interest shall be calculated by multiplying the fair market value of his or
her  account  attributable to Employer contributions on the Valuation  Date
preceding  distribution by the decimal equivalent of the vested  percentage
as  of  his  or her termination date.  The amount attributable to  Employer
contributions  for purposes of the calculation includes amounts  previously
paid  out  pursuant  to  paragraph 6.3 and not repaid.   The  Participant's
vested and nonforfeitable interest, once calculated above, shall be reduced
to  reflect  those amounts previously paid out to the Participant  and  not
repaid  by  the  Participant.  The Participant's vested and  nonforfeitable
interest  so determined shall continue to share in the investment  earnings
and any increase or decrease in the fair market value of the Fund up to the
Valuation Date preceding or coinciding with payment.

9.7   Forfeitures   Any  balance in the account of a  Participant  who  has
separated  from  Service  to  which he or she is  not  entitled  under  the
foregoing  provisions, shall be forfeited and applied as  provided  in  the
Adoption  Agreement.   A forfeiture may only occur if the  Participant  has
received  a  distribution from the Plan or if the Participant has  incurred
five   consecutive  1-year  Breaks  in  Service.   Furthermore,  a   Highly
Compensated  Employee's Matching Contributions may be  forfeited,  even  if
vested,  if  the  contributions to which they relate are Excess  Deferrals,
Excess Contributions or Excess Aggregate Contributions.

9.8  Amendment Of Vesting Schedule  No amendment to the Plan shall have the
effect  of  decreasing a Participant's vested interest  determined  without
regard  to  such  amendment as of the later of the date such  amendment  is
adopted or the date it becomes effective.  Further, if the vesting schedule
of  the Plan is amended, or the Plan is amended in any way that directly or
indirectly  affects  the  computation of any  Participant's  nonforfeitable
percentage  or if the Plan is deemed amended by an automatic change  to  or
from  a  Top-Heavy vesting schedule, each Participant with at  least  three
Years  of  Service with the Employer may elect, within a reasonable  period
after  the  adoption  of the amendment, to have his or  her  nonforfeitable
percentage  computed under the Plan without regard to such amendment.   For
Participants who do not have at least one Hour of Service in any Plan  Year
beginning  after  1988,  the  preceding  sentence  shall  be  applied    by
substituting  "five Years of Service" for "three Years  of  Service"  where
such  language appears.  The period during which the election may  be  made
shall commence with the date the amendment is adopted and shall end on  the
later of:

            (a)    60 days after the amendment is adopted;
            
            (b)     60  days after the amendment becomes effective;
               or
            
            (c)     60 days after the Participant is issued written
               notice  of  the  amendment by the  Employer  or  the
               Trustee/Custodian.   If  the  Trustee/Custodian   is
               asked to so notify, the Fund will be charged for the
               costs thereof.

No  amendment to the Plan shall be effective to the extent that it has  the
effect of decreasing a Participant's accrued benefit.  Notwithstanding  the
preceding sentence, a Participant's account balance may be reduced  to  the
extent  permitted  under  Code  Section 412(c)(8)  (relating  to  financial
hardships).  For purposes of this paragraph, a Plan amendment which has the
effect  of  decreasing a Participant's account balance  or  eliminating  an
optional form of benefit, with respect to benefits attributable to  service
before the amendment, shall be treated as reducing an accrued benefit.

9.9   Service  With  Controlled Groups  All Years  of  Service  with  other
members  of a controlled group of corporations [as defined in Code  Section
414(b)],  trades  or businesses under common control [as  defined  in  Code
Section  414(c)], or members of an affiliated service group [as defined  in
Code  Section  414(m)] shall be considered for purposes  of  determining  a
Participant's nonforfeitable percentage.

                                ARTICLE X

                        LIMITATIONS ON ALLOCATIONS
                      AND ANTIDISCRIMINATION TESTING

10.1  Participation  In  This  Plan  Only   If  the  Participant  does  not
participate  in  and has never participated in another  qualified  plan,  a
Welfare  Benefit  Fund  (as defined in paragraph  1.89)  or  an  individual
medical  account, as defined in Code Section 415(l)(2), maintained  by  the
adopting  Employer,  which  provides  an  Annual  Addition  as  defined  in
paragraph 1.4, the amount of Annual Additions which may be credited to  the
Participant's account for any Limitation Year will not exceed the lesser of
the  Maximum Permissible Amount or any other limitation contained  in  this
Plan.  If the Employer contribution that would otherwise be contributed  or
allocated to the Participant's account would cause the Annual Additions for
the  Limitation Year to exceed the Maximum Permissible Amount,  the  amount
contributed  or allocated will be reduced so that the Annual Additions  for
the  Limitation Year will equal the Maximum Permissible Amount.   Prior  to
determining the Participant's actual Compensation for the Limitation  Year,
the Employer may determine the Maximum Permissible Amount for a Participant
on the basis of a reasonable estimate of the Participant's Compensation for
the  Limitation  Year, uniformly determined for all Participants  similarly
situated.   As soon as is administratively feasible after the  end  of  the
Limitation  Year,  the Maximum Permissible Amount for the  Limitation  Year
will  be  determined on the basis of the Participant's actual  Compensation
for the Limitation Year.

10.2 Disposition Of Excess Annual Additions  If, pursuant to paragraph 10.1
or as a result of the allocation of forfeitures, there is an Excess Amount,
the  excess  will  be  disposed of under one of the  following  methods  as
determined  in  the  Adoption Agreement.  If no election  is  made  in  the
Adoption Agreement then method "(a)" below shall apply.

     (a)  Suspense Account Method

                 (1)       Any    Elective    Deferrals    and
                    nondeductible      Employee      Voluntary
                    Contributions   or   Required    Voluntary
                    Contributions,  to the extent  they  would
                    reduce the Excess Amount, will be returned
                    to the Participant;
                 
                 (2)     If after the application of paragraph
                    (1) an Excess Amount still exists, and the
                    Participant is covered by the Plan at  the
                    end  of  the  Limitation Year, the  Excess
                    Amount  in the Participant's account  will
                    be  used  to reduce Employer contributions
                    (including  any allocation of forfeitures)
                    for   such   Participant   in   the   next
                    Limitation   Year,  and  each   succeeding
                    Limitation Year if necessary;
                 
                 (3)     If after the application of paragraph
                    (1) an Excess Amount still exists, and the
                    Participant is not covered by the Plan  at
                    the end of the Limitation Year, the Excess
                    Amount  will  be  held  unallocated  in  a
                    suspense  account.  The  suspense  account
                    will  be applied to reduce future Employer
                    contributions (including allocation of any
                    forfeitures)     for     all     remaining
                    Participants in the next Limitation  Year,
                    and  each  succeeding Limitation  Year  if
                    necessary;
                 
                 (4)     If a suspense account is in existence
                    at  any  time  during the Limitation  Year
                    pursuant  to this paragraph, it  will  not
                    participate    in   the   allocation    of
                    investment   gains  and  losses.    If   a
                    suspense  account is in existence  at  any
                    time  during a particular Limitation Year,
                    all  amounts in the suspense account  must
                    be    allocated    and   reallocated    to
                    Participants' accounts before any Employer
                    contributions     or     any      Employee
                    Contributions may be made to the Plan  for
                    that Limitation Year.  Excess amounts  may
                    not  be  distributed  to  Participants  or
                    former Participants.
       
         (b)  Spillover Method
       
                 (1)       Any    Elective    Deferrals    and
                    nondeductible   Employee   Voluntary    or
                    Required Voluntary Contributions,  to  the
                    extent   they  would  reduce  the   Excess
                    Amount,   will   be   returned   to    the
                    Participant;
                 
                 (2)     Any  Excess  Amount  which  would  be
                    allocated  to the account of an individual
                    Participant  under  the Plan's  allocation
                    formula  will  be  reallocated  to   other
                    Participants in the same manner  as  other
                    Employer    contributions.     No     such
                    reallocation shall be made to  the  extent
                    that  it  will result in an Excess  Amount
                    being  created  in such Participant's  own
                    account.
                 
                 (3)     To the extent that amounts cannot  be
                    reallocated under (1) above, the  suspense
                    account  provisions  of  (a)  above   will
                    apply.

10.3  Participation In This Plan And Another Master and  Prototype  Defined
Contribution  Plan,  Welfare  Benefit Fund Or  Individual  Medical  Account
Maintained By The Employer  The Annual Additions which may be credited to a
Participant's  account  under this Plan for any Limitation  Year  will  not
exceed  the  Maximum  Permissible Amount reduced by  the  Annual  Additions
credited  to  a Participant's account under the other Master  or  Prototype
Defined  Contribution Plans, Welfare Benefit Funds, and individual  medical
accounts  as defined in Code Section 415(l)(2), maintained by the Employer,
which  provide an Annual Addition as defined in paragraph 1.4 for the  same
Limitation  Year.  If the Annual Additions, with respect to the Participant
under other Defined Contribution Plans and Welfare Benefit Funds maintained
by  the  Employer,  are less than the Maximum Permissible  Amount  and  the
Employer  contribution that would otherwise be contributed or allocated  to
the  Participant's account under this Plan would cause the Annual Additions
for  the  Limitation Year to exceed this limitation, the amount contributed
or  allocated will be reduced so that the Annual Additions under  all  such
plans  and funds for the Limitation Year will equal the Maximum Permissible
Amount.  If the Annual Additions with respect to the Participant under such
other Defined Contribution Plans and Welfare Benefit Funds in the aggregate
are equal to or greater than the Maximum Permissible Amount, no amount will
be  contributed or allocated to the Participant's account under  this  Plan
for  the  Limitation  Year.  Prior to determining the Participant's  actual
Compensation  for  the  Limitation Year, the  Employer  may  determine  the
Maximum  Permissible  Amount for a Participant in the manner  described  in
paragraph 10.1.  As soon as administratively feasible after the end of  the
Limitation  Year,  the Maximum Permissible Amount for the  Limitation  Year
will  be  determined on the basis of the Participant's actual  Compensation
for the Limitation Year.

10.4  Disposition Of Excess Annual Additions Under Two Plans  If,  pursuant
to  paragraph  10.3  or as a result of forfeitures, a Participant's  Annual
Additions  under this Plan and such other plans would result in  an  Excess
Amount  for a Limitation Year, the Excess Amount will be deemed to  consist
of  the  Annual  Additions  last  allocated except  that  Annual  Additions
attributable  to  a Welfare Benefit Fund or Individual Medical  Account  as
defined  in  Code Section 415(l)(2) will be deemed to have  been  allocated
first  regardless of the actual allocation date.  If an Excess  Amount  was
allocated  to  a  Participant on an allocation  date  of  this  Plan  which
coincides  with  an  allocation date of another  plan,  the  Excess  Amount
attributed to this Plan will be the product of:

            (a)     the  total Excess Amount allocated as  of  such
               date, times
            
            (b)    the ratio of:
                 
                 (1)     the Annual Additions allocated to the
                    Participant for the Limitation Year as  of
                    such date under the Plan, to
                 
                 (2)     the  total Annual Additions allocated
                    to the Participant for the Limitation Year
                    as  of  such date under this and  all  the
                    other   qualified  Master   or   Prototype
                    Defined Contribution Plans.

Any Excess Amount attributed to this Plan will be disposed of in the manner
described in paragraph 10.2.

10.5  Participation  In  This Plan And Another  Defined  Contribution  Plan
Which  Is  Not  A Master Or Prototype Plan  If the Participant  is  covered
under  another  qualified  Defined  Contribution  Plan  maintained  by  the
Employer  which  is not a Master or Prototype Plan, Annual Additions  which
may  be  credited  to the Participant's account under  this  Plan  for  any
Limitation Year will be limited in accordance with paragraphs 10.3 and 10.4
as  though  the  other  plan were a Master or Prototype  Plan,  unless  the
Employer provides other limitations in the Adoption Agreement.

10.6 Participation In This Plan And A Defined Benefit Plan  If the Employer
maintains,  or  at  any time maintained, a qualified Defined  Benefit  Plan
covering any Participant in this Plan, the sum of the Participant's Defined
Benefit  Plan  Fraction  and Defined Contribution Plan  Fraction  will  not
exceed 1.0 in any Limitation Year. For any Plan Year during which the  Plan
is  Top-Heavy, the Defined Benefit and Defined Contribution Plan  Fractions
shall  be  calculated in accordance with Code Section 416(h).   The  Annual
Additions  which  may be credited to the Participant's account  under  this
Plan  for  any  Limitation  Year will be limited  in  accordance  with  the
provisions set forth in the Adoption Agreement.

10.7 Average Deferral Percentage (ADP) Test  With respect to any Plan Year,
the Average Deferral Percentage for Participants who are Highly Compensated
Employees  and  the  Average Deferral Percentage for Participants  who  are
non-Highly Compensated Employees must satisfy one of the following tests:
            
            (a)     Basic  Test  - The Average Deferral  Percentage
               for   Participants   who  are   Highly   Compensated
               Employees  for the Plan Year is not more  than  1.25
               times   the   Average   Deferral   Percentage    for
               Participants   who   are   non-Highly    Compensated
               Employees for the same Plan Year, or
            
            (b)      Alternative   Test  -  The  Average   Deferral
               Percentage   for   Participants   who   are   Highly
               Compensated  Employees for the Plan  Year  does  not
               exceed   the   Average   Deferral   Percentage   for
               Participants   who   are   non-Highly    Compensated
               Employees  for the same Plan Year by more  than  two
               percentage points provided that the Average Deferral
               Percentage   for   Participants   who   are   Highly
               Compensated Employees is not more than 2.0 times the
               Average Deferral Percentage for Participants who are
               non-Highly Compensated Employees.

10.8 Special Rules Relating To Application Of ADP Test

            (a)      The   Actual  Deferral  Percentage   for   any
               Participant who is a Highly Compensated Employee for
               the  Plan  Year and who is eligible to have Elective
               Deferrals  (and Qualified Non-Elective Contributions
               or  Qualified Matching Contributions,  or  both,  if
               treated  as Elective Deferrals for purposes  of  the
               ADP test) allocated to his or her accounts under two
               or  more  arrangements  described  in  Code  Section
               401(k),  that are maintained by the Employer,  shall
               be determined as if such Elective Deferrals (and, if
               applicable,      such     Qualified     Non-Elective
               Contributions  or Qualified Matching  Contributions,
               or both) were made under a single arrangement.  If a
               Highly  Compensated Employee participates in two  or
               more   cash  or  deferred  arrangements  that   have
               different   Plan   Years,  all  cash   or   deferred
               arrangements ending with or within the same calendar
               year shall be treated as a single arrangement.
            
            (b)     In  the  event  that  this Plan  satisfies  the
               requirements of Code Sections 401(k), 401(a)(4),  or
               410(b),  only if aggregated with one or  more  other
               plans,  or  if one or more other plans  satisfy  the
               requirements   of   such  Code  Sections   only   if
               aggregated  with this Plan, then this Section  shall
               be   applied  by  determining  the  Actual  Deferral
               Percentage of Employees as if all such plans were  a
               single  plan.  For Plan Years beginning after  1989,
               plans  may  be  aggregated in order to satisfy  Code
               Section 401(k) only if they have the same Plan Year.
            
            (c)     For purposes of determining the Actual Deferral
               Percentage  of  a Participant who is a  five-percent
               owner  or  one  of  the ten most highly-paid  Highly
               Compensated  Employees, the Elective Deferrals  (and
               Qualified  Non-Elective Contributions  or  Qualified
               Matching  Contributions,  or  both,  if  treated  as
               Elective Deferrals for purposes of the ADP test) and
               Compensation of such Participant shall  include  the
               Elective  Deferrals  (and, if applicable,  Qualified
               Non-Elective  Contributions and  Qualified  Matching
               Contributions, or both) for the Plan Year of  Family
               Members  as defined in paragraph 1.36 of this  Plan.
               Family   Members,  with  respect  to   such   Highly
               Compensated  Employees,  shall  be  disregarded   as
               separate  Employees in determining the ADP both  for
               Participants   who   are   non-Highly    Compensated
               Employees  and  for  Participants  who  are   Highly
               Compensated Employees. In the event of repeal of the
               family   aggregation   rules  under   Code   Section
               414(q)(6), all applications of such rules under this
               Plan  will  cease as of the effective date  of  such
               repeal.
            
            (d)     For  purposes  of  determining  the  ADP  test,
               Elective     Deferrals,    Qualified    Non-Elective
               Contributions  and Qualified Matching  Contributions
               must be made before the last day of the twelve-month
               period immediately following the Plan Year to  which
               contributions relate.
            
            (e)     The  Employer shall maintain records sufficient
               to  demonstrate satisfaction of the ADP test and the
               amount  of  Qualified Non-Elective Contributions  or
               Qualified Matching Contributions, or both,  used  in
               such test.
            
            (f)     The  determination and treatment of the  Actual
               Deferral Percentage amounts of any Participant shall
               satisfy such other requirements as may be prescribed
               by the Secretary of the Treasury.

10.9 Recharacterization  If the Employer allows for Voluntary Contributions
in  the  Adoption  Agreement, a Participant may treat  his  or  her  Excess
Contributions  as  an  amount  distributed  to  the  Participant  and  then
contributed  by the Participant to the Plan.  Recharacterized amounts  will
remain nonforfeitable and subject to the same distribution requirements  as
Elective  Deferrals.   Amounts  may not  be  recharacterized  by  a  Highly
Compensated  Employee to the extent that such amount  in  combination  with
other  Employee Contributions made by that Employee would exceed any stated
limit  under the Plan on Voluntary Contributions.  Recharacterization  must
occur no later than two and one-half months after the last day of the  Plan
Year  in  which such Excess Contributions arose and is deemed to  occur  no
earlier  than the date the last Highly Compensated Employee is informed  in
writing  of  the  amount  recharacterized  and  the  consequences  thereof.
Recharacterized  amounts  will  be  taxable  to  the  Participant  for  the
Participant's tax year in which the Participant would have received them in
cash.

10.10     Average Contribution Percentage (ACP) Test  If the Employer makes
Matching  Contributions or if the Plan allows Employees to  make  Voluntary
Contributions the Plan must meet additional nondiscrimination  requirements
provided  under Code Section 401(m).  If Employee Contributions  (including
any Elective Deferrals recharacterized as Voluntary Contributions) are made
pursuant  to  this  Plan, then in addition to the ADP  test  referenced  in
paragraph   10.7,  the  Average  Contribution  Percentage  test   is   also
applicable.  The Average Contribution Percentage for Participants  who  are
Highly   Compensated  Employees  for  each  Plan  Year  and   the   Average
Contribution  Percentage  for Participants who are  Non-Highly  Compensated
Employees for the same Plan Year must satisfy one of the following tests:

            (a)      Basic   Test   -   The  Average   Contribution
               Percentage   for   Participants   who   are   Highly
               Compensated  Employees for the Plan Year  shall  not
               exceed  the  Average  Contribution  Percentage   for
               Participants   who   are   non-Highly    Compensated
               Employees for the same Plan Year multiplied by 1.25;
               or
            
            (b)     Alternative Test - The ACP for Participants who
               are  Highly Compensated Employees for the Plan  Year
               shall not exceed the Average Contribution Percentage
               for  Participants  who  are  non-Highly  Compensated
               Employees for the same Plan Year multiplied by two ,
               provided  that  the Average Contribution  Percentage
               for   Participants   who  are   Highly   Compensated
               Employees  does not exceed the Average  Contribution
               Percentage   for  Participants  who  are  non-Highly
               Compensated  Employees by more than two   percentage
               points.

10.11    Special Rules Relating To Application Of ACP Test
            
            (a)     If  one  or  more Highly Compensated  Employees
               participate  in both a cash or deferred  arrangement
               and a plan subject to the ACP test maintained by the
               Employer  and  the sum of the ADP and ACP  of  those
               Highly  Compensated Employees subject to  either  or
               both tests exceeds the Aggregate Limit, then the ADP
               or  ACP  of  those Highly Compensated Employees  who
               also  participate in a cash or deferred  arrangement
               will   be   reduced  (beginning  with  such   Highly
               Compensated  Employee  whose  ADP  or  ACP  is   the
               highest)  as set forth in the Adoption Agreement  so
               that the limit is not exceeded.  The amount by which
               each   Highly  Compensated  Employee's  Contribution
               Percentage Amounts is reduced shall be treated as an
               Excess  Aggregate Contribution.  The ADP and ACP  of
               the  Highly  Compensated  Employees  are  determined
               after  any corrections required to meet the ADP  and
               ACP  tests.  Multiple use does not occur if both the
               ADP and ACP of the Highly Compensated Employees does
               not exceed 1.25 multiplied by the ADP and ACP of the
               non-Highly Compensated Employees.
            
            (b)     For  purposes of this Article, the Contribution
               Percentage  for  any Participant  who  is  a  Highly
               Compensated  Employee and who is  eligible  to  have
               Contribution Percentage Amounts allocated to his  or
               her  account  under two or more plans  described  in
               Code  Section  401(a), or arrangements described  in
               Code  Section  401(k)  that are  maintained  by  the
               Employer,  shall be determined as if  the  total  of
               such  Contribution Percentage amounts was made under
               each   Plan.   If  a  Highly  Compensated   Employee
               participates  in  two  or  more  cash  or   deferred
               arrangements  that have different  Plan  Years,  all
               cash  or deferred arrangements ending with or within
               the  same calendar year shall be treated as a single
               arrangement.
            
            (c)     In  the  event  that  this Plan  satisfies  the
               requirements of Code Sections 401(a)(4), 401(m),  or
               410(b)  only  if aggregated with one or  more  other
               plans,  or  if one or more other plans  satisfy  the
               requirements   of   such  Code  Sections   only   if
               aggregated  with this Plan, then this Section  shall
               be   applied   by   determining   the   Contribution
               Percentage of Employees as if all such plans were  a
               single  plan.  For plan years beginning after  1989,
               plans  may  be  aggregated in order to satisfy  Code
               Section 401(m) only if the aggregated plans have the
               same Plan Year.
            
            (d)     For  purposes  of determining the  Contribution
               percentage  of  a Participant who is a  five-percent
               owner  or  one  of the ten most highly-paid,  Highly
               Compensated  Employees, the Contribution  Percentage
               Amounts  and Compensation of such Participant  shall
               include  the  Contribution  Percentage  Amounts  and
               Compensation for the Plan Year of Family Members  as
               defined  in  Paragraph 1.36 of  this  Plan.   Family
               Members,   with   respect  to   Highly   Compensated
               Employees,   shall   be  disregarded   as   separate
               Employees in determining the Contribution Percentage
               both for Participants who are non-Highly Compensated
               Employees  and  for  Participants  who  are   Highly
               Compensated  Employees.  In the event of  repeal  of
               the  family  aggregation rules  under  Code  Section
               414(q)(6), all applications of such rules under this
               Plan  will  cease as of the effective date  of  such
               repeal.
            
            (e)     For  purposes  of determining the  Contribution
               Percentage   test,   Employee   Contributions    are
               considered  to have been made in the  Plan  Year  in
               which    contributed   to   the   trust.    Matching
               Contributions     and     Qualified     Non-Elective
               Contributions  will be considered made  for  a  Plan
               Year   if  made  no  later  than  the  end  of   the
               twelve-month period beginning on the day  after  the
               close of the Plan Year.
            
            (f)     The  Employer shall maintain records sufficient
               to  demonstrate satisfaction of the ACP test and the
               amount  of  Qualified Non-Elective Contributions  or
               Qualified Matching Contributions, or both,  used  in
               such test.
            
            (g)      The   determination  and  treatment   of   the
               Contribution  Percentage of  any  Participant  shall
               satisfy such other requirements as may be prescribed
               by the Secretary of the Treasury.
            
            (h)     Qualified Matching Contributions and  Qualified
               Non-Elective Contributions used to satisfy  the  ADP
               test may not be used to satisfy the ACP test.
       
                              ARTICLE XI
       
                                ADMINISTRATION
       

11.1 Plan Administrator  The Employer shall be the named fiduciary and Plan
Administrator. These duties shall include:

            (a)     appointing  the  Plan's  attorney,  accountant,
               actuary, or any other party needed to administer the
               Plan,
            
            (b)     directing the Trustee/Custodian with respect to
               payments from the Fund,
            
            (c)     communicating  with Employees  regarding  their
               participation and benefits under the Plan, including
               the administration of all claims procedures,
            
            (d)      filing  any  returns  and  reports  with   the
               Internal  Revenue Service, Department of  Labor,  or
               any other governmental agency,
            
            (e)     reviewing and approving any financial  reports,
               investment reviews, or other reports prepared by any
               party appointed by the Employer under paragraph (a),
            
            (f)     establishing  a funding policy  and  investment
               objectives consistent with the purposes of the  Plan
               and  the Employee Retirement Income Security Act  of
               1974, and
            
            (g)     construing and resolving any question  of  Plan
               interpretation.      The    Plan     Administrator's
               interpretation   of   Plan   provisions    including
               eligibility  and benefits under the Plan  is  final,
               and  unless  it  can be shown to  be  arbitrary  and
               capricious will not be subject to "de novo" review.

11.2 Trustee/Custodian  The Trustee/Custodian shall be responsible for  the
administration  of  investments  held in  the  Fund.   These  duties  shall
include:

            (a)     receiving contributions under the terms of  the
               Plan,
            
            (b)      making   distributions  from   the   Fund   in
               accordance  with written instructions received  from
               an authorized representative of the Employer, and
            
            (c)      keeping   accurate  records   reflecting   its
               administration of the Fund and making  such  records
               available  to  the  Employer for review  and  audit.
               Within  90 days after each Plan Year, and within  90
               days   after   its   removal  or  resignation,   the
               Trustee/Custodian shall file with  the  Employer  an
               accounting of its administration of the Fund  during
               such year or from the end of the preceding Plan Year
               to   the  date  of  removal  or  resignation.   Such
               accounting  shall  include  a  statement   of   cash
               receipts  and disbursements since the  date  of  its
               last  accounting  and shall contain  an  asset  list
               showing the fair market value of investments held in
               the  Fund as of the end of the Plan Year.  The value
               of  marketable investments shall be determined using
               the   most   recent  price  quoted  on  a   national
               securities exchange or over the counter market.  The
               value   of   non-marketable  investments  shall   be
               determined   in   the   sole   judgement   of    the
               Trustee/Custodian  which  determination   shall   be
               binding and conclusive.  The value of investments in
               securities or obligations of the Employer  in  which
               there  is no market shall be determined in the  sole
               judgement  of the Employer and the Trustee/Custodian
               shall  have  no responsibility with respect  to  the
               valuation of such assets.  The Employer shall review
               the  Trustee/Custodian's accounting and  notify  the
               Trustee/Custodian in the event of its disapproval of
               the   report   within   90   days,   providing   the
               Trustee/Custodian with a written description of  the
               items in question.  The Trustee/Custodian shall have
               60  days  to  provide the Employer  with  a  written
               explanation  of  the  items  in  question.   If  the
               Employer  again  disapproves, the  Trustee/Custodian
               shall  file  its accounting in a court of  competent
               jurisdiction for audit and adjudication.
            
            (d)      employing  such  agents,  including  but   not
               limited  to an investment advisor which may  or  may
               not  be a subsidiary or an affiliate of the Trustee,
               attorneys or other professionals as the Trustee  may
               deem  necessary  or advisable in the performance  of
               its duties.

The Trustee's/Custodian's duties shall be limited to those described above.
The  Employer  shall  be  responsible for any other  administrative  duties
required under the Plan or by applicable law.

11.3  Administrative Fees And Expenses  All reasonable costs,  charges  and
expenses   incurred  by  the  Trustee/Custodian  in  connection  with   the
administration of the Fund and all reasonable costs, charges  and  expenses
incurred by the Plan Administrator in connection with the administration of
the   Plan   (including   fees   for  legal  services   rendered   to   the
Trustee/Custodian or Plan Administrator) may be paid by the  Employer,  but
if  not  paid by the Employer when due, shall be paid from the Fund.   Such
reasonable compensation to the Trustee/Custodian as may be agreed upon from
time  to  time  between  the  Employer and the Trustee/Custodian  and  such
reasonable  compensation to the Plan Administrator as may  be  agreed  upon
from  time to time between the Employer and Plan Administrator may be  paid
by  the Employer, but if not paid by the Employer when due shall be paid by
the  Fund.   The Trustee shall have the right to liquidate trust assets  to
cover its fees.  Notwithstanding the foregoing, no compensation other  than
reimbursement for expenses shall be paid to a Plan Administrator who is the
Employer or a full-time Employee of the Employer.  In the event any part of
the Trust/Custodial Account becomes subject to tax, all taxes incurred will
be   paid  from  the  Fund  unless  the  Plan  Administrator  advises   the
Trustee/Custodian not to pay such tax.

11.4 Division Of Duties And Indemnification

            (a)     The  Trustee/Custodian shall have the authority
               and  discretion to manage and govern the Fund to the
               extent  provided in this instrument,  but  does  not
               guarantee  the Fund in any manner against investment
               loss  or  depreciation in asset value, or  guarantee
               the  adequacy of the Fund to meet and discharge  all
               or any liabilities of the Plan.
            
            (b)     The  Trustee/Custodian shall not be liable  for
               the  making, retention or sale of any investment  or
               reinvestment made by it, as  herein provided, or for
               any  loss to, or diminution of the Fund, or for  any
               other  loss  or  damage which may  result  from  the
               discharge  of  its duties hereunder  except  to  the
               extent   it  is  judicially  determined   that   the
               Trustee/Custodian has failed to exercise  the  care,
               skill,    prudence   and   diligence    under    the
               circumstances then prevailing that a prudent  person
               acting  in  a like capacity and familiar  with  such
               matters would use in the conduct of an enterprise of
               a like character with like aims.
            
            (c)      The  Employer  warrants  that  all  directions
               issued  to  the Trustee/Custodian by  it,  the  Plan
               Administrator,   an  investment  manager   appointed
               pursuant  to paragraph 13.7, or any other authorized
               person, will be in accordance with the terms of  the
               Plan  and  not  contrary to the  provisions  of  the
               Employee Retirement Income Security Act of 1974  and
               regulations issued thereunder.
            
            (d)     The  Trustee/Custodian shall not be  answerable
               for  any  action  taken pursuant to  any  direction,
               consent, certificate, or other paper or document  on
               the  belief that the same is genuine and  signed  by
               the  proper person.  All directions by the Employer,
               Participant  or the Plan Administrator shall  be  in
               writing.    The  Employer  shall  deliver   to   the
               Trustee/Custodian   certificates   evidencing    the
               individual or individuals authorized to act  as  set
               forth  in  the Adoption Agreement or as the Employer
               may  subsequently  inform the  Trustee/Custodian  in
               writing  and  shall deliver to the Trustee/Custodian
               specimens of their signatures.
       
            (e)       The    duties   and   obligations   of    the
               Trustee/Custodian   shall  be   limited   to   those
               expressly  imposed  upon it by  this  instrument  or
               subsequently    agreed   upon   by   the    parties.
               Responsibility  for administrative  duties  required
               under  the  Plan  or  applicable law  not  expressly
               imposed  upon or agreed to by the Trustee/Custodian,
               shall rest solely with the Employer.
            
            (f)     The Trustee/Custodian shall be indemnified  and
               saved harmless by the Employer from and against  any
               and all liability to which the Trustee/Custodian may
               be  subjected,  including  all  expenses  reasonably
               incurred  in its defense, for any action or  failure
               to   act   resulting   from  compliance   with   the
               instructions  of  the  Employer,  the  Employees  or
               agents  of the Employer, the Plan Administrator,  or
               any  other  fiduciary  to  the  Plan,  and  for  any
               liability arising from the actions or non-actions of
               any  predecessor Trustee/Custodian or  fiduciary  or
               other fiduciaries of the Plan.
            
            (g)     The  Trustee/Custodian shall not be responsible
               in any way for the application of any payments it is
               directed to make or for the adequacy of the Fund  to
               meet and discharge any and all liabilities under the
               Plan.
       
                             ARTICLE XII
       
                         TRUST FUND/CUSTODIAL ACCOUNT


12.1  The  Fund   The  Fund shall consist of all contributions  made  under
Article  III  and  Article IV of the Plan and the  investment  thereof  and
earnings  thereon. All contributions and the earnings thereon less payments
made  under  the  terms of the Plan, shall constitute the Fund.   The  Fund
shall be administered as provided in this document.

12.2  Control  Of  Plan  Assets  The assets of  the  Fund  or  evidence  of
ownership  shall be held by the Trustee/Custodian under the  terms  of  the
Plan   and  Trust/Custodial  Account.   If  the  assets  represent  amounts
transferred  from  another  trustee/custodian  under  a  former  plan,  the
Trustee/Custodian  named  hereunder  shall  not  be  responsible  for   the
propriety of any investment under the former plan.

12.3  Exclusive Benefit Rules  No part of the Fund shall be  used  for,  or
diverted to, purposes other than for the exclusive benefit of Participants,
former  Participants  with  a  vested  interest,  and  the  beneficiary  or
beneficiaries of deceased Participants having a vested interest in the Fund
at death.

12.4  Assignment  And  Alienation Of Benefits  No right  or  claim  to,  or
interest  in, any part of the Fund, or any payment from the Fund, shall  be
assignable,   transferable,   or  subject  to   sale,   mortgage,   pledge,
hypothecation,   commutation,   anticipation,   garnishment,    attachment,
execution, or levy of any kind.  The Trustee/Custodian shall not  recognize
any  attempt  to  assign,  transfer, sell, mortgage,  pledge,  hypothecate,
commute, or anticipate the same, except to the extent required by law.  The
preceding  sentences  shall  also apply to  the  creation,  assignment,  or
recognition of a right to any benefit payable with respect to a Participant
pursuant to a domestic relations order, unless such order is determined  to
be a Qualified Domestic Relations Order, as defined in Code Section 414(p),
or  any  domestic relations order entered before January 1, 1985 which  the
Plan attorney and Plan Administrator deem to be qualified.

12.5 Determination Of Qualified Domestic Relations Order (QDRO)  A Domestic
Relations Order shall specifically state all of the following in  order  to
be deemed a Qualified Domestic Relations Order ("QDRO"):

            (a)     The  name  and last known mailing  address  (if
               any)  of the Participant and of each alternate payee
               covered by the QDRO.  However, if the QDRO does  not
               specify the current mailing address of the alternate
               payee,  but  the Plan Administrator has  independent
               knowledge  of that address, the QDRO will  still  be
               valid.
            
            (b)      The   dollar  amount  or  percentage  of   the
               Participant's benefit to be paid by the Plan to each
               alternate  payee, or the manner in which the  amount
               or percentage will be determined.
            
            (c)     The number of payments or period for which  the
               order applies.
            
            (d)     The  specific  plan  (by  name)  to  which  the
               domestic relations order applies.

The  Domestic Relations Order shall not be deemed a QDRO if it requires the
Plan to provide:
            
            (e)     any type or form of benefit, or any option  not
               already provided for in the Plan;
            
            (f)     increased  benefits, or benefits in  excess  of
               the Participant's vested rights;
            
            (g)     payment  of a benefit earlier than  allowed  by
               the  Plan's earliest retirement provisions or in the
               case   of  a  profit-sharing  plan,  prior  to   the
               allowability of in-service withdrawals, or
            
            (h)     payment of benefits to an alternate payee which
               are  required to be paid to another alternate  payee
               under another QDRO.

Promptly, upon receipt of a domestic relations order ("order") which may or
may not be "qualified", the Plan Administrator shall notify the Participant
and  any alternate payee(s) named in the order of such receipt, and include
a  copy  of this paragraph 12.5.  The Plan Administrator shall then forward
the  order to the Plan's legal counsel for an opinion as to whether or  not
the order is in fact "Qualified" as defined in Code Section 414(p).  Within
a  reasonable time after receipt of the order, not to exceed 60  days,  the
Plan's  legal  counsel  shall make a determination as  to  its  "qualified"
status  and  the Participant and any alternate payee(s) shall  be  promptly
notified in writing of the determination.

If  the  "qualified" status of the order is in question, there  will  be  a
delay  in  any  payout  to any payee including the Participant,  until  the
status  is resolved.  In such event, the Plan Administrator shall segregate
the  amount that would have been payable to the alternate payee(s)  if  the
order had been deemed a QDRO.  If the order is not qualified, or the status
is  not  resolved  (for example, it has been sent back  to  the  court  for
clarification or modification) within 18 months beginning with the date the
first payment would have to be made under the Order, the Plan Administrator
shall  pay the segregated amounts plus interest to the person(s) who  would
have  been  entitled  to  the  benefits had there  been  no  order.   If  a
determination  as to the qualified status of the order is  made  after  the
18-month period described above, then the order shall only be applied on  a
prospective  basis.   If  the  order  is  determined  to  be  a  QDRO,  the
Participant  and alternate payee(s) shall again be notified promptly  after
such determination.  Once an order is deemed a QDRO, the Plan Administrator
shall  pay  to the alternate payee(s) all the amounts due under  the  QDRO,
including segregated amounts plus interest which may have accrued during  a
dispute as to the order's qualification.

Unless   specified  otherwise  in  the  Adoption  Agreement,  the  earliest
retirement  age with regard to the Participant against whom  the  order  is
entered  shall  be the date the order is determined to be qualified.   This
will only allow payouts to alternate payee(s) and not the Participant.

                               ARTICLE XIII

                               INVESTMENTS


13.1  Fiduciary Standards  The Trustee shall invest and reinvest  principal
and  income  in the same Fund in accordance with the investment  objectives
established by the Employer, provided that:

            (a)     such investments are prudent under the Employee
               Retirement  Income  Security Act  of  1974  and  the
               regulations thereunder,
            
            (b)     such  investments are sufficiently  diversified
               or  otherwise insured or guaranteed to minimize  the
               risk of large losses, and
            
            (c)     such  investments are similar  to  those  which
               would  be  purchased  by another professional  money
               manager  for  a  like  plan with similar  investment
               objectives.

13.2  Funding  Arrangement  The Employer shall, in the Adoption  Agreement,
appoint a Trustee to administer the Fund and/or a Custodian to have custody
of  the Fund.  The Trustee shall invest the Fund in any of the alternatives
available  under  paragraph 13.3.  If a Custodian is  appointed,  the  Fund
shall be invested as provided in paragraph 13.4.

13.3 Investment Alternatives Of The Trustee  The Trustee shall implement an
investment  program based on the Employer's investment objectives  and  the
Employee  Retirement Income Security Act of 1974.  In  addition  to  powers
given by law, the Trustee may:

            (a)     invest  the  Fund  in  any  form  of  property,
               including  common  and  preferred  stocks,  exchange
               traded  put  and call options, bonds,  money  market
               instruments, mutual funds (including funds for which
               the  Trustee/Custodian or its  subsidiaries  or  its
               affiliates  serve  as investment  advisor),  savings
               accounts,  certificates of deposit, Treasury  bills,
               insurance  policies and contracts, or in  any  other
               property,  real or personal, having a  ready  market
               including  securities issued by the  Trustee  and/or
               affiliates  of  the Trustee.  The Trustee  may  also
               make  loans to Plan Participants in accordance  with
               paragraph  13.5 hereof.  The Trustee may  invest  in
               its  own  deposits  and,  if  applicable,  those  of
               affiliates,  which bear a reasonable interest  rate.
               No  portion of any Qualified Voluntary Contribution,
               or  the  earnings thereon, may be invested  in  life
               insurance    contracts    or,    as     with     any
               Participant-directed   investment,    in    tangible
               personal  property characterized by  the  IRS  as  a
               collectible,
            
            (b)     transfer any assets of the Fund to a  group  or
               collective  trust established to permit the  pooling
               of  funds  of  separate pension  and  profit-sharing
               trusts,  provided the Internal Revenue  Service  has
               ruled such group or collective trust to be qualified
               under  Code  Section 401(a) and  exempt  under  Code
               Section  501(a)  (or  the  applicable  corresponding
               provision of any other Revenue Act) or to any  other
               common,  collective, or commingled trust fund  which
               has   been  or  may  hereafter  be  established  and
               maintained    by   the   Trustee/Custodian    and/or
               affiliates    of   the   Trustee/Custodian.     Such
               commingling  of  assets of the Fund with  assets  of
               other  qualified trusts is specifically  authorized,
               and  to the extent of the investment of the Fund  in
               such  a group or collective trust, the terms of  the
               instrument  establishing  the  group  or  collective
               trust  shall  be a part hereof as though  set  forth
               herein.    The  terms  of  said  instrument(s)   may
               authorize  the  Trustee of the group  or  collective
               trust  to  engage in securities lending transactions
               where  fees  may  be  deducted  from  the  group  or
               collective trust's loan income,
            
            (c)     invest  the  Fund  in the  common  stock,  debt
               obligations,  or any other security  issued  by  the
               Employer  or by an affiliate of the Employer  within
               the  limitations provided under Sections  406,  407,
               and  408  of the Employee Retirement Income Security
               Act   of   1974  and  further  provided  that   such
               investment   does   not  constitute   a   prohibited
               transaction  under  Code  Section  4975.   Any  such
               investment in Employer securities shall only be made
               upon written direction of the Employer who shall  be
               solely responsible for propriety of such investment,
            
            (d)     hold cash uninvested and deposit same with  any
               banking  or savings institution, including  its  own
               banking department,
            
            (e)      join   in   or   oppose  the   reorganization,
               recapitalization, consolidation, sale or  merger  of
               corporations or properties, including those in which
               it  is interested as Trustee, upon such terms as  it
               deems wise,
            
            (f)    hold investments in nominee or bearer form,
            
            (g)     vote proxies and, if appropriate, pass them  on
               to  any  investment manager which may have  directed
               the  investment  in the equity giving  rise  to  the
               proxy,
            
            (h)     exercise  all ownership rights with respect  to
               assets held in the Fund.

13.4  Duties Of The Custodian  The Custodian shall be depository of all  or
part  of  the Fund and shall, at the written direction of the Trustee  hold
any assets received from the Trustee or its agents.  The Custodian may rely
upon  any  order, certificate, notice, direction or other written directive
issued  by  the  Trustee or its agents.  The  Custodian shall  receive  and
deliver  assets as instructed by the Trustee or its agents.  To the  extent
that  the  Custodian holds title to Plan assets and such ownership requires
action  on the part of the registered owner, such action will be  taken  by
the  Custodian only upon receipt of specific instructions from the  Trustee
or  its  agents  or an investment manager.  Proxies shall be  voted  by  or
pursuant to the express direction of the Trustee or authorized agent of the
Trustee.  The Custodian shall not give any investment advice, including any
opinion  on the prudence of directed investments.  The Employer and Trustee
and the agents thereof assume all responsibility for adherence to fiduciary
standards under the Employee Retirement Income Security Act of 1974 (ERISA)
and all amendments thereof, and regulations thereunder.

13.5 Participant Loans  If agreed upon by the Trustee and permitted by  the
Employer in the Adoption Agreement, a Plan Participant may make application
to  the Employer requesting a loan from the Fund.  The Employer shall  have
the  sole  right  to  approve  or disapprove  a  Participant's  application
provided  that  loans  shall be made available to  all  Participants  on  a
reasonably  equivalent basis. Loans shall not be made available  to  Highly
Compensated  Employees [as defined in Code Section  414(q)]  in  an  amount
greater  than  the  amount  made available to other  Employees.   Any  loan
granted hereunder shall be made subject to the following rules:

                (a)   No loan granted hereunder shall exceed the lesser  of
          (i)  $50,000  reduced  by  the excess, if  any,  of  the  highest
          outstanding balance of loans during the one year period ending on
          the day before the loan is made, over the outstanding balance  of
          loans from the Plan on the date the loan is made or (ii) one-half
          of  the  fair  market  value  of a Participant's  Vested  Account
          Balance   built   up   from  Employer  Contributions,   Voluntary
          Contributions, and Rollover Contributions.  If the  Participant's
          Vested Account Balance is $20,000 or less, the maximum loan shall
          not  exceed  the  lesser of $10,000 or 100% of the  Participant's
          Vested Account Balance.  For the purpose of the above limitation,
          all  loans from all plans of the Employer and other members of  a
          group of employers described in Code Sections 414(b), 414(c), and
          414(m) are aggregated.  An assignment or pledge of any portion of
          the  Participant's interest in the Plan and a  loan,  pledge,  or
          assignment with respect to any insurance contract purchased under
          the Plan, will be treated as a loan under this paragraph.

          (b)   All  applications  must be made on forms  provided  by  the
          Employer and must be signed by the Participant.

          (c)   Any  loan shall bear interest at a rate reasonable  at  the
          time of application, considering the purpose of the loan and  the
          rate  being  charged by representative commercial  banks  in  the
          local  area for a similar loan unless the Employer sets  forth  a
          different method for determining loan interest rates in its  loan
          procedures.   The  loan  agreement shall also  provide  that  the
          payment  of principal and interest be amortized in level payments
          not less than quarterly.

          (d)  The term of such loan shall not exceed five years except  in
          the  case  of  a  loan  for the purpose of acquiring  any  house,
          apartment,  condominium, or mobile home (not used on a  transient
          basis) which is used or is to be used within a reasonable time as
          the  principal  residence of the Participant or a member  of  the
          Participant's family.  The term of such loan shall be  determined
          by   the  Employer  considering  the  maturity  dates  quoted  by
          representative commercial banks in the local area for  a  similar
          loan.

          (e)   The principal and interest paid by a Participant on his  or
          her  loan shall be credited to the Fund in the same manner as for
          any other Plan investment.  If elected in the Adoption Agreement,
          loans  may be treated as segregated investments of the individual
          Participants.   This provision is not available if  its  election
          will result in discrimination in operation of the Plan.

          (f)   If  a  Participant's loan application is  approved  by  the
          Employer, such Participant shall be required to sign a note, loan
          agreement,  and assignment of 50% of his or her interest  in  the
          Fund  as collateral for the loan. The Participant, except in  the
          case  of  a  profit-sharing plan satisfying the  requirements  of
          paragraph  8.7 must obtain the consent of his or her  Spouse,  if
          any,  within the 90 day period before the time his or her account
          balance  is  used  as security for the loan.  A  new  consent  is
          required  if  the account balance is used for any  renegotiation,
          extension,  renewal or other revision of the loan,  including  an
          increase  in  the amount thereof.  The consent must  be  written,
          must acknowledge the effect of the loan, and must be witnessed by
          a  plan  representative  or notary public.   Such  consent  shall
          thereafter  be binding with respect to the consenting  Spouse  or
          any subsequent Spouse.

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

          (h)  The Employer may also require additional collateral in order
          to adequately secure the loan.

          (i)   A  Participant's  loan  shall immediately  become  due  and
          payable if such Participant terminates employment for any  reason
          or  fails to make a principal and/or interest payment as provided
          in   the   loan   agreement.   If  such  Participant   terminates
          employment,  the  Employer shall immediately request  payment  of
          principal  and interest on the loan.  If the Participant  refuses
          payment  following  termination, the Employer  shall  reduce  the
          Participant's  Vested Account Balance by the remaining  principal
          and  interest  on  his or her loan.  If the Participant's  Vested
          Account  Balance is less than the amount due, the Employer  shall
          take  whatever  steps are necessary to collect  the  balance  due
          directly  from the Participant.  However, no foreclosure  on  the
          Participant's  note  or  attachment of the Participant's  account
          balance  will  occur until a distributable event  occurs  in  the
          Plan.

          (j)   No  loans  will be made to Owner-Employees (as  defined  in
          paragraph 1.51) or Shareholder-Employees (as defined in paragraph
          1.74),  unless  the  Employer obtains  a  prohibited  transaction
          exemption from the Department of Labor.

13.6 Insurance Policies  If agreed upon by the Trustee and permitted by the
Employer  in  the Adoption Agreement, Employees may elect the  purchase  of
life  insurance  policies under the Plan.  If elected, the  maximum  annual
premium  for  a  whole life policy shall not exceed 50%  of  the  aggregate
Employer  contributions allocated to the account  of  a  Participant.   For
profit-sharing  plans  the 50% test need only be applied  against  Employer
contributions  allocated in the last two years.  Whole  life  policies  are
policies with both nondecreasing death benefits and nonincreasing premiums.
The  maximum  annual premium for term contracts or universal life  policies
and  all  other policies which are not whole life shall not exceed  25%  of
aggregate Employer contributions allocated to the account of a Participant.
The  two  year  rule  for profit-sharing plans again applies.  The  maximum
annual  premiums  for  a  Participant with both a whole  life  and  a  term
contract  or  universal life policies shall be limited to one-half  of  the
whole life premiums plus the term premium but shall not exceed one-half  of
the  whole life premium plus the term premium shall not exceed 25%  of  the
aggregate Employer contributions allocated to the account of a Participant,
subject  to  the  two  year rule for profit-sharing  plans.   Any  policies
purchased under this Plan shall be held subject to the following rules:

                     (a)   The Trustee shall be applicant and owner of  any
               policies issued hereunder.

                     (b)   All  policies or contracts purchased  hereunder,
               shall be endorsed as nontransferable, and must provide  that
               proceeds  will  be  payable  to the  Trustee;  however,  the
               Trustee  shall be required to pay over all proceeds  of  the
               contracts  to  the Participant's Designated  Beneficiary  in
               accordance  with the distribution provisions of  this  Plan.
               Under  no circumstances shall the Trust retain any  part  of
               the proceeds.

                     (c)  Each Participant shall be entitled to designate a
               beneficiary under the terms of any contract issued; however,
               such designation will be given to the Trustee which must  be
               the named beneficiary on any policy.  Such designation shall
               remain in force, until revoked by the Participant, by filing
               a  new  beneficiary form with the Trustee.  A  Participant's
               Spouse will be the Designated Beneficiary of the proceeds in
               all  circumstances unless a Qualified Election has been made
               in  accordance  with paragraph 8.4.  The  beneficiary  of  a
               deceased  Participant  shall  receive  in  addition  to  the
               proceeds of the Participant's policy or policies, the amount
               credited to such Participant's investment account.

                     (d)  A Participant who is uninsurable or insurable  at
               substandard rates, may elect to receive a reduced amount  of
               insurance,  if available, or may waive the purchase  of  any
               insurance.

                     (e)   All dividends or other returns received  on  any
               policy  purchased,  shall  be applied  to  reduce  the  next
               premium due on such policy, or if no further premium is due,
               such  amount  shall be credited to the Fund as part  of  the
               account of the Participant for whom the policy is held.

                     (f)   If Employer contributions are inadequate to  pay
               all premiums on all insurance policies, the Trustee may,  at
               the  option of the Employer, utilize other amounts remaining
               in  each  Participant's account to pay the premiums  on  his
               respective policy or policies, allow the policies to  lapse,
               reduce  the  policies  to  a level  at  which  they  may  be
               maintained,  or borrow against the policies  on  a  prorated
               basis, provided that the borrowing does not discriminate  in
               favor   of   the   policies  on  the  lives   of   officers,
               Shareholders, and Highly Compensated Employees.

                     (g)   On retirement or termination of employment of  a
               Participant, the Employer shall direct the Trustee  to  cash
               surrender  the Participant's policy and credit the  proceeds
               to  his  or her account for distribution under the terms  of
               the Plan.  However, before so doing, the Trustee shall first
               offer to transfer ownership of the policy to the Participant
               in exchange for payment by the Participant of the cash value
               of  the policy at the time of transfer.  Such payment  shall
               be  credited  to the Participant's account for  distribution
               under  the  terms of the Plan.  All distributions  resulting
               from  the application of this paragraph shall be subject  to
               the  Joint  and Survivor Annuity Rules of Article  VIII,  if
               applicable.

                     (h)   The Employer shall be solely responsible to  see
               that  these  insurance provisions are administered  properly
               and that if there is any conflict between the provisions  of
               this  Plan and any insurance contracts issued that the terms
               of this Plan will control.

13.7  Employer  Investment Direction  If agreed upon  by  the  Trustee  and
approved by the Employer in the Adoption Agreement, the Employer shall have
the  right  to direct the Trustee with respect to investments of the  Fund,
may  appoint  an  investment manager (registered as an  investment  advisor
under  the Investment Advisors Act of 1940) to direct investments,  or  may
give  the  Trustee investment management responsibility.  The Employer  may
purchase  and  sell  interests in a registered  investment  company  (i.e.,
mutual  funds) for which the Sponsor, its parent, affiliates,  subsidiaries
or  successors,  may  serve as investment advisor and receive  compensation
from  the  registered  investment company for its  services  as  investment
advisor.   The  Employer shall advise the Trustee in writing regarding  the
retention  of investment powers, the appointment of an investment  manager,
or  the  delegation of investment powers to the Trustee.  The  Trustee  may
rely  upon  any  order,  certificate, notice, direction  or  other  written
directive  issued  by  the  Employer,  investment  manager  or  any   other
authorized party which the Trustee believes to be genuine.  In the  absence
of such written directive, the Trustee may invest the available cash in its
discretion  in an appropriate interim investment until specific  investment
directions are received and shall not be responsible for a resulting  loss.
Such  instructions  regarding the delegation of  investment  responsibility
shall  remain  in force until revoked or amended in writing.  The  Employer
must  provide  the  Trustee with written notice of the termination  of  the
appointment of an investment manager.  The Trustee shall not be responsible
for the propriety of any directed investment made and shall not be required
to  consult with or advise the Employer regarding the investment quality of
any  directed  investment  held  hereunder.   The  Trustee  shall  not   be
responsible  for any loss resulting to the Fund by reason of  any  sale  or
investment  made pursuant to the direction of the Employer or an investment
manager.   Notwithstanding  anything in this  Plan  to  the  contrary,  the
Trustee  shall be indemnified and saved harmless by the Employer  from  any
and  all  personal  liability  to which the Trustee  may  be  subjected  by
carrying  out  any  directions of the Employer or  an  investment  manager,
including all expenses reasonably incurred in its defense in the event  the
Employer fails to provide such; provided, however, the Trustee shall not be
so  indemnified if it participates knowingly in, or knowingly undertakes to
conceal,  an  act  or  omission  of an investment  manager,  having  actual
knowledge that such is a breach of a fiduciary duty.  The Trustee shall not
be  deemed  to  have knowingly participated in or knowingly  undertaken  to
conceal  an  act  or omission of an investment manager with knowledge  that
such  act  or  omission was a breach of fiduciary duty by merely  complying
with  directions of an investment manager, or for failure  to  act  in  the
absence of directions of an investment manager, or by reason of maintaining
accounting  records.   If  the Employer fails to  designate  an  investment
manager, the Trustee shall have full investment authority.  If the Employer
does  not issue investment directions, the Trustee shall have authority  to
invest the Fund in its sole discretion.  While the Employer may direct  the
Trustee with respect to Plan investments, the Employer may not:

      (a)  borrow from the Fund or pledge any of the assets of the Fund  as
security for a loan,

      (b)   buy property or assets from or sell property or assets  to  the
Fund,

     (c)  charge any fee for services rendered to the Fund, or

     (d)  receive any services from the Fund on a preferential basis.

13.8  Employee  Investment  Direction  If agreed  to  by  the  Trustee  and
approved  by the Employer in the Adoption Agreement, Participants shall  be
given  the  option to direct the investment of their personal contributions
and their share of the Employer's contribution among alternative investment
funds  established as part of the overall Fund.  Unless otherwise specified
by  the Employer in the Adoption Agreement, such investment funds shall  be
restricted  to  funds offered by the Trustee.  If investments  outside  the
Trustee's/Custodian's control are allowed, Participants may not direct that
investments  be made in collectibles, other than U.S. Government  or  State
issued gold and silver coins.  In this connection, a Participant's right to
direct the investment of any contribution shall apply only to selection  of
the desired fund.  The following rules shall apply to the administration of
such funds.

          (a)  At the time an Employee becomes eligible for the Plan, he or
          she  shall  complete an investment designation form  stating  the
          percentage  of  his or her contributions to be  invested  in  the
          available funds.

          (b)  A Participant may change his or her election with respect to
          future contributions by filing a new investment designation  form
          with  the  Employer in accordance with the procedures established
          by the Plan Administrator.

          (c)   A  Participant may elect to transfer all or part of his  or
          her  balance  from one investment fund to another  by  filing  an
          investment designation form with the Employer in accordance  with
          the procedures established by the Plan Administrator.

          (d)  The Employer shall be responsible when transmitting Employee
          and  Employer  contributions to show  the  dollar  amount  to  be
          credited to each investment fund for each Employee.

          (e)   Except  as  otherwise provided in  the  Plan,  neither  the
          Trustee,  nor the Custodian, nor the Employer, nor any  fiduciary
          of  the Plan shall be liable to the Participant or any of his  or
          her beneficiaries for any loss resulting from action taken at the
          direction  of the Participant and shall be indemnified  and  held
          harmless.
       
                             ARTICLE XIV
       
                             TOP-HEAVY PROVISIONS


14.1  Applicability Of Rules  If the Plan is or becomes  Top-Heavy  in  any
Plan  Year  beginning  after  1983, the provisions  of  this  Article  will
supersede any conflicting provisions in the Plan or Adoption Agreement.

14.2  Minimum  Contribution  Notwithstanding any  other  provision  in  the
Employer's Plan, for any Plan Year in which the Plan is Top-Heavy or  Super
Top-Heavy,  the aggregate Employer contributions and forfeitures  allocated
on  behalf  of  any  Participant (without regard  to  any  Social  Security
contribution)  under this Plan and any other Defined Contribution  Plan  of
the  Employer  shall be lesser of 3% of such Participant's Compensation  or
the  largest  percentage of Employer contributions and  forfeitures,  as  a
percentage  of  the  first  $200,000 of the  Key  Employee's  Compensation,
allocated on behalf of any Key Employee for that year.

Each  Participant who is employed by the Employer on the last  day  of  the
Plan  Year  shall  be entitled to receive an allocation of  the  Employer's
minimum  contribution for such Plan Year.  The minimum  allocation  applies
even though under other Plan provisions the Participant would not otherwise
be  entitled  to  receive an allocation, or would have  received  a  lesser
allocation  for  the year because the Participant fails to  make  Mandatory
Contributions to the Plan, the Participant's Compensation is  less  than  a
stated  amount, or the Participant fails to complete 1,000 Hours of Service
(or  such  lesser  number  designated  by  the  Employer  in  the  Adoption
Agreement)  during the Plan Year.  A Paired profit-sharing plan  designated
to  provide  the  minimum Top-Heavy contribution must do so  regardless  of
profits.  An Employer may make the minimum Top-Heavy contribution available
to all Participants or just non-Key Employees.

For  purposes of computing the minimum allocation, Compensation shall  mean
Compensation as defined in the second paragraph of paragraph  1.12  of  the
Plan.

The Top-Heavy minimum contribution does not apply to any Participant to the
extent  the Participant is covered under any other plan(s) of the  Employer
and  the Employer has provided in Section 11 of the Adoption Agreement that
the  minimum  allocation  or benefit requirements applicable  to  Top-Heavy
Plans will be met in the other plan(s).

If  a  Key  Employee  makes an Elective Deferral or has  an  allocation  of
Matching Contributions made to his or her account, a Top-Heavy minimum will
be  required  for non-Key Employees who are Participants, however,  neither
Elective  Deferrals by nor Matching Contributions to non-Key Employees  may
be  taken  into  account for purposes of satisfying the  top-heavy  Minimum
Contribution requirement.

14.3  Minimum  Vesting  For any Plan Year in which this Plan is  Top-Heavy,
the  minimum  vesting  schedule elected by the  Employer  in  the  Adoption
Agreement  will  automatically apply to the Plan.  If the vesting  schedule
selected by the Employer in the Adoption Agreement is less liberal than the
allowable  schedule, the schedule will automatically be modified.   If  the
vesting  schedule  under  the Employer's Plan  shifts  in  or  out  of  the
Top-Heavy  schedule for any Plan Year, such shift is an  amendment  to  the
vesting  schedule  and the election in paragraph 9.8 of the  Plan  applies.
The  minimum  vesting schedule applies to all accrued benefits  within  the
meaning  of  Code Section 411(a)(7) except those attributable  to  Employee
contributions, including benefits accrued before the effective date of Code
Section  416  and  benefits  accrued  before  the  Plan  became  Top-Heavy.
Further, no reduction in vested benefits may occur in the event the  Plan's
status  as  Top-Heavy changes for any Plan Year.  However,  this  paragraph
does not apply to the account balances of any Employee who does not have an
Hour  of  Service  after  the  Plan initially becomes  Top-Heavy  and  such
Employee's  account  balance  attributable to  Employer  contributions  and
forfeitures will be determined without regard to this paragraph.

14.4  Limitations On Allocations  In any Plan Year in which  the  Top-Heavy
Ratio   exceeds   90%  (i.e.,  the  Plan  becomes  Super  Top-Heavy),   the
denominators of the Defined Benefit Fraction (as defined in paragraph 1.16)
and  Defined Contribution Fraction (as defined in paragraph 1.19) shall  be
computed using 100% of the dollar limitation instead of 125%.

                                ARTICLE XV

                        AMENDMENT AND TERMINATION


15.1  Amendment By Sponsor  The Sponsor may amend any or all provisions  of
this  Plan  and  Trust/Custodial Account at any time without obtaining  the
approval  or  consent  of  any Employer which has  adopted  this  Plan  and
Trust/Custodial  Account  provided that no  amendment  shall  authorize  or
permit  any  part of the corpus or income of the Fund to  be  used  for  or
diverted  to  purposes other than for the exclusive benefit of Participants
and their beneficiaries, or eliminate an optional form of distribution.  In
the  case of a mass-submitted plan, the mass-submitter shall amend the Plan
on behalf of the Sponsor.

15.2  Amendment  By  Employer  The Employer may amend  any  option  in  the
Adoption  Agreement, and may include language as permitted in the  Adoption
Agreement,

            (a)    to satisfy Code Section 415, or
            
            (b)     to  avoid  duplication of minimums  under  Code
               Section 416

because of the required aggregation of multiple plans.

The  Employer  may add certain model amendments published by  the  Internal
Revenue  Service  which specifically provide that their adoption  will  not
cause the Plan to be treated as an individually designed plan for which the
Employer must obtain a separate determination letter.

If  the Employer amends the Plan and Trust/Custodial Account other than  as
provided  above,  the Employer's Plan shall no longer participate  in  this
Prototype Plan and will be considered an individually designed plan.

15.3  Termination  Employers shall have the right to terminate their  Plans
upon  60  days notice in writing to the Trustee/Custodian.  If the Plan  is
terminated,  partially terminated, or if there is a complete discontinuance
of  contributions under a profit-sharing plan maintained by  the  Employer,
all  amounts credited to the accounts of Participants shall vest and become
nonforfeitable.   In  the event of a partial termination,  only  those  who
separate  from Service shall be fully vested.  In the event of termination,
the  Employer  shall  direct  the Trustee/Custodian  with  respect  to  the
distribution of accounts to or for the exclusive benefit of Participants or
their  beneficiaries.  The Trustee/Custodian shall dispose of the  Fund  in
accordance with the written directions of the Plan Administrator,  provided
that  no  liquidation  of  assets and payment of  benefits,  (or  provision
therefor), shall actually be made by the Trustee/Custodian until  after  it
is   established  by  the  Employer  in  a  manner  satisfactory   to   the
Trustee/Custodian,  that  the  applicable  requirements,  if  any,  of  the
Employee  Retirement Income Security Act of 1974 and the  Internal  Revenue
Code governing the termination of employee benefit plans, have been or  are
being,   complied  with,  or  that  appropriate  authorizations,   waivers,
exemptions,   or  variances  have  been,  or  are  being   obtained.    The
Trustee/Custodian  shall not be obliged to distribute  the  Fund  until  it
receives  notice  of a favorable ruling from the Internal  Revenue  Service
upon  the  Employer's application for determination as  to  the  effect  of
termination.

15.4  Qualification Of Employer's Plan  If the adopting Employer  fails  to
attain  or  retain Internal Revenue Service qualification, such  Employer's
Plan  shall  no  longer  participate in this Prototype  Plan  and  will  be
considered an individually designed plan.

15.5 Mergers And Consolidations

            (a)     In  the case of any merger or consolidation  of
               the  Employer's Plan with, or transfer of assets  or
               liabilities  of the Employer's Plan  to,  any  other
               plan,  Participants in the Employer's Plan shall  be
               entitled  to receive benefits immediately after  the
               merger,  consolidation, or transfer which are  equal
               to or greater than the benefits they would have been
               entitled  to receive immediately before the  merger,
               consolidation,  or  transfer if the  Plan  had  then
               terminated.
            
            (b)        Any     corporation    into    which     the
               Trustee/Custodian or any successor trustee/custodian
               may  be merged or with which it may be consolidated,
               or  any  corporation resulting from  any  merger  or
               consolidation to which the Trustee/Custodian or  any
               successor trustee/custodian may be a party,  or  any
               corporation  to which all or substantially  all  the
               trust  business  of  the  Trustee/Custodian  or  any
               successor   trustee/custodian  may  be  transferred,
               shall  be  the  successor of such  Trustee/Custodian
               without  the filing of any instrument or performance
               of any further act, before any court.

15.6  Resignation And Removal  The Trustee/Custodian may resign by  written
notice  to  the  Employer which shall be effective 60 days after  delivery.
The  Employer may discontinue its participation in this Prototype Plan  and
Trust/Custodial  Account  effective upon 60  days  written  notice  to  the
Sponsor.   In  such event the Employer shall, prior to the  effective  date
thereof,  amend the Plan to eliminate any reference to this Prototype  Plan
and Trust/Custodial Account and appoint a successor trustee or custodian or
arrange for another funding agent.  The Trustee/Custodian shall deliver the
Fund  to its successor on the effective date of the resignation or removal,
or  as  soon thereafter as practicable, provided that this shall not  waive
any  lien the Trustee/Custodian may have upon the Fund for its compensation
or  expenses.   If  the  Employer fails to amend the  Plan  and  appoint  a
successor  trustee, custodian, or other funding agent within  the  said  60
days,  or  such  longer  period  as the Trustee/Custodian  may  specify  in
writing,  the  Plan shall be deemed individually designed and the  Employer
shall  be  deemed the successor trustee/custodian.  The Employer must  then
obtain its own determination letter.

15.7  Qualification Of Prototype  The Sponsor intends that  this  Prototype
Plan  will  meet  the  requirements of the Code as  a  qualified  Prototype
Retirement  Plan  and Trust/Custodial Account.  Should the Commissioner  of
Internal  Revenue or any delegate of the Commissioner at any time determine
that the Plan and Trust/Custodial Account fails to meet the requirements of
the  Code,  the Sponsor will amend the Plan and Trust/Custodial Account  to
maintain its qualified status.

                               ARTICLE XVI

                              GOVERNING LAW

Construction,  validity  and  administration  of  the  Prototype  Plan  and
Trust/Custodial Account, and any Employer Plan and Trust/Custodial  Account
as  embodied in the Prototype document and accompanying Adoption Agreement,
shall be governed by Federal law to the extent applicable and to the extent
not applicable by the laws of the State/Commonwealth in which the principal
office  of  the Sponsor or its affiliate which is designated as Trustee  or
Custodian in the Adoption Agreement, is located.


                 PART I - SECTION 401(a)(17) LIMITATION
                 [MAY BE ADOPTED BY DEFINED CONTRIBUTION
                        AND DEFINED BENEFIT PLANS]

     In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary,  for  Plan
Years  beginning  on or after January 1, 1994, the annual  Compensation  of
each  Employee taken into account under the Plan shall not exceed the  OBRA
'93  annual compensation limit.  The OBRA '93 annual compensation limit  is
$150,000,  as  adjusted by the Commissioner for increases in  the  cost  of
living  in  accordance with Section 401(a)(17)(B) of the  Internal  Revenue
Code.   The  cost-of-living in effect for a calendar year  applies  to  any
period,  not  exceeding  12 months, over which Compensation  is  determined
(determination period) beginning in such calendar year.  If a determination
period  consists of fewer than 12 months, the OBRA '93 annual  compensation
limit  will  be  multiplied by a fraction, the numerator of  which  is  the
number of months in the determination period, and the denominator of  which
is 12.

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

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


                             MODEL AMENDMENT
                         Revenue Procedure 93-47

(This model amendment allows Participants receiving distribution from safe-
harbored profit sharing plans to waive the 30-day period required under the
Unemployment Compensation Act of 1992.  Non-safe harbored plans must  still
provide notice not less than 30 days and not more than 90 days prior to the
distribution.)

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

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

          (2)   the  Participant, after receiving the notice, affirmatively
          elects a distribution.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 359936}]
{"company-data": {"conformed-name": "NEWCOR INC", "cik": "0000071745", "assigned-sic": "3559", "irs-number": "380865770", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12931", "film-number": "96636255"}, "business-address": {"street1": "1825 S WOODWARD AVE", "street2": "STE 240", "city": "BLOOMFIELD HILLS", "state": "MI", "zip": "48302", "phone": "8102532400"}, "mail-address": {"street1": "1825 S WOODWARD AVENUE", "street2": "SUITE 240", "city": "BLOOMFIELD HILLS", "state": "MI", "zip": "48302"}}
SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                     
                                 FORM S-8
                                     
                          REGISTRATION STATEMENT
                     UNDER THE SECURITIES ACT OF 1933
                               _____________
                                     
                               NEWCOR, INC.
           (Exact name of registrant as specified in its charter)

                                 Delaware
      (State or other jurisdiction of incorporation or organization)
                                     
                                38-0865770
                   (I.R.S. Employer Identification No.)
                                     
      1825 S. Woodward, Suite 240, Bloomfield Hills, Michigan 48302,
                              (810) 253-2400
(Address, including zip code, and telephone number, including area code, of
                 registrant's principal executive offices)
                                     
                              MIDWEST RUBBER
                                401(k) PLAN
                         (Full title of the plan)
                                     
                             W. John Weinhardt
                   President and Chief Executive Officer
                               Newcor, Inc.
                        1825 S. Woodward, Suite 240
                     Bloomfield Hills, Michigan 48302
                              (810) 253-2400
 (Name, address, including zip code, and telephone number, including area
                        code, of agent for service)
                               _____________
                                     
                                 Copy to:
                           Karen A. McCoy, Esq.
                Miller, Canfield, Paddock and Stone, P.L.C.
                      150 West Jefferson, Suite 2500
                          Detroit, Michigan 48226
                              (313) 963-6420
                                     
                      CALCULATION OF REGISTRATION FEE

Title of     Amount to    Proposed       Proposed    Amount of
each class   be           maximum        maximum     regis-
of           registered   offering       aggregate   tration
securities   (3)          price per      offering    fee
to be                     share (2)      price(2)
registered
(1)
Common       20,000       $8.5           $170,000    $58.62
Stock,       shares
$1.00 par
value

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

     (2)  Pursuant to Rule 457(h)(1) under the Securities Act, the offering
price is based upon the average high and low sales prices of the Common
Stock as reported on the National Association of Securities Dealers
National Market System on September 26, 1996.

     (3)  Shares that may be contributed as or purchased with matching
contributions are not being registered.

                                  PART II
                                     
                 INFORMATION REQUIRED IN THE REGISTRATION
                                 STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents heretofore filed by Registrant pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby
are incorporated in this Registration Statement by reference: (a)
Registrant's Annual Report on Form 10-K for the fiscal year ended October
31, 1995; (b) Registrant's Quarterly Reports on Form 10-Q for the quarters
ended January 31, 1996, April 30, 1996, and July 31, 1996; (c) Midwest
Rubber 401(k) Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 1995; (d) the description of Registrant's common stock, $1.00
par value, included in Registrant's Exchange Act Registration Statement on
Form 8-A, dated December 30, 1991; and (e) Registrant's Form 8-Ks filed on
December 8, 1995, April 4, 1996, and May 21, 1996 (acquisitions and
disposition).  All documents subsequently filed by Registrant pursuant to
Sections 13(a), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the date of filing such documents.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The General Corporation Law ("GCL") of the State of Delaware provides
that a Delaware corporation, such as the registrant, may indemnify a
director or officer against his or her expenses and judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection
with any action, suit or proceeding (other than an action by or in the
right of the corporation) involving such person by reason of the fact that
such person is or was a director or officer, concerning actions taken in
good faith and in a manner reasonably believed to be in or not opposed to
the best interest of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct
was unlawful.  The GCL also provides that in a derivative action, a
Delaware corporation may indemnify its directors and officers against
expenses actually and reasonably incurred to the extent that such director
or officer acted in good faith and in a manner such director or officer
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made with respect to any
claim, issue or matter as to which such director or officer is adjudged to
be liable to the corporation unless and only to the extent that the court
determines upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such director or officer is
fairly and reasonably entitled to indemnity for such expenses which the
court deems proper.  The GCL also generally permits the advancement of a
director's or officer's expenses, including by means of a mandatory charter
or bylaw provision to that effect, in lieu of requiring the authorization
of such advancement by the Board of Directors in specific cases.

     Section 102(b)(7) of the GCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such
provision may not eliminate or limit the liability of a director (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under Section
174 of the GCL (relating to liability for unauthorized acquisitions or
redemptions of, or dividends on, capital stock) or (iv) for any transaction
from which the director derived an improper personal benefit.

     Article Ninth of Registrant's Restated Certificate of Incorporation,
as amended, implements the foregoing provisions and provides as follows:

          NINTH.  (a)  The corporation shall indemnify any person who
     was or is a party or is threatened to be made a party to any
     threatened, pending or completed action, suit or proceeding,
     whether civil, criminal, administrative or investigative (other
     than an action by or in the right of the corporation) by reason
     of the fact that he is or was a director, officer, employee or
     agent of the corporation, or is or was serving at the request of
     the corporation as a director, officer, employee or agent of
     another corporation, partnership, joint venture, trust or other
     enterprise, including service with respect to employee benefit
     plans, against expenses (including attorneys' fees and ERISA
     excise taxes or penalties), judgments, fines and amounts paid in
     settlement actually and reasonably incurred by him in connection
     with such action, suit or proceeding if he acted in good faith
     and in a manner he reasonably believed to be in or not opposed to
     the best interests of the corporation, and, with respect to any
     criminal action or proceeding, had no reasonable cause to believe
     his conduct was unlawful.  The termination of any action, suit or
     proceeding by judgment, order, settlement, conviction, or upon a
     plea of nolo contendere or its equivalent, shall not, of itself,
     create a presumption that the person did not act in good faith
     and in a manner which he reasonably believed to be in or not
     opposed to the best interests of the corporation, and, with
     respect to any criminal action or proceeding, had reasonable
     cause to believe that his conduct was unlawful.

          (b)  The corporation shall indemnify any person who was or
     is a party or is threatened to be made a party to any threatened,
     pending or completed action or suit by or in the right of the
     corporation to procure a judgment in its favor by reason of the
     fact that he is or was a director, officer, employee or agent of
     the corporation, or is or was serving at the request of the
     corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other
     enterprise, including service with respect to employee benefit
     plans, against expenses (including attorneys' fees and ERISA
     excise taxes or penalties), actually and reasonably incurred by
     him in connection with the defense or settlement of such action
     or suit if he acted in good faith and in a manner he reasonably
     believed to be in or not opposed to the best interests of the
     corporation and except that no indemnification shall be made in
     respect of any claim, issue or matter as to which such person
     shall have been adjudged to be liable to the corporation unless
     and only to the extent that the court in which such action or
     suit was brought shall determine upon application that, despite
     the adjudication of liability but in view of all the
     circumstances of the case, such person is fairly and reasonably
     entitled to indemnity for such expenses which such court shall
     deem proper.

          (c)  To the extent that a director, officer, employee or
     agent of the corporation has been successful on the merits or
     otherwise in defense of any action, suit or proceeding referred
     to in paragraphs (a) and (b) of this Article Ninth or in defense
     of any claim, issue or matter therein, he shall be indemnified by
     the corporation against expenses (including attorneys' fees)
     actually and reasonably incurred by him in connection therewith.

          (d)  Any indemnification under paragraphs (a) and (b) of
     this Article Ninth, unless ordered by a court, shall be made by
     the corporation only as authorized in the specific case upon a
     determination that indemnification of the director, officer,
     employee or agent is proper in the circumstances because he has
     met the applicable standard of conduct set forth in said
     paragraphs (a) and (b).  Such determination shall be made (i) by
     the Board of Directors by a majority vote of a quorum consisting
     of directors who were not parties to such action, suit, or
     proceeding, or (ii) if such a quorum is not obtainable, or even
     if obtainable and a quorum of disinterested directors so directs,
     by independent legal counsel (compensated by the corporation) in
     a written opinion, or (iii) by the stockholders.

          (e)  Expenses incurred in defending a civil or criminal
     action, suit or proceeding may be paid by the corporation in
     advance of the final disposition of such action, suit or
     proceeding upon receipt of an undertaking by or on behalf of the
     director, officer, employee or agent to repay such amount if it
     shall ultimately be determined that he is not entitled to be
     indemnified by the corporation as authorized in this Article.

          (f)  The indemnification and advancement of expenses
     provided by or granted pursuant to this Article shall not be
     deemed exclusive of any other rights to which those seeking
     indemnification or advancement of expenses may be entitled under
     any by-law, agreement, vote of stockholders or disinterested
     directors or otherwise, both as to action in his official
     capacity and as to action in another capacity while holding such
     office, and shall continue as to a person who has ceased to be a
     director, officer, employee or agent and shall inure to the
     benefit of the heirs, executors and administrators of such a
     person.

          (g)  The corporation may purchase and maintain insurance on
     behalf of any person who is or was a director, officer, employee
     or agent of the corporation, or is or was serving at the request
     of the corporation as a director, officer, employee or agent of
     another corporation, partnership, joint venture, trust or other
     enterprise against any liability asserted against him and
     incurred by him in any such capacity, or arising out of his
     status as such, whether or not the corporation would have the
     power to indemnify him against such liability under the
     provisions of this Article or of applicable law.  The
     indemnification rights conferred in this Article Ninth shall be
     contract rights between the corporation and the officer or
     director or other individual entitled to indemnification.

          (h)  A director of the corporation shall not be personally
     liable to the corporation or its stockholders for monetary
     damages for breach of fiduciary duty as a director, except for
     liability (i) for any breach of the director's duty of loyalty to
     the corporation or its stockholders, (ii) for acts or omissions
     not in good faith or which involve intentional misconduct or a
     knowing violation of law, (iii) under section 174 of the Delaware
     General Corporation Law, or (iv) for any transaction from which
     the director derived an improper personal benefit.

     Insurance is maintained on a regular basis (and not specifically in
connection with this offering) against liabilities arising on the part of
directors and officers out of their performance in such capacities or
arising on the part of the registrant out of its foregoing indemnification
provisions, subject to certain exclusions and to the policy limits.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The following exhibits are furnished with this Registration Statement:

          Exhibit No.         Description

                              (4)(a)         Restated Certificate of
                         Incorporation of Registrant, dated July 25, 1990
                         (Filed as Exhibit 3(a) to Registrant's Report on
                         Form 10-K for the fiscal year ended October 31,
                         1990 (File number 1-5985) and incorporated herein
                         by reference)

                              (4)(a)(i)      Certificate of Amendment to
                         Restated Certificate of Incorporation of
                         Registrant, filed with the Delaware Secretary of
                         State on March 31, 1992 (Filed as Exhibit
                         (4)(a)(i) to Registrant's registration statement
                         on Form S-8 filed December 15, 1993 (Registration
                         No. 33-72906) and incorporated herein by
                         reference)

                              (4)(b)         By Laws of Registrant as
                         amended to date (Filed as Exhibit 3(b) to
                         Registrant's Report on Form 10-K for the fiscal
                         year ended October 31, 1990  (File number 1-5985)
                         and incorporated herein by reference)

                              (4)(c)         Midwest Rubber 401(k) Plan

                              (4)(c)(i)      Nonstandardized Adoption
                         Agreement of the Prototype Cash or Deferred Profit-
                         Sharing Plan and Trust Sponsored by Comerica Bank
                         dated May 5, 1996

                              (5)(a)         Opinion and consent of Miller,
                         Canfield, Paddock and Stone, P.L.C.

                              (5)(b)         Internal Revenue Service
                         Determination Letter, dated December 9, 1993

                                             The undersigned registrant
                         hereby undertakes that it will submit the Plan and
                         any amendments thereto to the Internal Revenue
                         Service (the "IRS") in a timely manner and will
                         make all changes required by the IRS in order to
                         qualify the Plan under Section 401 of the Internal
                         Revenue Code of 1986, as amended, or any successor
                         thereto.

          (15)           (not applicable)

                              (23)(a)        Consent of Miller, Canfield,
                         Paddock and Stone, P.L.C. (contained in Exhibit
                         (5)(a))

                              (23)(b)        Consent of Coopers & Lybrand,
                         L.L.P.

                              (24)           Powers of attorney (contained
                         in the signature pages hereto)

          (25)           (not applicable)

                              (28)           (not applicable)

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 of 1933;

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

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

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
     not apply if the information required to be included in a post-
     effective amendment by those paragraphs is contained in periodic
     reports filed by the registrant pursuant to Section 13 or Section
     15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference into the registration statement.

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

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

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

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

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Bloomfield Hills, State of
Michigan, on September 27, 1996.

                         NEWCOR, INC.

                         By /s/ W. John Weinhardt
W. John Weinhardt
                         President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated and on the dates indicated below.  By so signing,
each of the undersigned, in his capacity as a director or officer, or both,
as the case may be, of the registrant, does hereby appoint W. John
Weinhardt, William A. Lawson, John J. Garber, and each of them severally,
his true and lawful attorney to execute in his or her name, place and
stead, in his capacity as a director or officer, or both, as the case may
be, of the registrant, any and all amendments to this Registration
Statement including post-effective amendments thereto and all instruments
necessary or incidental in connection therewith, and to file the same with
the Securities and Exchange Commission.  Each of said attorneys shall have
full power and authority to do and perform in the name and on behalf of
each of the undersigned, in any and all capacities, every act whatsoever
requisite or necessary to be done in the premises as fully, and for all
intents and purposes, as each of the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of said
attorneys and each of them.

     The Plan.  Pursuant to the requirements of the Securities Act of 1933,
Fred Davenport (the Plan Administrator of the Midwest Rubber 401(k) Plan)
has caused this Registration Statement to be signed on behalf of the Plan
by the undersigned, thereunto duly authorized in the City of Bay City,
State of Michigan, on June 13, 1996.

                         MIDWEST RUBBER 401(k) PLAN

                         By:  /s/ Fred Davenport
Fred Davenport
                                Plan Administrator

       Signatures              Title                    Date
                                                      
  (1) Principal                                       
Executive Officer:                                    
                                                      
    /s/ W John Weinhardt  President and Chief           June 13, 1996
        W John Weinhardt  Executive Officer           
                                                      
  (2) Principal                                       
Financial Officer and                                 
Principal Accounting                                  
Officer:                                              
                                                      
                          Treasurer, Vice President     June 13, 1996
/s/ John J. Garber        Finance, and Chief          
John J. Garber            Financial                   
                          Officer                     
                                                      
  (3) Directors:                                      
                                                      
   /s/ William A. Lawson  Director and Chairman         June 13, 1996
William A. Lawson                                     
                                                      
                                                      
   /s/ Jerry D. Campbell  Director                      June 13, 1996
       Jerry D. Campbell                              
                                                      
                                                      
  /s/ Shirley E. Gofrank  Director                      June 13, 1996
      Shirley E. Gofrank                              
                                                      
 /s/FrankL.Klapperich Jr  Director                      June 13, 1996
  Frank L. Klapperich Jr                              
                                                      
                                                      
     /s/ Jack R. Lousma   Director                      June 13, 1996
         Jack R. Lousma                               
                                                      
                                                      
    /s/ Richard A. Smith  Director                      June 13, 1996
Richard A. Smith                                      
                                                      
                                                      
    /s/ Kurt O. Tech      Director                      June 13, 1996
Kurt O. Tech                                          
                                                      
   /s/ W. John Weinhardt  Director                      June 13, 1996
       W. John Weinhardt                              

                               EXHIBIT INDEX

    Exhibit No.                  Description

               (4)(a)    Restated Certificate of Incorporation of
               Registrant, dated July 25, 1990 (Filed as Exhibit 3(a) to
               Registrant's Report on Form 10-K for the fiscal year ended
               October 31, 1990 (File number 1-5985) and incorporated
               herein by reference)

               (4)(a)(i) Certificate of Amendment to Restated Certificate
               of Incorporation of Registrant, filed with the Delaware
               Secretary of State on March 31, 1992 (Filed as Exhibit
               (4)(a)(i) to Registrant's registration statement on Form S-8
               filed December 15, 1993 (Registration No. 33-72906) and
               incorporated herein by reference)

               (4)(b)    By Laws of Registrant as amended to date (Filed as
               Exhibit 3(b) to Registrant's Report on Form 10-K for the
               fiscal year ended October 31, 1990 (File number 1-5985) and
               incorporated herein by reference)

               (4)(c)    Midwest Rubber 401(k) Plan

               (4)(c)(i) Nonstandardized Adoption Agreement of the
               Prototype Cash or Deferred Profit-Sharing Plan and Trust
               Sponsored by Comerica Bank dated May 5, 1996

               (5)(a)    Opinion and Consent of Miller, Canfield, Paddock
               and Stone, P.L.C.

               (5)(b)    Internal Revenue Service Determination Letter,
               dated December 9, 1993

               (23)(a)   Consent of Miller, Canfield, Paddock and Stone,
               P.L.C. (contained in Exhibit (5)(a))

     (23)(b)   Consent of Coopers & Lybrand L.L.P.

               (24)      Powers of Attorney (contained in the signature
               pages hereto)
                                                  Exhibit (5)(a)

          [Miller, Canfield, Paddock and Stone, P.L.C. Letterhead]

                            September 27, 1996

Newcor, Inc.
1825 S. Woodward Avenue, Ste. 240
Bloomfield Hills, Michigan 48302

Gentlemen:

     With respect to the registration statement on Form S-8 (the
"Registration Statement") being filed today with the Securities and
Exchange Commission (the "Commission") by Newcor, Inc., a Delaware
corporation (the "Company"), for the purpose of registering under the
Securities Act of 1933, as amended (the "Act"), an indeterminate amount of
interests in the Midwest Rubber 401(k) Plan (the "Plan")  and 20,000 shares
of the common stock, $1.00 par value, of the Company (the "Registered
Shares") that may be acquired at the election of Plan participants under
and pursuant to the Plan (which Registered Shares may consist of shares
already issued or newly issued shares), we, as your counsel, have examined
such certificates, instruments, and documents and have reviewed such
questions of law as we have considered necessary or appropriate for the
purposes of this opinion, and, on the basis of such examination and review,
we advise you that, in our opinion:

     1.   The Registered Shares have been legally authorized.

     2.   When the Registration Statement has become effective and any
newly issued Registered Shares have been acquired at the election of a
participant in accordance with the Plan and paid for, said newly issued
Registered Shares will be validly issued, fully paid, and nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.  In giving this consent, we do not thereby admit
that we are within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission.

                         Very truly yours,

                         MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.

                                                      Exhibit 5(b)

INTERNAL REVENUE SERVICE                     DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P.O. BOX 2508
CINCINNATI, OH  45201              Employer Identification Number:
                                        38-0865770
Date:  DEC 09 1993                 DLN:
                                        380058034
NEWCOR, INC.                       Person to Contact:
1825 S. WOODWARD, SUITE 240             JOANNA WEBER
BLOOMFIELD HILLS, MI  48302        Contact Telephone Number:
                                        (513) 684-3347
                                   Plan Name:
                                        MIDWEST RUBBER 401(k) PLAN

                                   Plan Number:  010

Dear Applicant:

     We have made a favorable determination on your plan, identified above,
based on the information supplied.  Please keep this letter in your
permanent records.

     Continued qualification of the plan under its present form will depend
on its effect in operation.  (See section 1.401-1(b)(3) of the Income Tax
Regulations.)  We will review the status of the plan in operation
periodically.

     The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the
qualified status of your employee retirement plan, and provides information
on the reporting requirements for your plan.  It also describes some events
that automatically nullify it.  It is very important that you read the
publication.

     This letter relates only to the status of your plan under the Internal
Revenue Code.  It is not a determination regarding the effect of other
federal or local statutes.

     This determination letter is applicable for the plan adopted on
September 3, 1992.

     This letter is based upon the certification and demonstrations you
submitted pursuant to Revenue Procedure 91-66.  Therefore, the
certification and demonstrations are considered an integral part of this
letter.  Accordingly, YOU MUST KEEP A COPY OF THESE DOCUMENTS AS A
PERMANENT RECORD OR YOU WILL NOT BE ABLE TO RELY ON THE ISSUES DESCRIBED IN
REVENUE PROCEDURE 91-66.

     We have sent a copy of this letter to your representative as indicated
in the power of attorney.

     If you have questions concerning this matter, please contact the
person whose name and telephone number are shown above.

                              Sincerely yours,

                              /s/ Robert T. Johnson

                              Robert T. Johnson
                              District Director

Enclosures:
Publication 794

                                     
                                                  Exhibit 23 (b)

                    Consent of Independent Accountants
                                     
We consent to the incorporation by reference in this registration statement
on Form S-8 of our report dated December 7, 1995, except as to the
information presented in the first paragraph of Note B for which the date
is January 2, 1996, on our audits of the financial statements of Newcor,
Inc.

We also consent to the incorporation by reference in this registration
statement on Form S-8 of our report dated August 20, 1996, on our audit of
the financial statements of the Midwest Rubber 401(k) Plan for the year
ended December 31, 1995.

COOPERS & LYBRAND L.L.P.

Detroit, Michigan
September 27, 1996

                                Exhibit 4(c)(i)
                                                    Plan #002

                      NONSTANDARDIZED
                     ADOPTION AGREEMENT
         PROTOTYPE CASH OR DEFERRED PROFIT-SHARING
              PLAN AND TRUST/CUSTODIAL ACCOUNT
                        Sponsored by
                       COMERICA BANK
The  Employer  named  below hereby establishes a Cash or  Deferred  Profit-
Sharing  Plan for eligible Employees as provided in this Adoption Agreement
and the accompanying Basic Prototype Plan and Trust/Custodial Account Basic
Plan Document #05.

1. EMPLOYER INFORMATION

             NOTE:       If  multiple  Employers  are  adopting  the  Plan,
             complete  this Section based on the lead Employer.  Additional
             Employers  may adopt this Plan by attaching executed signature
             pages to the back of the Employer's Adoption Agreement.

   (a)  NAME AND ADDRESS:

        Newcor, Inc.
        1825 S. Woodward
        Bloomfield Hills, MI  48302

   (b)  TELEPHONE NUMBER:(810) 253-2405

   (c)  EMPLOYER TAX ID NUMBER:  38-0865770

             TRUST TAX ID NUMBER:

        (d)  FORM OF BUSINESS:

        [  ] (i)  Sole Proprietor

        [  ] (ii) Partnership

        [x]  (iii)     Corporation

        [  ] (iv) "S" Corporation (formerly known as Subchapter S)

        [  ] (v)  Other:

        (e)  NAME OF INDIVIDUAL AUTHORIZED TO ISSUE
        INSTRUCTIONS TO THE TRUSTEE/CUSTODIAN:

        Fred Davenport, John Garber, and Thomas D. Parker

                       (f)  NAME OF PLAN:  Midwest Rubber 401(k) Plan

   (g)  THREE DIGIT PLAN NUMBER
        FOR ANNUAL RETURN/REPORT:   010

2. EFFECTIVE DATE

     (a)    This   is   a   new   Plan  having   an   Effective   Date   of
 .

        (b)  This is an amended Plan.

              The  Effective Date of the original Plan was August  3,  1992
        .

              The  Effective  Date  of the amended  Plan  is  May  1,  1996
        with the exception of Sections 7(f), 7(g) and 12 herein which shall
        be effective as of the first day of the 1989 Plan Year.

        (c)   If  different from above, the Effective Date for  the  Plan's
        Elective Deferral provisions shall be                     .

        (d)  The Effective Date of Trustee or Custodian appointment:
             August 3, 1992              .

              To  the extent the Effective Date of the appointment  of  the
        Trustee  or the Custodian is later than the Effective Date  of  the
        amended  Plan, the Trustee or the Custodian will have no  liability
        for  the  acts  or  the  omissions of the prior  trustee  or  prior
        custodian.   The Employer shall hold the Trustee or  the  Custodian
        harmless  with  respect  to prior acts or omissions  of  the  prior
        trustee or prior custodian.

3. DEFINITIONS

        (a)   "Compensation"  Compensation shall be determined on the basis
        of the following definition of Compensation:

                  [x]  (i)  Code Section 6041 and 6051 Compensation,
        [  ] (ii) Code Section 3401(a) Compensation,
                  [  ] (iii)     Code Section 415 Compensation.

             Compensation shall be determined on the basis of the:

                  [  ] (i)  Plan Year.
        [  ] (ii) Employer's Taxable Year:
                  [x]  (iii)     Calendar Year.

              Compensation  [x]  shall  [   ] shall  not  include  Employer
        contributions made pursuant to a Salary Savings Agreement which are
        not  includable in the gross income of the Employee for the reasons
        indicated  in the definition of Compensation at 1.12 of  the  Basic
        Plan Document #05.

              If  the Employer chooses a non-integrated allocation formula,
        Compensation will exclude:

             [  ] overtime.
             [  ] bonuses.
             [  ] commissions.
                       [  ] other:

             NOTE:      Any  exclusion  of Compensation  must  satisfy  the
             requirements  of  Section  1.401(a)(4)  of  the   Income   Tax
             Regulations  and  Code  Section  414(s)  and  the  regulations
             thereunder.

              For purposes of the Plan, Compensation shall be limited to  $
        ,  the  maximum amount which will be considered for Plan  purposes.
        [If   an  amount  is  specified,  it  will  limit  the  amount   of
        contributions  allowed  on behalf of higher compensated  Employees.
        Completion of this Section is not intended to coordinate  with  the
        $200,000  of  Code Section 415(d), thus the amount should  be  less
        than $200,000 as adjusted for cost-of-living increases.]

        (b)  "Entry Date"

                       [  ] (i)  The first day of the Plan Year nearest the
                  date   on   which  an  Employee  meets  the   eligibility
                  requirements.

                        [   ] (ii) The earlier of the first day of the Plan
                  Year  or  the first day of the seventh month of the  Plan
                  Year  coinciding with or following the date on  which  an
                  Employee meets the eligibility requirements.

                        [   ]  (iii)      The first day of  the  Plan  Year
                  following  the  date  on  which the  Employee  meets  the
                  eligibility requirements.  If this election is made,  the
                  Service  requirement at 4(a)(ii) may not exceed  one-half
                  year  and the age requirement at 4(b)(ii) may not  exceed
                  20-1/2.
                       [  ] (iv) The first day of the month coinciding with
                  or  following  the  date on which an Employee  meets  the
                  eligibility requirements.

                        [x]   (v)  The first day of the Plan Year,  or  the
                  first  day of the fourth month, or the first day  of  the
                  seventh month or the first day of the tenth month, of the
                  Plan  Year coinciding with or following the date on which
                  an Employee meets the eligibility requirements.

        (c)   "Hours of Service"  Shall be determined on the basis  of  the
        method selected below.  Only one method may be selected. The method
        selected  shall be applied to all Employees covered under the  Plan
        as follows:

                        [x]  (i)  On the basis of actual hours for which an
                  Employee is paid or entitled to payment.

             [  ] (ii) On the basis of days worked.
                                  An  Employee shall be credited  with  ten
                  (10)  Hours  of Service if under paragraph  1.42  of  the
                  Basic  Plan Document #05 such Employee would be  credited
                  with at least one (1) Hour of Service during the day.

             [  ] (iii)     On the basis of weeks worked.
                                  An Employee shall be credited with forty-
                  five (45) Hours of Service if under paragraph 1.42 of the
                  Basic  Plan Document #05 such Employee would be  credited
                  with at least one (1) Hour of Service during the week.

             [  ] (iv) On the basis of semi-monthly payroll periods.
                                 An Employee shall be credited with ninety-
                  five (95) Hours of Service if under paragraph 1.42 of the
                  Basic  Plan Document #05 such Employee would be  credited
                  with  at  least one (1) Hour of Service during the  semi-
                  monthly payroll period.

             [  ] (v)  On the basis of months worked.
                                  An  Employee shall be credited with  one-
                  hundred-ninety (190) Hours of Service if under  paragraph
                  1.42  of the Basic Plan Document #05 such Employee  would
                  be  credited with at least one (1) Hour of Service during
                  the month.

        (d)   "Limitation Year"  The 12-consecutive month period commencing
        on January 1 and ending on December 31.

   (e)  "Net Profit"

                        [x]   (i)   Not  applicable (profits  will  not  be
                  required for any contributions to the Plan).

                        [  ] (ii) As defined in paragraph 1.49 of the Basic
                  Plan Document #05.

             [  ] (iii)     Shall be defined as:

                                  (Only use if definition in paragraph 1.49
                  of the Basic Plan Document #05 is to be superseded.)

        (f)   "Plan  Year"  The 12-consecutive month period  commencing  on
        January 1 and ending on December 31.

              If  applicable, the first Plan Year will be a short Plan Year
        commencing on         and ending on        .  Thereafter, the  Plan
        Year shall be as above.

        (g)   "Qualified  Early  Retirement Age"  For  purposes  of  making
        distributions   under  the  provisions  of  a  Qualified   Domestic
        Relations  Order,  the Plan's Qualified Early Retirement  Age  with
        regard  to  the  Participant  against whom  the  order  is  entered
        [x] shall [  ] shall not be the date the order is determined to  be
        qualified.  If "shall" is elected, this will only allow  payout  to
        the alternate payee(s).

        (h)   "Qualified  Joint  and  Survivor  Annuity"   The  safe-harbor
        provisions of paragraph 8.7 of the Basic Plan Document #05 [x]  are
        [   ]  are not applicable.  If not applicable, the survivor annuity
        shall be       % (50%, 66-2/3%, 75% or 100%) of the annuity payable
        during  the lives of the Participant and Spouse.  If no  answer  is
        specified, 50% will be used.

        (i)  "Taxable Wage Base"

                        [x]   (i)   Not Applicable - Plan is not integrated
                  with Social Security.

                        [  ] (ii) The maximum earnings considered wages for
                  such Plan Year under Code Section 3121(a).

                        [   ] (iii)           % (not more than 100%) of the
                  amount  considered wages for such Plan  Year  under  Code
                  Section 3121(a).

                        [   ] (iv) $         , provided that such amount is
                  not  in  excess of the amount determined under  paragraph
                  3(i)(ii) above.

                        [   ] (v)  For the 1989 Plan Year $10,000.  For all
                  subsequent  Plan  Years,  20%  of  the  maximum  earnings
                  considered  wages for such Plan Year under  Code  Section
                  3121(a).

                        NOTE:      Using less than the maximum at (ii)  may
                  result  in a change in the allocation formula in  Section
                  7.

        (j)   "Valuation Date(s)"  Allocations to Participant Accounts will
        be  done  in  accordance with Article V of the Basic Plan  Document
        #05:

             [  ] (i)  Daily
             [  ] (ii) Monthly
             [x]  (iii)Quarterly
             [  ] (iv) Semi-Annually
             [  ] (v)  Annually

        (k)  "Year of Service"

                   (i)  For Eligibility Purposes:  The 12-consecutive month
             period during which an Employee is credited with na (not  more
             than 1,000) Hours of Service.

                  (ii) For Allocation Accrual Purposes:  The 12-consecutive
             month  period during which an Employee is credited with  1,000
             (not more than 1,000) Hours of Service.

                   (iii)For  Vesting  Purposes:  The  12-consecutive  month
             period  during which an Employee is credited with  1,000  (not
             more than 1,000) Hours of Service.

4. ELIGIBILITY REQUIREMENTS

        (a)  Service:

             [  ] (i)  The Plan shall have no Service requirement.

                       [x]  (ii) The Plan shall cover only Employees having
                  completed  at  least 6 months [not more than  three  (3)]
                  Years of Service.  If more than one (1) is specified, for
                  Plan  Years beginning in 1989 and later, the answer  will
                  be deemed to be one (1).

                       NOTE:     If the eligibility period selected is less
                  than  one  year,  an  Employee will not  be  required  to
                  complete  any  specified number of Hours  of  Service  to
                  receive credit for such period.

        (b)  Age:

             [  ] (i)  The Plan shall have no minimum age requirement.

                       [x]  (ii) The Plan shall cover only Employees having
                  attained age 21     (not more than age 21).

        (c)  Classification:

              The  Plan shall cover all Employees who have met the age  and
        Service requirements with the following exceptions:

             [  ] (i)  No exceptions.

                        [  ] (ii) The Plan shall exclude Employees included
                  in a unit of Employees covered by a collective bargaining
                  agreement    between    the   Employer    and    Employee
                  Representatives, if retirement benefits were the  subject
                  of  good  faith bargaining.  For this purpose,  the  term
                  "Employee   Representative"   does   not   include    any
                  organization  more  than  half  of  whose   members   are
                  Employees who are owners, officers, or executives of  the
                  Employer.

                        [   ] (iii)The Plan shall exclude Employees who are
                  nonresident aliens and who receive no earned income  from
                  the Employer which constitutes income from sources within
                  the United States.

                        [x]  (iv) The Plan shall exclude from participation
                  any   nondiscriminatory   classification   of   Employees
                  determined as follows:

                                                            All   employees
                  except those employed by Midwest Rubber
                                                          Division

   (d)  Employees on Effective  Date:

                       [  ] (i)  Employees employed on the Plan's Effective
                  Date  do  not  have  to satisfy the Service  requirements
                  specified above.

                       [  ] (ii) Employees employed on the Plan's Effective
                  Date   do  not  have  to  satisfy  the  age  requirements
                  specified above.
5. RETIREMENT AGES

   (a)  Normal Retirement Age:

              If  the Employer imposes a requirement that Employees  retire
        upon  reaching a specified age, the Normal Retirement Age  selected
        below may not exceed the Employer imposed mandatory retirement age.

                         [x]   (i)   Normal  Retirement  Age  shall  be  65
                  (not to exceed age 65).

                        [   ] (ii) Normal Retirement Age shall be the later
                  of  attaining age        (not to exceed age  65)  or  the
                  (not to exceed the fifth) anniversary of the first day of
                  the  first  Plan Year in which the Participant  commenced
                  participation in the Plan.

   (b)  Early Retirement Age:

             [x]  (i)  Not Applicable.

                        [   ]  (ii) The Plan shall have an Early Retirement
                  Age  of          (not  less  than 55) and  completion  of
                  Years of Service.

6. EMPLOYEE CONTRIBUTIONS

             [x]   (a)   Participants shall be permitted to  make  Elective
             Deferrals  in any amount from 1     % up to 15    %  of  their
             Compensation.

                         If  (a)  is  applicable,  Participants  shall   be
             permitted  to amend their Salary Savings Agreements to  change
             the contribution percentage as provided below:

             [  ] (i)  On the Anniversary Date of the Plan,
                                  [   ] (ii) On the Anniversary Date of the
                       Plan  and  on the first day of the seventh month  of
                       the Plan Year,
                                  [   ] (iii)On the Anniversary Date of the
                       Plan  and  on the first day following any  Valuation
                       Date, or
                       [x]  (iv) Upon 30 days notice to the Employer on any
             calendar       quarter.

             [   ]  (b)   Participants shall be permitted to make after-tax
             Voluntary Contributions.

             [  ] (c)  If necessary to pass the Average Deferral Percentage
             Test,  Participants  [   ]  may [  ]  may  not  have  Elective
             Deferrals recharacterized as Voluntary Contributions.

             NOTE:      The Average Deferral Percentage Test will apply  to
             contributions  under  (a)  above.   The  Average  Contribution
             Percentage  Test will apply to contributions under (b)  above,
             and may apply to (a).

7. EMPLOYER CONTRIBUTIONS AND ALLOCATION THEREOF

             NOTE:     The Employer shall make contributions to the Plan in
             accordance with the formula or formulas selected  below.   The
             Employer's  contribution shall be subject to  the  limitations
             contained  in  Articles  III  and  X.   For  this  purpose,  a
             contribution  for  a  Plan  Year  shall  be  limited  for  the
             Limitation  Year  which ends with or within  such  Plan  Year.
             Also,  the integrated allocation formulas below are  for  Plan
             Years  beginning in 1989 and later.  The Employer's allocation
             for  earlier years shall be as specified in its Plan prior  to
             amendment for the Tax Reform Act of 1986.

   (a)  Profits Requirement:

             (i)  Current or accumulated Net Profits are required for:

                                 [  ] (A)  Matching Contributions.
                                  [  ] (B)  Qualified Non-Elective Contribu
                       tions.
                                 [  ] (C)  Discretionary Contributions.

             (ii) No Net Profits are required for:

                                 [x]  (A)  Matching Contributions.
                                  [x]  (B)  Qualified Non-Elective Contribu
                       tions.
                                 [x]  (C)  Discretionary Contributions.

                         NOTE:       Elective  Deferrals  can   always   be
                  contributed regardless of profits.

[x]     (b)  Salary Savings Agreement:

               The   Employer  shall  contribute  and  allocate   to   each
        Participant's  account an amount equal to the amount withheld  from
        the  Compensation of such Participant pursuant to his or her Salary
        Savings  Agreement.   If  applicable,  the  maximum  percentage  is
        specified in Section 6 above.

              An  Employee who has terminated his or her election under the
        Salary  Savings Agreement other than for Hardship reasons  may  not
        make another Elective Deferral:

             [  ] (i)  until the first day of the next Plan Year.
             [  ] (ii) until the first day of the next valuation period.
                        [x]  (iii)for a period of 6 month(s) (not to exceed
                  12 months).

[x]     (c)  Matching Employer Contribution [See paragraphs (h) and (i)]:

                        [x]   (i)   Percentage Match:  The  Employer  shall
                  contribute in cash or Employer Securities and allocate to
                  each eligible Participant's account an amount equal to 25
                  %  of  the amount contributed and allocated in accordance
                  with  paragraph 7(b) above and (if  checked)        %  of
                  [   ]  the  amount  of  Voluntary Contributions  made  in
                  accordance with paragraph 4.1 of the Basic Plan  Document
                  #05.   The  Employer shall not match Participant Elective
                  Deferrals as provided above in excess of $         or  in
                  excess  of  6%  of the Participant's Compensation  or  if
                  applicable,  Voluntary  Contributions  in  excess  of   $
                  or   in   excess   of         %   of  the   Participant's
                  Compensation.   In  no  event  will  the  match  on  both
                  Elective  Deferrals and Voluntary Contributions exceed  a
                  combined amount of $         or       %.

                        [   ] (ii) Discretionary Match:  The Employer shall
                  contribute  and  allocate to each eligible  Participant's
                  account   a  percentage  of  the  Participant's  Elective
                  Deferral  contributed and allocated  in  accordance  with
                  paragraph  7(b)  above.   The  Employer  shall  set  such
                  percentage  prior  to  the end of  the  Plan  Year.   The
                  Employer  shall not match Participant Elective  Deferrals
                  in  excess of $         or in excess of        %  of  the
                  Participant's Compensation.

                         [    ]  (iii)Tiered  Match:   The  Employer  shall
                  contribute and allocate to each Participant's account  an
                  amount  equal  to       % of the  first        %  of  the
                  Participant's contribution,

                                         %  of  the  next        %  of  the
                  Participant's contribution,

                                         %  of  the  next        %  of  the
                  Participant's contribution.

             NOTE:      Percentages  specified  in  (iii)  above  may   not
             increase  as  the  percentage  of  Participant's  contribution
             increases.

                        [   ]  (iv) Flat Dollar Match:  The Employer  shall
                  contribute and allocate to each Participant's  account  $
                  if the Participant defers at least 1% of Compensation.

                        [   ]  (v)  Percentage of Compensation Match:   The
                  Employer   shall   contribute  and   allocate   to   each
                  Participant's  account        % of  Compensation  if  the
                  Participant defers at least 1% of Compensation.

                        [   ]  (vi) Proportionate Compensation Match:   The
                  Employer   shall   contribute  and   allocate   to   each
                  Participant  who  defers at least 1% of Compensation,  an
                  amount  determined by multiplying such Employer  Matching
                  Contribution by a fraction the numerator of which is  the
                  Participant's Compensation and the denominator  of  which
                  is  the  Compensation  of  all Participants  eligible  to
                  receive such an allocation.

                         [x]    (vii)Qualified  Match:   Employer  Matching
                  Contributions  will  be  treated  as  Qualified  Matching
                  Contributions to the extent specified below:

                                 [  ] (A)  All Matching Contributions.

                       [  ] (B)  None.

                                             [    ]  (C)         %  of  the
                            Employer's Matching Contribution.

                                            [  ] (D)  Up to       % of each
                            Participant's Compensation.

                                            [x]   (E)  The amount necessary
                            to  meet  the [  ] Average Deferral  Percentage
                            (ADP)   Test,   [    ]   Average   Contribution
                            Percentage (ACP) Test, [x] Both the ADP and ACP
                            Tests.

                    (viii)Eligibility   for   Match:    Employer   Matching
             Contributions, whether or not Qualified, will only be made  on
             Employee contributions not withdrawn prior to the end  of  the
             [x] valuation period [  ] Plan Year.

[x]     (d)  Qualified Non-Elective Employer Contribution - [See paragraphs
        (h)   and   (i)]   These  contributions  are  fully   vested   when
        contributed:

              The  Employer  shall  have the right to  make  an  additional
        discretionary  contribution  which  shall  be  allocated  to   each
        eligible  Employee  in proportion to his or her Compensation  as  a
        percentage  of  the Compensation of all eligible  Employees.   This
        part  of  the  Employer's contribution and the  allocation  thereof
        shall  be  unrelated to any Employee contributions made  hereunder.
        The  amount  of  Qualified  Non-Elective Contributions  taken  into
        account  for  purposes of meeting the ADP or ACP test  requirements
        is:

             [  ] (i)  All such Qualified Non-Elective Contributions.

                        [x]  (ii) The amount necessary to meet [  ] the ADP
                  test, [  ] the ACP test, [x] Both the ADP and ACP tests.

             Qualified non-Elective Contributions will be made to:

             [  ] (iii)All Employees eligible to participate.

                        [x]   (iv)  Only  non-Highly Compensated  Employees
                  eligible to participate.

[x]     (e)   Additional  Employer Contribution Other Than  Qualified  Non-
        Elective  Contributions - Non-Integrated [See  paragraphs  (h)  and
        (i)]:

              The  Employer  shall  have the right to  make  an  additional
        discretionary  contribution  which  shall  be  allocated  to   each
        eligible  Employee  in proportion to his or her Compensation  as  a
        percentage  of  the Compensation of all eligible  Employees.   This
        part  of  the  Employer's contribution and the  allocation  thereof
        shall be unrelated to any Employee contributions made hereunder.

[  ]    (f)   Additional  Employer  Contribution  -  Integrated  Allocation
        Formula [See paragraphs (h) and (i)]:

              The  Employer  shall  have the right to  make  an  additional
        discretionary  contribution.  The Employer's contribution  for  the
        Plan  Year plus any forfeitures shall be allocated to the  accounts
        of eligible Participants as follows:

                   (i)   First, to the extent contributions and forfeitures
             are  sufficient, all Participants will receive  an  allocation
             equal to 3% of their Compensation.
                   (ii)  Next,  any  remaining Employer  contributions  and
             forfeitures  will  be  allocated  to  Participants  who   have
             Compensation  in  excess  of  the Taxable  Wage  Base  (excess
             Compensation).  Each such Participant will receive  an  alloca
             tion in the ratio that his or her excess Compensation bears to
             the excess Compensation of all Participants.  Participants may
             only receive an allocation of 3% of excess Compensation.

                   (iii)Next,  any  remaining  Employer  contributions  and
             forfeitures will be allocated to all Participants in the ratio
             that their Compensation plus excess Compensation bears to  the
             total   Compensation   plus   excess   Compensation   of   all
             Participants.  Participants may only receive an allocation  of
             up  to  2.7%  of  their Compensation plus excess Compensation,
             under  this  allocation  method.  If  the  Taxable  Wage  Base
             defined  at Section 3(i) is less than or equal to the  greater
             of  $10,000  or  20%  of the maximum, the  2.7%  need  not  be
             reduced.  If the amount specified is greater than the  greater
             of  $10,000 or 20% of the maximum Taxable Wage Base,  but  not
             more  than  80%, 2.7% must be reduced to 1.3%.  If the  amount
             specified  is  greater  than 80% but less  than  100%  of  the
             maximum Taxable Wage Base, the 2.7% must be reduced to 2.4%.

             NOTE:      If  the  Plan is not Top-Heavy or if the  Top-Heavy
             minimum contribution or benefit is provided under another Plan
             [see   Section   11(c)(ii)]  covering  the   same   Employees,
             sub-paragraphs (i) and (ii) above may be disregarded and 5.7%,
             4.3%  or 5.4%  may be substituted for 2.7%, 1.3% or 2.4% where
             it appears in (iii) above.

                   (iv)  Next,  any  remaining Employer  contributions  and
             forfeitures will be allocated to all Participants (whether  or
             not   they   received  an  allocation  under   the   preceding
             paragraphs)  in the ratio that each Participant's Compensation
             bears to all Participants' Compensation.

[  ]    (g)   Additional  Employer  Contribution -  Alternative  Integrated
        Allocation Formula  [See paragraphs (h) and (i)]:

             The Employer shall have the right to make an additional discre
        tionary  contribution.  To the extent that such  contributions  are
        sufficient, they shall be allocated as follows:

                    %  of  each  eligible Participant's  Compensation  plus
        %  of  Compensation in excess of the Taxable Wage Base  defined  at
        Section 3(i) hereof.  The percentage on excess compensation may not
        exceed  the  lesser  of  (i) the amount  first  specified  in  this
        paragraph or (ii) the greater of 5.7% or the percentage rate of tax
        under  Code  Section 3111(a) as in effect on the first day  of  the
        Plan  Year  attributable to the Old Age (OA) portion of  the  OASDI
        provisions of the Social Security Act.  If the Employer specifies a
        Taxable  Wage Base in Section 3(i) which is lower than the  Taxable
        Wage Base for Social Security purposes (SSTWB) in effect as of  the
        first day of the Plan Year, the percentage contributed with respect
        to  excess  Compensation must be adjusted.  If the  Plan's  Taxable
        Wage Base is greater than the larger of $10,000 or 20% of the SSTWB
        but  not more than 80% of the SSTWB, the excess percentage is 4.3%.
        If  the  Plan's Taxable Wage Base is greater than 80% of the  SSTWB
        but less than 100% of the SSTWB, the excess percentage is 5.4%.

             NOTE:      Only  one  plan maintained by the Employer  may  be
             integrated with Social Security.

   (h)  Allocation of Excess Amounts (Annual Additions):

              In the event that the allocation formula above results in  an
        Excess Amount, such excess shall be:

                        [   ] (i)  placed in a suspense account accruing no
                  gains or losses for the benefit of the Participant.

                         [x]    (ii)  reallocated  as  additional  Employer
                  contributions  to all other Participants  to  the  extent
                  that they do not have any Excess Amount.

   (i)  Minimum Employer Contribution Under Top-Heavy Plans:

              For any Plan Year during which the Plan is Top-Heavy, the sum
        of  the  contributions  and forfeitures as  allocated  to  eligible
        Employees  under paragraphs 7(d), 7(e), 7(f), 7(g) and  9  of  this
        Adoption Agreement shall not be less than the amount required under
        paragraph 14.2 of the Basic Plan document #05.  Top-Heavy  minimums
        will be allocated to:

        [  ] (i)  all eligible Participants.
                        [x]   (ii) only eligible non-Key Employees who  are
                  Participants.

   (j)    Return   of   Excess   Contributions  and/or   Excess   Aggregate
   Contributions:

              In the event that one or more Highly Compensated Employees is
        subject  to  both the ADP and ACP tests and the sum of  such  tests
        exceeds  the  Aggregate  Limit, the  limit  will  be  satisfied  by
        reducing:

                       [  ] (i)  the ADP of the affected Highly Compensated
                  Employees.
                       [  ] (ii) the ACP of the affected Highly Compensated
                  Employees.
                        [x]  (iii)either the ADP and/or ACP of the affected
                  Highly Compensated Employees.

8. ALLOCATIONS TO TERMINATED EMPLOYEES

             [   ]  (a)   The  Employer will not allocate Employer  related
             contributions to Employees who terminate during a  Plan  Year,
             unless  required to satisfy the requirements of  Code  Section
             401(a)(26) and 410(b).  (These requirements are effective  for
             1989 and subsequent Plan Years.)

             [x]   (b)   The  Employer will allocate Employer matching  and
             other  related contributions as indicated below  to  Employees
             who terminate during the Plan Year as a result of:

                  Matching  Other

                       [x]  [x]  (i)  retirement.

             [x]  [x]  (ii) Disability.

             [x]  [x]  (iii)death.

                                       [   ] [  ] (iv) other termination of
                            employment  provided that the  Participant  has
                            completed  a  Year of Service  as  defined  for
                            Allocation Accrual Purposes.

                                       [   ] [  ] (v)  other termination of
                            employment even though the Participant has  not
                            completed a Year of Service.

9. ALLOCATION OF FORFEITURES

             NOTE:      Subsections  (a),  (b)  and  (c)  below  apply   to
             forfeitures   of   amounts   other   than   Excess   Aggregate
             Contributions.

   (a)  Allocation Alternatives:

                         [   ]  (i)   Forfeitures  shall  be  allocated  to
                  Participants  in  the  same  manner  as  the   Employer's
                  contribution.

               If   allocation  to  other  Participants  is  selected,  the
        allocation shall be as follows:

                                       [A]  Amount attributable to Employer
                       discretionary  contributions and Top-Heavy  minimums
                       will be allocated to:

                                                 [   ] all eligible Partici
                            pants under the Plan.

                                                 [   ]  only those  Partici
                            pants  eligible for an allocation  of  Employer
                            contributions in the current year.

                                                 [   ]  only those  Partici
                            pants  eligible for an allocation  of  Matching
                            Contributions in the current year.

                                      [B]  Amounts attributable to Employer
                       Matching Contributions will be allocated to:

                       [  ] all eligible Participants.

                                                 [   ]  only those  Partici
                            pants  eligible  for  allocations  of  Matching
                            Contributions in the current year.

                       [x]  (ii) Forfeitures shall be applied to reduce the
                  Employer's contribution for such Plan Year.

                        [   ]  (iii)Forfeitures shall be applied to  offset
                  administrative  expenses  of the  Plan.   If  forfeitures
                  exceed these expenses, (ii) above shall apply.
   (b)  Date for Reallocation:

             NOTE:      If  no  distribution has  been  made  to  a  former
             Participant,  sub-section  (i)  below  will  apply   to   such
             Participant even if the Employer elects (ii) or (iii) below as
             its normal administrative policy.

                                 [  ] (i)  Forfeitures shall be reallocated
                       at  the end of the Plan Year during which the former
                       Participant incurs his or her fifth consecutive one-
                       year Break In Service.

                                  [ ]  (ii) Forfeitures will be reallocated
                       immediately (as of the next Valuation Date).

                                 [  ] (iii)Forfeitures shall be reallocated
                       at  the end of the Plan Year during which the former
                       Employee  incurs  his  or  her      (first,  second,
                       third,  or  fourth)  consecutive one-year  Break  In
                       Service.

                                  [x]  (iv) Forfeitures will be reallocated
                       immediately (as of the Plan Year end, December 31)

   (c)  Restoration of Forfeitures:

              If  amounts are forfeited prior to five consecutive  one-year
        Breaks  in  Service, the Funds for restoration of account  balances
        will  be  obtained  from  the  following  resources  in  the  order
        indicated (fill in the appropriate number):

        [1]  (i)  Current year's forfeitures.
        [2]  (ii) Additional Employer contribution.
        [3]  (iii)Income or gain to the Plan.

   (d)  Forfeitures of Excess Aggregate Contributions shall be:

                       [x]  (i)  Applied to reduce Employer contributions.

                        [   ]  (ii)  Allocated, after all other forfeitures
                  under  the Plan, to the Matching Contribution account  of
                  each non-highly compensated Participant who made Elective
                  Deferrals  or Voluntary Contributions in the ratio  which
                  each  such  Participant's Compensation for the Plan  Year
                  bears  to the total Compensation of all Participants  for
                  such Plan Year.  Such forfeitures cannot be allocated  to
                  the account of any Highly Compensated Employee.

              Forfeitures  of  Excess Aggregate Contributions  will  be  so
        applied at the end of the Plan Year in which they occur.

10.     CASH OPTION

             [   ]  (a)  The Employer may permit a Participant to elect  to
             defer  to  the Plan, an amount not to exceed        %  of  any
             Employer  paid  cash bonus made for such Participant  for  any
             year.   A  Participant  must file an election  to  defer  such
             contribution at least fifteen (15) days prior to  the  end  of
             the  Plan  Year.   If  the  Employee fails  to  make  such  an
             election,  the entire Employer paid cash bonus  to  which  the
             Participant would be entitled shall be paid as cash and not to
             the  Plan.   Amounts  deferred under  this  Section  shall  be
             treated    for    all   purposes   as   Elective    Deferrals.
             Notwithstanding the above, the election to defer must be  made
             before the bonus is made available to the Participant.

   [x]  (b)  Not Applicable.

11.     LIMITATIONS ON ALLOCATIONS

        [   ]  This  is  the  only  Plan  the Employer  maintains  or  ever
        maintained, therefore, this Section is not applicable.

        [x]   The  Employer  does maintain or has maintained  another  Plan
        (including a Welfare Benefit Fund or an individual medical  account
        (as  defined  in Code Section 415(l)(2)), under which  amounts  are
        treated  as Annual Additions) and has completed the proper Sections
        below.

   Complete  (a),  (b)  and  (c)  only if the Employer  maintains  or  ever
   maintained another qualified plan, including a Welfare Benefit  Fund  or
   an  individual medical account [as defined in Code Section 415(l)(2)] in
   which  any Participant in this Plan is (or was) a participant  or  could
   possibly become a participant.

        (a)   If the Participant is covered under another qualified Defined
        Contribution Plan maintained by the Employer, other than  a  Master
        or Prototype Plan:

                        [x]   (i)  the provisions of Article X of the Basic
                  Plan Document #05 will apply, as if the other plan were a
                  Master or Prototype Plan.

                       [  ] (ii) Attach provisions stating the method under
                  which the plans will limit total Annual Additions to  the
                  Maximum Permissible Amount, and will properly reduce  any
                  Excess  Amounts,  in  a  manner that  precludes  Employer
                  discretion.

        (b)   If  a  Participant is or ever has been  a  participant  in  a
        Defined Benefit Plan maintained by the Employer:

              Attach  provisions which will satisfy the 1.0  limitation  of
        Code  Section  415(e).   Such language must preclude  Employer  dis
        cretion.  The Employer must also specify the interest and mortality
        assumptions  used  in  determining Present  Value  in  the  Defined
        Benefit Plan.

        (c)   The  minimum  contribution or  benefit  required  under  Code
        Section 416 relating to Top-Heavy Plans shall be satisfied by:

             [x]  (i)  this Plan.

             [  ] (ii) _______________________________________
                  (Name of other qualified plan of the Employer).

                       [  ] (iii)Attach provisions stating the method under
                  which the minimum contribution and benefit provisions  of
                  Code Section 416 will be satisfied.  If a Defined Benefit
                  Plan is or was maintained, an attachment must be provided
                  showing  interest and mortality assumptions used  in  the
                  Top-Heavy Ratio.

12.     VESTING

   Employees shall have a fully vested and nonforfeitable interest  in  any
   Employer  contribution  and  the investment  earnings  thereon  made  in
   accordance  with  paragraphs (select one or more  options)  [   ]  7(c),
   [   ]  7(e),  [   ] 7(f), [  ] 7(g) and [  ] 7(i) hereof.  Contributions
   under  paragraph 7(b), 7(c)(vii) and 7(d) are always fully  vested.   If
   one  or  more  of the foregoing options are not selected, such  Employer
   contributions  shall  be subject to the vesting table  selected  by  the
   Employer.

   Each Participant shall acquire a vested and nonforfeitable percentage in
   his  or  her account balance attributable to Employer contributions  and
   the  earnings  thereon under the procedures selected below  except  with
   respect  to any Plan Year during which the Plan is Top-Heavy,  in  which
   case   the   Two-twenty   vesting  schedule   [option   (b)(iv)]   shall
   automatically  apply unless the Employer has already  elected  a  faster
   vesting schedule.  If the Plan is switched to option (b)(iv) because  of
   its  Top-Heavy status, that vesting schedule will remain in effect  even
   if  the Plan later becomes non-Top-Heavy until the Employer executes  an
   amendment of this Adoption Agreement indicating otherwise.

   (a)  Computation Period:

              The  computation period for purposes of determining Years  of
        Service  and  Breaks  in  Service  for  purposes  of  computing   a
        Participant's  nonforfeitable right to his or her  account  balance
        derived from Employer contributions:

                       [  ] (i)  shall not be applicable since Participants
                  are always fully vested,

                        [   ]  (ii) shall commence on the date on which  an
                  Employee  first  performs  an Hour  of  Service  for  the
                  Employer and each subsequent 12-consecutive month  period
                  shall commence on the anniversary thereof, or

                        [x]   (iii)shall commence on the first day  of  the
                  Plan Year during which an Employee first performs an Hour
                  of  Service  for  the  Employer and each  subsequent  12-
                  consecutive   month   period  shall   commence   on   the
                  anniversary thereof.

   A  Participant shall receive credit for a Year of Service if he  or  she
   completes  at least 1,000 Hours of Service [or if lesser, the number  of
   hours  specified at 3(k)(iii) of this Adoption Agreement]  at  any  time
   during  the  12-consecutive month computation period.   Consequently,  a
   Year  of  Service  may be earned prior to the end of the  12-consecutive
   month computation period and the Participant need not be employed at the
   end of the 12-consecutive month computation period to receive credit for
   a Year of Service.

   (b)  Vesting Schedules:

             NOTE:      The  vesting  schedules  below  only  apply  to   a
             Participant  who  has at least one Hour of Service  during  or
             after  the  1989  Plan Year.  If applicable, Participants  who
             separated from Service prior to the 1989 Plan Year will remain
             under  the vesting schedule as in effect in the Plan prior  to
             amendment for the Tax Reform Act of 1986.

        (i)  Full and immediate vesting.
                                Years of Service
                 1    2    3    4    5    6    7
        (ii)     %  100%
        (iii)    30%  60%  100%
        (iv)     %   20%  40%  60%  80% 100%
        (v)      %     %  20%  40%  60%  80% 100%
        (vi)     10% 20%  30%  40%  60%  80% 100%
        (vii)     %     %    %   %          100%
        (viii)    %     %    %   %    %   %   100%

             NOTE:     The percentages selected for schedule (viii) may not
             be  less  for any year than the percentages shown at  schedule
             (v).

                   [x]   All contributions other than those which are fully
             vested when contributed will vest under schedule iii   above.

                   [   ]  Contributions other than those  which  are  fully
             vested when contributed will vest as provided below:

                Vesting
             Option Selected          Type Of Employer Contribution

7(c) Employer Match on Salary Savings

7(c) Employer Match on
                                      Employee Voluntary

7(e) Employer Discretionary

7(f) and (g) Employer

Discretionary -Integrated

   (c)  Service Disregarded for Vesting:

                        [   ]  (i)  Service prior to the Effective Date  of
                  this Plan or a predecessor plan shall be disregarded when
                  computing   a  Participant's  vested  and  nonforfeitable
                  interest.

                        [x]   (ii)  Service  prior to a Participant  having
                  attained  age  18 shall be disregarded when  computing  a
                  Participant's vested and nonforfeitable interest.

13.     SERVICE WITH PREDECESSOR ORGANIZATION

   For  purposes  of  satisfying the Service requirements for  eligibility,
   Hours  of  Service shall include Service with the following  predecessor
   organization(s):
   (These hours will also be used for vesting purposes.)

   Original service date with Midwest Rubber, Inc. will be used to
   determine vesting service under this plan.

14.     ROLLOVER/TRANSFER CONTRIBUTIONS

        (a)   Rollover Contributions, as described at paragraph 4.3 of  the
        Basic Plan Document #05, [x] shall [  ] shall not be permitted.  If
        permitted,   Employees  [x]  may  [   ]  may  not   make   Rollover
        Contributions  prior  to meeting the eligibility  requirements  for
        participation in the Plan.

        (b)   Transfer Contributions, as described at paragraph 4.4 of  the
        Basic Plan Document #05 [x] shall [  ] shall not be permitted.   If
        permitted,   Employees  [x]  may  [   ]  may  not   make   Transfer
        Contributions  prior  to meeting the eligibility  requirements  for
        participation in the Plan.

             NOTE:     Even if available, the Employer may refuse to accept
             such contributions if its Plan meets the safe-harbor rules  of
             paragraph 8.7 of the Basic Plan Document #05.

15.     HARDSHIP WITHDRAWALS

   Hardship withdrawals, as provided for in paragraph 6.9 of the Basic Plan
   Document #05, [x] are [  ] are not permitted.

16.     PARTICIPANT LOANS

   Participant loans, as provided for in paragraph 13.5 of the  Basic  Plan
   Document  #05, [  ] are [x] are not permitted.  If permitted, repayments
   of  principal  and  interest shall be repaid to [  ]  the  Participant's
   segregated account or [  ] the general Fund.

17.     INSURANCE POLICIES

   The  insurance  provisions of paragraph 13.6 of the Basic Plan  Document
   #05 [  ] shall [x] shall not be applicable.

18.     EMPLOYER INVESTMENT DIRECTION

   With  respect  to  Employer Matching Contributions  that  are  not  100%
   vested,  the Employer investment direction provisions, as set  forth  in
   paragraph 13.7 of the Basic Plan Document #05, [x] shall [  ] shall  not
   be applicable.

19.     EMPLOYEE INVESTMENT DIRECTION

        (a)  The Employee investment direction provisions, as set forth  in
        paragraph 13.8 of the Basic Plan Document #05, [x] shall [  ] shall
        not be applicable.

        If applicable, Participants may direct their investments:

             [x]  (i)  among funds offered by the Trustee.

             [  ] (ii) among any allowable investments.

        (b)   Participants may direct the following kinds of  contributions
        and the earnings thereon (check all applicable):

             [  ] (i)  All contributions

             [x]  (ii) Elective Deferrals

             [  ] (iii)Employee Voluntary Contributions (after-tax)

             [  ] (iv) Employee Mandatory Contributions (after-tax)

             [x]  (v)  Employer Qualified Matching Contributions

                       [x]  (vi) Other Employer Matching Contributions, but
                  only  to  the  extent the Participant is 100%  vested  in
                  those contributions.

             [x]  (vii)Employer Qualified Non-Elective Contributions

             [x]  (viii)Employer discretionary contributions

             [x]  (ix) Rollover Contributions

             [x]  (x)  Transfer Contributions

                        [   ] (xi) All of above which are checked, but only
                  to  the  extent that the Participant is vested  in  those
                  contributions.

             NOTE:     To the extent that Employee investment direction was
             previously allowed, it shall continue to be allowed  on  those
             amounts and the earnings thereon.

20.     EARLY PAYMENT OPTION

        (a)   A Participant who separates from Service prior to retirement,
        death  or Disability [x] may [  ] may not make application  to  the
        Employer  requesting an early payment of his or her Vested  Account
        Balance.

        (b)   A Participant who has not separated from Service [  ] may [x]
        may  not  obtain  a  distribution of his  or  her  vested  Employer
        contributions.  Distribution can only be made if the Participant is
        100% vested.

        (c)   A  Participant who has attained the Plan's Normal  Retirement
        Age  and  who has not separated from Service [x] may [  ]  may  not
        receive a distribution of his or her Vested Account Balance.

             NOTE:     If the Participant has had the right to withdraw his
             or  her  account balance in the past, this right  may  not  be
             taken  away.   Notwithstanding the  above,  to  the  contrary,
             required  minimum distributions will be paid.  For  timing  of
             distributions, see Section 21 below.

21.     DISTRIBUTION OPTIONS

   (a)  Timing of Distributions:

              In  cases of termination for other than death, Disability  or
        retirement, benefits shall be paid:

                        [   ]  (i)   As  soon as administratively  feasible
                  following  the  close  of the Plan Year  during  which  a
                  distribution is requested or is otherwise payable.

                        [x]   (ii)  As  soon as administratively  feasible,
                  following  the date on which a distribution is  requested
                  or is otherwise payable.

                        [   ]  (iii)As  soon as administratively  feasible,
                  after  the  close  of  the Plan  Year  during  which  the
                  Participant incurs       consecutive one-year  Breaks  in
                  Service.

                        [   ]  (iv) Only after the Participant has achieved
                  the  Plan's  Normal Retirement Age, or  Early  Retirement
                  Age, if applicable.

             In cases of death, Disability or retirement, benefits shall be
        paid:

                        [   ]  (v)   As  soon as administratively  feasible
                  following  the  close  of the Plan Year  during  which  a
                  distribution is requested or is otherwise payable.

                        [x]   (vi)  As  soon as administratively  feasible,
                  following  the date on which a distribution is  requested
                  or is otherwise payable.

                        [   ]  (vii)As  soon as administratively  feasible,
                  after  the  close  of  the Plan  Year  during  which  the
                  Participant incurs       consecutive one-year  Breaks  in
                  Service.

                        [   ] (viii)Only after the Participant has achieved
                  the  Plan's  Normal Retirement Age, or  Early  Retirement
                  Age, if applicable.

   (b)  Optional Forms of Payment:

             [x]  (i)  Lump Sum.

             [  ] (ii) Installment Payments.

             [  ] (iii)Life Annuity*.

             [  ] (iv) Life Annuity  Term Certain*.
                                             Life   Annuity  with  payments
                       guaranteed  for           years (not  to  exceed  20
                       years, specify all applicable).

                       [  ] (v)  Joint and [  ] 50%, [  ] 66-2/3%, [  ] 75%
                  or [  ] 100% survivor annuity* (specify all applicable).

                       [  ] (vi) Other form(s) specified:

              *Not available in Plan meeting provisions of paragraph 8.7 of
        Basic Plan Document #05.

   (c)  Recalculation of Life Expectancy:

               In   determining  required  distributions  under  the  Plan,
        Participants  and/or their Spouse (Surviving  Spouse)  [   ]  shall
        [   ]  shall  not  have  the right to have  their  life  expectancy
        recalculated annually.

        If "shall",

        [  ] only the Participant shall be recalculated.
        [  ] both the Participant and Spouse shall be recalculated.
        [  ] who is recalculated shall be determined by the Participant.

22.     PROTECTED BENEFITS UNDER INTERNAL REVENUE CODE SECTION 411(d)(6)

        [  ] The Employer is attaching to this Adoption Agreement a list of
        Section  411(d)(6)  protected benefits from a prior  plan  document
        which this Plan amends.

        [x]  Not applicable.

23.     SPONSOR CONTACT

   Employers  should direct questions concerning the language contained  in
   and qualification of the Prototype to:

   (Job Title)  Kim O'Connor, Trust Administrator
   (Phone Number) 313-222-0055

   In  the  event  that the Sponsor amends, discontinues or  abandons  this
   Prototype Plan, notification will be provided to the Employer's  address
   provided on the first page of this Agreement.

24.     SIGNATURES:

   Due  to  the significant tax ramifications, the Sponsor recommends  that
   before you execute this Adoption Agreement, you contact your attorney or
   tax advisor, if any.

        (a)  EMPLOYER:

              Name  and address of Employer if different than specified  in
        Section 1 above.

              This  Agreement and the corresponding provisions of the  Plan
        and Trust/Custodial Account Basic Plan Document #05 were adopted by
        the Employer the 5th day of May 1996.

             Signed for the Employer by:Thomas D. Parker

                   Title:            VP           Human           Resources

                     Signature:         /s/Thomas         D.         Parker
        

             The Employer understands that its failure to properly complete
        the Adoption Agreement may result in disqualification of its Plan.

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

              This Adoption Agreement may only be used in conjunction  with
        Basic Plan Document #05.

[x]     (b)  TRUSTEE:

             Name of Trustee:

             Comerica Bank

              The  assets of the Fund shall be invested in accordance  with
        paragraph 13.3 of the Basic Plan Document #05 as a Trust.  As such,
        the Employer's Plan as contained herein was accepted by the Trustee
        the 5th day of May 1996.

   Signed for the Trustee by:  Kim O'Connor
   Title: Trust Administrator

   Signature: /s/Kimberly O'Connor

[  ]    (c)  CUSTODIAN:

             Name of Custodian:

              The  assets of the Fund shall be invested in accordance  with
        paragraph  13.4  of  the Basic Plan Document  #05  as  a  Custodial
        Account.   As  such,  the Employer's Plan as contained  herein  was
        accepted by the Custodian the        day of                       ,
        19    .

   Signed for the Custodian by:

   Title:

   Signature:

        (d)  SPONSOR:

             The Employer's Agreement and the corresponding provisions of
        the Plan and Trust/Custodial Account Basic Plan Document #05 were
        accepted by the Sponsor the 5th day of May 1996.

   Signed for the Sponsor by:  Kim O'Connor
   Title:  Trust Administrator

   Signature: /s/Kimberly O'Connor

[X]     (e)  ATTORNEY CONTACT:

                                            Name:    Deborah W. Thompson
                                             Firm  Name:  Miller, Canfield,
                       Paddock and Stone
                                            Address:      150 W. Jefferson,
                       Suite 2500
                       Detroit, MI  48226
                                               Telephone   No.:       (313)
                       963-6420

                                        Exhibit 4(c)

              PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN
                       AND TRUST/CUSTODIAL ACCOUNT

                               Sponsored By

                              COMERICA BANK

                         BASIC PLAN DOCUMENT #05

                                                  January 1993

COPYRIGHT 1993 THE McKAY HOCHMAN COMPANY, INC.
THIS  DOCUMENT  IS COPYRIGHTED UNDER THE LAWS OF THE UNITED  STATES.   USE,
DUPLICATION  OR  REPRODUCTION, INCLUDING THE USE OF  ELECTRONIC  MEANS,  IS
PROHIBITED BY LAW WITHOUT THE EXPRESS CONSENT OF THE AUTHOR.

                            TABLE OF CONTENTS

PARAGRAPH                                       PAGE
                                 ARTICLE I
                                DEFINITIONS

1.1       Actual Deferral Percentage
1.2       Adoption Agreement
1.3       Aggregate Limit
1.4       Annual Additions
1.5       Annuity Starting Date
1.6       Applicable Calendar Year
1.7       Applicable Life Expectancy
1.8       Average Contribution Percentage (ACP)
1.9       Average Deferral Percentage (ADP)
1.10      Break In Service
1.11      Code                                                            3
1.12      Compensation
1.13      Contribution Percentage
1.14      Custodian
1.15      Defined Benefit Plan
1.16      Defined Benefit (Plan) Fraction
1.17      Defined Contribution Dollar Limitation
1.18      Defined Contribution Plan
1.19      Defined Contribution (Plan) Fraction
1.20      Designated Beneficiary
1.21      Disability
1.22      Distribution Calendar Year
1.23      Early Retirement Age
1.24      Earned Income
1.25      Effective Date
1.26      Election Period
1.27      Elective Deferral
1.28      Eligible Participant
1.29      Employee
1.30      Employer
1.31      Entry Date
1.32      Excess Aggregate Contributions
1.33      Excess Amount
1.34      Excess Contribution
1.35      Excess Elective Deferrals
1.36      Family Member
1.37      First Distribution Calendar Year
1.38      Fund                                                            8
1.39      Hardship
1.40      Highest Average Compensation
1.41      Highly Compensated Employee
1.42      Hour Of Service
1.43      Key Employee
1.44      Leased Employee
1.45      Limitation Year
1.46      Master Or Prototype Plan
1.47      Matching Contribution
1.48      Maximum Permissible Amount
1.49      Net Profit
1.50      Normal Retirement Age
1.51      Owner-Employee
1.52      Paired Plans
1.53      Participant
1.54      Participant's Benefit
1.55      Permissive Aggregation Group
1.56      Plan                                                           11
1.57      Plan Administrator
1.58      Plan Year
1.59      Present Value
1.60      Projected Annual Benefit
1.61      Qualified Deferred Compensation Plan
1.62      Qualified Domestic Relations Order
1.63      Qualified Early Retirement Age
1.64      Qualified Joint And Survivor Annuity
1.65      Qualified Matching Contribution
1.66      Qualified Non-Elective Contributions
1.67      Qualified Voluntary Contribution
1.68      Required Aggregation Group
1.69      Required Beginning Date
1.70      Rollover Contribution
1.71      Salary Savings Agreement
1.72      Self-Employed Individual
1.73      Service
1.74      Shareholder Employee
1.75      Simplified Employee Pension Plan
1.76      Sponsor
1.77      Spouse (Surviving Spouse)
1.78      Super Top-Heavy Plan
1.79      Taxable Wage Base
1.80      Top-Heavy Determination Date
1.81      Top-Heavy Plan
1.82      Top-Heavy Ratio
1.83      Top-Paid Group
1.84      Transfer Contribution
1.85      Trustee
1.86      Valuation Date
1.87      Vested Account Balance
1.88      Voluntary Contribution
1.89      Welfare Benefit Fund
1.90 Year Of Service

                                ARTICLE II
                         ELIGIBILITY REQUIREMENTS

2.1       Participation
2.2       Change In Classification Of Employment
2.3       Computation Period
2.4       Employment Rights
2.5       Service With Controlled Groups
2.6       Owner-Employees
2.7       Leased Employees
2.8  Thrift Plans

                                ARTICLE III
                          EMPLOYER CONTRIBUTIONS

3.1       Amount
3.2       Expenses And Fees
3.3       Responsibility For Contributions
3.4  Return Of Contributions

                                ARTICLE IV
                          EMPLOYEE CONTRIBUTIONS

4.1       Voluntary Contributions
4.2       Qualified Voluntary Contributions
4.3       Rollover Contribution
4.4       Transfer Contribution
4.5       Employer Approval Of Transfer Contributions
4.6       Elective Deferrals
4.7       Required Voluntary Contributions
4.8  Direct Rollover of Benefits

                                 ARTICLE V
                           PARTICIPANT ACCOUNTS

5.1       Separate Accounts
5.2  Adjustments To Participant Accounts
5.3       Allocating Employer Contributions
5.4       Allocating Investment Earnings And Losses
5.5  Participant Statements

                                ARTICLE VI
                   RETIREMENT BENEFITS AND DISTRIBUTIONS

6.1       Normal Retirement Benefits
6.2       Early Retirement Benefits
6.3       Benefits On Termination Of Employment
6.4       Restrictions On Immediate Distributions
6.5       Normal Form Of Payment
6.6       Commencement Of Benefits
6.7       Claims Procedures
6.8       In-Service Withdrawals
6.9       Hardship Withdrawal

                                ARTICLE VII
                         DISTRIBUTION REQUIREMENTS

7.1       Joint And Survivor Annuity Requirements
7.2       Minimum Distribution Requirements
7.3       Limits On Distribution Periods
7.4       Required   Distributions  On  Or  After  The   Required
          Beginning Date
7.5       Required Beginning Date
7.6       Transitional Rule
7.7       Designation Of Beneficiary For Death Benefit
7.8       Nonexistence Of Beneficiary
7.9       Distribution Beginning Before Death
7.10      Distribution Beginning After Death
7.11      Distribution Of Excess Elective Deferrals
7.12      Distributions of Excess Contributions
7.13      Distribution Of Excess Aggregate Contributions
7.14 Escheat

                               ARTICLE VIII
                  JOINT AND SURVIVOR ANNUITY REQUIREMENTS

8.1       Applicability Of Provisions
8.2       Payment Of Qualified Joint And Survivor Annuity
8.3       Payment Of Qualified Pre-Retirement Survivor Annuity
8.4       Qualified Election
8.5       Notice  Requirements For Qualified Joint  And  Survivor
          Annuity
8.6       Notice   Requirements   For  Qualified   Pre-Retirement
          Survivor
          Annuity
8.7       Special Safe-Harbor Exception For Certain Profit-Sharin
          g
          Plans
8.8       Transitional Joint And Survivor Annuity Rules
8.9       Automatic Joint And Survivor Annuity And Early Survivor
          Annuity
8.10      Annuity Contracts

                                ARTICLE IX
                                  VESTING

9.1       Employee Contributions
9.2       Employer Contributions
9.3       Computation Period
9.4       Requalification  Prior  To  Five  Consecutive  One-Year
          Breaks In Service
9.5  Requalification After Five Consecutive One-Year Breaks In
                                                                    Service
9.6       Calculating Vested Interest
9.7       Forfeitures
9.8       Amendment Of Vesting Schedule
9.9  Service With Controlled Groups

                                 ARTICLE X
                        LIMITATIONS ON ALLOCATIONS
                      AND ANTIDISCRIMINATION TESTING

10.1      Participation In This Plan Only
10.2      Disposition Of Excess Annual Additions
10.3      Participation  In  This  Plan And  Another  Master  and
          Prototype  Defined Contribution Plan,  Welfare  Benefit
          Fund       Or      Individual      Medical      Account
          Maintained By The Employer
10.4      Disposition Of Excess Annual Additions Under Two Plans
10.5      Participation   In  This  Plan  And   Another   Defined
          Contribution                                       Plan
          Which Is Not A Master Or Prototype Plan
10.6      Participation In This Plan And A Defined Benefit Plan
10.7      Average Deferral Percentage (ADP) Test
10.8      Special Rules Relating To Application Of ADP Test
10.9      Recharacterization
10.10 Average Contribution Percentage (ACP) Test
10.11 Special Rules Relating To Application Of ACP Test

                                ARTICLE XI
                              ADMINISTRATION

11.1      Plan Administrator
11.2      Trustee/Custodian
11.3      Administrative Fees And Expenses
11.4      Division Of Duties And Indemnification

                                ARTICLE XII
                       TRUST FUND/CUSTODIAL ACCOUNT

12.1      The Fund
12.2      Control Of Plan Assets
12.3      Exclusive Benefit Rules
12.4      Assignment And Alienation Of Benefits
12.5      Determination Of Qualified Domestic Relations Order (QD
          RO)

                               ARTICLE XIII
                                INVESTMENTS

13.1      Fiduciary Standards
13.2      Funding Arrangement
13.3      Investment Alternatives Of The Trustee
13.4      Duties Of The Custodian
13.5      Participant Loans
13.6      Insurance Policies
13.7      Employer Investment Direction
13.8      Employee Investment Direction

                                ARTICLE XIV
                           TOP-HEAVY PROVISIONS

14.1      Applicability Of Rules
14.2      Minimum Contribution
14.3      Minimum Vesting
14.4      Limitations On Allocations
                                ARTICLE XV
                        AMENDMENT AND TERMINATION
15.1      Amendment By Sponsor
15.2      Amendment By Employer
15.3      Termination
15.4      Qualification Of Employer's Plan
15.5      Mergers And Consolidations
15.6      Resignation And Removal
15.7      Qualification Of Prototype

                               ARTICLE XVI
                              GOVERNING LAW

    PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN AND TRUST/CUSTODIAL
                                 ACCOUNT
                               Sponsored By
                              COMERICA BANK
                                     

The  Sponsor hereby establishes the following Prototype Retirement Plan and
Trust/Custodial Account for use by those of its customers who  qualify  and
wish to adopt a qualified retirement program.  Any Plan and Trust/Custodial
Account  established  hereunder  shall be administered  for  the  exclusive
benefit  of Participants and their beneficiaries under the following  terms
and conditions:

                                ARTICLE I

                               DEFINITIONS

1.1   Actual Deferral Percentage  The ratio (expressed as a percentage  and
calculated separately for each Participant) of:

            (a)      the  amount  of  Employer  contributions   [as
               defined  at (c) and (d)] actually paid over  to  the
               Fund on behalf of such Participant for the Plan Year
               to
            
            (b)     the  Participant's Compensation for  such  Plan
               Year.   Compensation will only include  amounts  for
               the period during which the Employee was eligible to
               participate.

Employer contributions on behalf of any Participant shall include:

            (c)     any  Elective  Deferrals made pursuant  to  the
               Participant's  deferral election,  including  Excess
               Elective Deferrals, but excluding Elective Deferrals
               that   are   either  taken  into  account   in   the
               Contribution Percentage test (provided the ADP  test
               is  satisfied  both  with and without  exclusion  of
               these  Elective Deferrals) or are returned as excess
               Annual Additions; and
            
            (d)     at  the  election  of  the Employer,  Qualified
               Non-Elective  Contributions and  Qualified  Matching
               Contributions.

For  purposes  of  computing Actual Deferral Percentages, an  Employee  who
would be a Participant but for the failure to make Elective Deferrals shall
be treated as a Participant on whose behalf no Elective Deferrals are made.

1.2   Adoption Agreement  The document attached to this Plan  by  which  an
Employer   elects   to   establish   a  qualified   retirement   plan   and
trust/custodial  account  under  the  terms  of  this  Prototype  Plan  and
Trust/Custodial Account.

1.3  Aggregate Limit  The sum of:

            (a)     125  percent of the greater of the ADP  of  the
               non-Highly Compensated Employees for the  Plan  Year
               or the ACP of non-Highly Compensated Employees under
               the Plan subject to Code Section 401(m) for the Plan
               Year  beginning with or within the Plan Year of  the
               cash  or  deferred arrangement as described in  Code
               Section 401(k) or Code Section 402(h)(1)(B), and
            
            (b)     the  lesser  of  200% or two percent  plus  the
               lesser of such ADP or ACP.
            
Alternatively,  the aggregate limit can be determined by substituting  "the
lesser  of  200%  or  two percent plus" for "125% of"  in  (a)  above,  and
substituting "125% of" for "the lesser of 200% or two percent plus" in  (b)
above.

1.4   Annual  Additions   The sum of the following amounts  credited  to  a
Participant's account for the Limitation Year:

                    (a)  Employer Contributions,

               (b)  Employee Contributions (under Article IV),

               (c)  forfeitures,

                     (d)   amounts  allocated after March 31,  1984  to  an
               individual  medical  account, as  defined  in  Code  Section
               415(l)(2),  which  is  part of a  pension  or  annuity  plan
               maintained  by  the Employer (these amounts are  treated  as
               Annual Additions to a Defined Contribution Plan though  they
               arise under a Defined Benefit Plan), and

                    (e)  amounts derived from contributions paid or accrued
               after  1985, in taxable years ending after 1985,  which  are
               either  attributable  to  post-retirement  medical  benefits
               allocated to the account of a Key Employee, or to a  Welfare
               Benefit Fund maintained by the Employer, are also treated as
               Annual  Additions  to  a  Defined  Contribution  Plan.   For
               purposes of this paragraph, an Employee is a Key Employee if
               he  or  she meets the requirements of paragraph 1.43 at  any
               time  during  the  Plan  Year or any  preceding  Plan  Year.
               Welfare Benefit Fund is defined at paragraph 1.89.

Excess   amounts   applied  in  a  Limitation  Year  to   reduce   Employer
contributions will be considered Annual Additions for such Limitation Year,
pursuant to the provisions of Article X.

1.5  Annuity Starting Date  The first day of the first period for which  an
amount is paid as an annuity or in any other form.

1.6  Applicable Calendar Year  The First Distribution Calendar Year, and in
the event of the recalculation of life expectancy, such succeeding calendar
year.  If payments commence in accordance with paragraph 7.4(e) before  the
Required  Beginning Date, the Applicable Calendar Year  is  the  year  such
payments commence.  If distribution is in the form of an immediate  annuity
purchased  after  the Participant's death with the Participant's  remaining
interest, the Applicable Calendar Year is the year of purchase.

1.7   Applicable Life Expectancy  Used in determining the required  minimum
distribution.  The life expectancy (or joint and last survivor  expectancy)
calculated  using  the  attained  age of  the  Participant  (or  Designated
Beneficiary) as of the Participant's (or Designated Beneficiary's) birthday
in the Applicable Calendar Year reduced by one for each calendar year which
has  elapsed since the date life expectancy was first calculated.  If  life
expectancy is being recalculated, the Applicable Life Expectancy  shall  be
the  life  expectancy  as  so  recalculated.   The  life  expectancy  of  a
non-Spouse Beneficiary may not be recalculated.

1.8  Average Contribution Percentage (ACP)  The average of the Contribution
Percentages  for  each Highly Compensated Employee and for each  non-Highly
Compensated Employee.

1.9   Average Deferral Percentage (ADP)  The average of the Actual Deferral
Percentages  for  each Highly Compensated Employee and for each  non-Highly
Compensated Employee.

1.10  Break  In  Service   A 12-consecutive month period  during  which  an
Employee fails to complete more than 500 Hours of Service.

1.11 Code  The Internal Revenue Code of 1986, including any amendments.

1.12 Compensation  The Employer may select one of the following three safe-
harbor definitions of Compensation in the Adoption Agreement.  Compensation
shall  only  include amounts earned while a Participant  if  Plan  Year  is
chosen as the applicable computation period.

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

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

          (c)  Code Section 415 Compensation.  For purposes of applying the
          limitations  of Article X and Top-Heavy Minimums, the  definition
          of  Compensation  shall  be  Code  Section  415  Compensation  as
          follows:   a  Participant's Earned Income, wages,  salaries,  and
          fees   for  professional  services  and  other  amounts  received
          (without regard to whether or not an amount is paid in cash)  for
          personal  services actually rendered in the course of  employment
          with  the  Employer maintaining the Plan to the extent  that  the
          amounts  are  includible  in  gross income  [including,  but  not
          limited  to, commissions paid salesmen, compensation for services
          on the basis of a percentage of profits, commissions on insurance
          premiums,  tips,  bonuses, fringe benefits and reimbursements  or
          other   expense  allowances  under  a  nonaccountable  plan   (as
          described   in   Regulation  1.62-2(c)],),  and   excluding   the
          following:

                     1.    Employer  contributions to a  plan  of  deferred
               compensation  which  are not includible  in  the  Employee's
               gross  income for the taxable year in which contributed,  or
               Employer  contributions under a Simplified Employee  Pension
               Plan   or   any  distributions  from  a  plan  of   deferred
               compensation,

                      2.     Amounts  realized  from  the  exercise  of   a
               non-qualified  stock  option, or when restricted  stock  (or
               property)  held  by  the  Employee  either  becomes   freely
               transferable  or is no longer subject to a substantial  risk
               of forfeiture,

                     3.   Amounts realized from the sale, exchange or other
               disposition  of  stock  acquired  under  a  qualified  stock
               option; and

                    4.   other amounts which received special tax benefits,
               or  contributions made by the Employer (whether or not under
               a  salary  reduction agreement) towards the purchase  of  an
               annuity  contract described in Code Section 403(b)  (whether
               or  not  the contributions are actually excludable from  the
               gross income of the Employee).

For  purposes of applying the limitations of Article X, Compensation for  a
Limitation Year is the Compensation actually paid or made available  during
such Limitation Year.  Notwithstanding the preceding sentence, Compensation
for  a  Participant in a Defined Contribution Plan who is  permanently  and
totally  disabled [as defined in Code Section 22(e)(3)] is the Compensation
such  Participant  would  have received for  the  Limitation  Year  if  the
Participant  had  been  paid at the rate of Compensation  paid  immediately
before   becoming   permanently  and  totally   disabled.    Such   imputed
Compensation for the disabled Participant may be taken into account only if
the  Participant is not a Highly Compensated Employee [as defined  in  Code
Section  414(q)]  and contributions made on behalf of such Participant  are
nonforfeitable when made.

If  the  Employer  fails  to pick the applicable  period  in  the  Adoption
Agreement, the Plan Year shall be used.  Unless otherwise specified by  the
Employer  in  the Adoption Agreement, Compensation shall be  determined  as
provided in 1.12(c).

Beginning with 1989 Plan Years, the annual Compensation of each Participant
which may be taken into account for determining all benefits provided under
the  Plan  (including benefits under Article XIV) for any  year  shall  not
exceed $200,000, as adjusted under Code Section 415(d).  In determining the
Compensation of a Participant for purposes of this limitation, the rules of
Code Section 414(q)(6) shall apply, except in applying such rules, the term
"family"  shall include only the Spouse of the Participant and  any  lineal
descendants of the Participant who have not attained age 19 before the  end
of  the  Plan Year.  If, as a result of the application of such rules,  the
adjusted  $200,000  limitation is exceeded, then (except  for  purposes  of
determining the portion of Compensation up to the integration level if this
Plan  provides for permitted disparity), the limitation shall  be  prorated
among  the  affected  individuals in proportion to each  such  individual's
Compensation  as determined under this section prior to the application  of
this limitation.

If a Plan has a Plan Year that contains fewer than 12 Calendar Months, then
the  annual  Compensation limit for that period is an amount equal  to  the
$200,000 as adjusted for the calendar year in which the Compensation period
begins,  multiplied by a fraction the numerator of which is the  number  of
full months in the Short Plan Year and the denominator of which is 12.   If
Compensation  for any prior plan year is taken into account in  determining
an   employee's  contributions  or  benefits  for  the  current  year,  the
Compensation  for  such  prior year is subject  to  the  applicable  annual
Compensation  limit in effect for that prior year.  For this  purpose,  for
years  beginning before January 1, 1990, the applicable annual Compensation
limit is $200,000.

Compensation   shall   not   include  deferred  Compensation   other   than
contributions  through a salary reduction agreement to a cash  or  deferred
plan  under  Code Section 401(k), a Simplified Employee Pension Plan  under
Code  Section 402(h)(1)(B), a cafeteria plan under Code Section  125  or  a
tax-deferred  annuity under Code Section 403(b).  Unless elected  otherwise
by  the Employer in the Adoption Agreement, these deferred amounts will  be
considered  as Compensation for Plan purposes.  These deferred amounts  are
not  counted  as  Compensation for purposes of Articles X  and  XIV.   When
applicable  to a Self-Employed Individual, Compensation shall  mean  Earned
Income.

1.13  Contribution  Percentage  The ratio (expressed as  a  percentage  and
calculated separately for each Participant) of:

            (a)      the   Participant's  Contribution   Percentage
               Amounts  [as defined at (c)-(f)] for the Plan  Year,
               to
            
            (b)     the  Participant's Compensation  for  the  Plan
               Year.   Compensation will only include  amounts  for
               the period during which the Employee was eligible to
               participate.

Contribution Percentage Amounts on behalf of any Participant shall include:

            (c)     the amount of Employee Voluntary Contributions,
               Matching   Contributions,  and  Qualified   Matching
               Contributions (to the extent not taken into  account
               for purposes of the ADP test) made under the Plan on
               behalf of the Participant for the Plan Year,
            
            (d)     forfeitures  of Excess Aggregate  Contributions
               or   Matching   Contributions   allocated   to   the
               Participant's  account which  shall  be  taken  into
               account  in  the  year in which such  forfeiture  is
               allocated,
            
            (e)     at  the  election  of  the Employer,  Qualified
               Non-Elective Contributions, and
            
            (f)     the  Employer  also may elect to  use  Elective
               Deferrals in the Contribution Percentage amounts  so
               long  as  the  ADP test is met before  the  Elective
               Deferrals are used in the ACP test and continues  to
               be  met  following the exclusion of  those  Elective
               Deferrals that are used to meet the ACP test.

Contribution  Percentage amounts shall not include Matching  Contributions,
whether  or  not  Qualified, that are forfeited either  to  correct  Excess
Aggregate Contributions, or because the contributions to which they  relate
are   Excess   Deferrals,  Excess  Contributions,   or   Excess   Aggregate
Contributions.

1.14  Custodian  The Sponsor of this Prototype Plan, or, if applicable,  an
affiliate  or  successor,  shall  serve as  Custodian  if  a  Custodian  is
appointed in the Adoption Agreement.

1.15  Defined Benefit Plan  A Plan under which a Participant's  Benefit  is
determined  by  a formula contained in the Plan and no individual  accounts
are maintained for Participants.

1.16 Defined Benefit (Plan) Fraction  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 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 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 Section 415 for all Limitation Years beginning before 1987.

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

1.18 Defined Contribution Plan  A Plan under which individual accounts  are
maintained  for  each Participant to which all contributions,  forfeitures,
investment  income  and  gains  or losses, and  expenses  are  credited  or
deducted.  A Participant's Benefit under such Plan is based solely  on  the
fair market value of his or her account balance.

1.19  Defined  Contribution (Plan) Fraction  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 paragraph 1.89 and
individual   medical  accounts,  as  defined  in  Code  Section  415(l)(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  the
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  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 1987, and disregarding any changes in the terms  and
conditions  of the Plan made after May 6, 1986, but using the  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  1987,  shall not be re-computed to treat all Employee Contributions
as Annual Additions.

1.20  Designated  Beneficiary  The individual  who  is  designated  as  the
beneficiary  under the Plan in accordance with Code Section  401(a)(9)  and
the regulations thereunder.

1.21  Disability   An illness or injury of a potentially permanent  nature,
expected  to  last  for  a continuous period of not less  than  12  months,
certified by a physician selected by or satisfactory to the Employer, which
prevents  the Employee from engaging in any occupation for wage  or  profit
for  which  the  Employee  is reasonably fitted by training,  education  or
experience.

1.22  Distribution  Calendar Year  A calendar  year  for  which  a  minimum
distribution is required.

1.23  Early  Retirement Age  The age set by the Employer  in  the  Adoption
Agreement  (but  not less than 55), which is the earliest age  at  which  a
Participant may retire and receive his or her benefits under the Plan.

1.24  Earned  Income  Net earnings from self-employment  in  the  trade  or
business with respect to which the Plan is established, determined  without
regard  to  items not included in gross income and the deductions allocable
to  such  items,  provided that personal services of the individual  are  a
material  income-producing  factor.  Earned  income  shall  be  reduced  by
contributions  made  by  an  Employer to a qualified  plan  to  the  extent
deductible under Code Section 404.  For tax years beginning after 1989, net
earnings shall be determined taking into account the deduction for one-half
of  self-employment taxes allowed to the Employer under Code Section 164(f)
to the extent deductible.

1.25  Effective Date  The date on which the Employer's retirement  plan  or
amendment to such plan becomes effective.

1.26  Election Period  The period which begins on the first day of the Plan
Year  in which the Participant attains age 35 and ends on the date  of  the
Participant's death.  If a Participant separates from Service prior to  the
first day of the Plan Year in which age 35 is attained, the Election Period
shall  begin on the date of separation, with respect to the account balance
as of the date of separation.

1.27  Elective  Deferral  Employer contributions made to the  Plan  at  the
election  of  the  Participant,  in lieu of  cash  Compensation.   Elective
Deferrals  shall  also  include contributions made  pursuant  to  a  Salary
Savings  Agreement  or  other deferral mechanism, such  as  a  cash  option
contribution.   With respect to any taxable year, a Participant's  Elective
Deferral  is the sum of all Employer contributions made on behalf  of  such
Participant  pursuant to an election to defer under any qualified  cash  or
deferred  arrangement as described in Code Section 401(k),  any  simplified
employee pension cash or deferred arrangement as described in Code  Section
402(h)(1)(B),  any eligible deferred compensation plan under  Code  Section
457,  any plan as described under Code Section 501(c)(18), and any Employer
contributions  made on the behalf of a Participant for the purchase  of  an
annuity  contract  under Code Section 403(b) pursuant to a  Salary  Savings
Agreement.   Elective  Deferrals shall not include any  deferrals  properly
distributed as Excess Annual Additions.

1.28 Eligible Participant  Any Employee who is eligible to make a Voluntary
Contribution,  or  an  Elective  Deferral  (if  the  Employer  takes   such
contributions  into  account  in  the   calculation  of  the   Contribution
Percentage),  or to receive a Matching Contribution (including forfeitures)
or  a  Qualified  Matching  Contribution.  If a Voluntary  Contribution  or
Elective Deferral is required as a condition of participation in the  Plan,
any  Employee who would be a Participant in the Plan if such Employee  made
such a contribution shall be treated as an Eligible Participant even though
no Voluntary Contributions or Elective Deferrals are made.

1.29 Employee  Any person employed by the Employer (including Self-Employed
Individuals  and  partners), all Employees of a  member  of  an  affiliated
service  group  [as  defined  in  Code  Section  414(m)],  Employees  of  a
controlled  group of corporations [as defined in Code Section 414(b)],  all
Employees of any incorporated or unincorporated trade or business which  is
under  common control [as defined in Code Section 414(c)], leased Employees
[as  defined  in  Code  Section 414(n)] and any  Employee  required  to  be
aggregated by Code Section 414(o).  All such Employees shall be treated  as
employed by a single Employer.

1.30  Employer   The Self-Employed Individual, partnership, corporation  or
other  organization which adopts this Plan including any firm that succeeds
the  Employer and adopts this Plan.  For purposes of Article X, Limitations
on Allocations, Employer shall mean the Employer that adopts this Plan, and
all  members  of  a controlled group of corporations [as  defined  in  Code
Section 414(b) as modified by Code Section 415(h)], all commonly controlled
trades or businesses [as defined in Code Section 414(c) as modified by Code
Section  415(h)] or affiliated service groups [as defined in  Code  Section
414(m)]  of  which  the adopting Employer is a part, and any  other  entity
required  to be aggregated with the Employer pursuant to regulations  under
Code Section 414(o).

1.31  Entry Date  The date on which an Employee commences participation  in
the Plan as determined by the Employer in the Adoption Agreement.

1.32  Excess Aggregate Contributions  The excess, with respect to any  Plan
Year, of:

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

                      (b)   the  maximum  Contribution  Percentage  Amounts
               permitted   by   the  ACP  test  (determined   by   reducing
               contributions made on behalf of Highly Compensated Employees
               in  order  of their Contribution Percentages beginning  with
               the highest of such percentages).

Such  determination shall be made after first determining  Excess  Elective
Deferrals   pursuant   to  paragraph  1.35  and  then  determining   Excess
Contributions pursuant to paragraph 1.34.

1.33  Excess  Amount  The excess of the Participant's Annual Additions  for
the Limitation Year over the Maximum Permissible Amount.

1.34 Excess Contribution  With respect to any Plan Year, the excess of:

            (a)     the  aggregate amount of Employer contributions
               actually taken into account in computing the ADP  of
               Highly  Compensated Employees for  such  Plan  Year,
               over
            
            (b)      the   maximum  amount  of  such  contributions
               permitted  by the ADP test (determined  by  reducing
               contributions  made on behalf of Highly  Compensated
               Employees in order of the ADPs, beginning  with  the
               highest of such percentages).

1.35   Excess  Elective  Deferrals   Those  Elective  Deferrals  that   are
includible in a Participant's gross income under Code Section 402(g) to the
extent such Participant's Elective Deferrals for a taxable year exceed  the
dollar limitation under such Code Section.  Excess Elective Deferrals shall
be  treated  as  Annual Additions under the Plan, unless such  amounts  are
distributed no later than the first April 15th following the close  of  the
Participant's taxable year.

1.36  Family  Member   The  Employee's Spouse, any lineal  descendants  and
ascendants and the Spouse of such lineal descendants and ascendants.

1.37  First Distribution Calendar Year  For distributions beginning  before
the  Participant's  death,  the First Distribution  Calendar  Year  is  the
calendar  year immediately preceding the calendar year which  contains  the
Participant's  Required Beginning Date.  For distributions beginning  after
the  Participant's  death,  the First Distribution  Calendar  Year  is  the
calendar  year  in  which distributions are required to begin  pursuant  to
paragraph 7.10.

1.38  Fund  All contributions received by the Trustee/Custodian under  this
Plan  and  Trust/Custodial Account, investments thereof  and  earnings  and
appreciation thereon.

1.39  Hardship  An immediate and heavy financial need of the Employee where
such Employee lacks other available resources.

1.40  Highest Average Compensation  The average Compensation for the  three
consecutive  Years of Service with the Employer that produces  the  highest
average.   A Year of Service with the Employer is the 12-consecutive  month
period defined in the Adoption Agreement.

1.41 Highly Compensated Employee  Any Employee who performs Service for the
Employer during the determination year and who, during the immediate  prior
year:

            (a)     received  Compensation  from  the  Employer  in
               excess  of  $75,000 [as adjusted  pursuant  to  Code
               Section 415(d)]; or
            
            
            (b)     received  Compensation  from  the  Employer  in
               excess  of  $50,000 [as adjusted  pursuant  to  Code
               Section  415(d)]  and was a member of  the  Top-Paid
               Group for such year; or
            
            (c)     was  an  officer of the Employer  and  received
               Compensation  during such year that is greater  than
               50  percent of the dollar limitation in effect under
               Code Section 415(b)(1)(A).

Notwithstanding  (a),  (b)  and  (c),  an  Employee  who  was  not   Highly
Compensated during the preceding Plan Year shall not be treated as a Highly
Compensated  Employee  with respect to the current Plan  Year  unless  such
Employee  is  a member of the 100 Employees paid the greatest  Compensation
during the year for which such determination is being made.
            
            (d)     Employees  who are five percent owners  at  any
               time   during   the   immediate   prior   year    or
               determination year.

Highly  Compensated Employee includes Highly Compensated  active  Employees
and Highly Compensated former Employees.

1.42 Hour Of Service

            (a)     Each  hour  for which an Employee  is  paid,  or
               entitled  to payment, for the performance  of  duties
               for  the Employer.  These hours shall be credited  to
               the  Employee for the computation period in which the
               duties are performed; and
            
            (b)     Each  hour  for which an Employee  is  paid,  or
               entitled to payment, by the Employer on account of  a
               period  of  time during which no duties are performed
               (irrespective of whether the employment  relationship
               has  terminated)  due to vacation, holiday,  illness,
               incapacity (including disability), layoff, jury duty,
               military duty or leave of absence.  No more than  501
               Hours  of  Service  shall  be  credited  under   this
               paragraph  for any single continuous period  (whether
               or  not  such  period occurs in a single  computation
               period).    Hours  under  this  paragraph  shall   be
               calculated   and   credited   pursuant   to   Section
               2530.200b-2  of  the Department of Labor  Regulations
               which are incorporated herein by this reference; and
            
            (c)     Each  hour  for which back pay, irrespective  of
               mitigation of damages, is either awarded or agreed to
               by the Employer.  The same Hours of Service shall not
               be  credited  both under paragraph (a)  or  paragraph
               (b),  as  the  case may be, and under this  paragraph
               (c).   These hours shall 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.
            
            (d)      Hours   of   Service  shall  be  credited   for
               employment  with the Employer and with other  members
               of  an  affiliated service group [as defined in  Code
               Section  414(m)], a controlled group of  corporations
               [as  defined in Code Section 414(b)], or a  group  of
               trades or businesses under common control [as defined
               in   Code  Section  414(c)]  of  which  the  adopting
               Employer  is a member, and  any other entity required
               to  be aggregated with the Employer pursuant to  Code
               Section 414(o) and the regulations thereunder.  Hours
               of  Service shall also be credited for any individual
               considered  an  Employee for purposes  of  this  Plan
               under Code Section 414(n) or Code Section 414(o)  and
               the regulations thereunder.
            
            (e)     Solely  for  purposes of determining  whether  a
               Break  in Service, as defined in paragraph 1.10,  for
               participation and vesting purposes has occurred in  a
               computation period, an individual who is absent  from
               work for maternity or paternity reasons shall receive
               credit for the Hours of Service which would otherwise
               have  been credited to such individual but  for  such
               absence, or in any case in which such hours cannot be
               determined,  eight Hours of Service per day  of  such
               absence.  For purposes of this paragraph, an  absence
               from work for maternity or paternity reasons means an
               absence by reason of the pregnancy of the individual,
               by reason of a birth of a child of the individual, by
               reason   of  the  placement  of  a  child  with   the
               individual  in connection with the adoption  of  such
               child  by such individual, or for purposes of  caring
               for  such  child  for a period beginning  immediately
               following  such  birth  or placement.  The  Hours  of
               Service  credited  under  this  paragraph  shall   be
               credited  in  the  computation period  in  which  the
               absence  begins  if  the crediting  is  necessary  to
               prevent a Break in Service in that period, or in  all
               other cases, in the following computation period.  No
               more  than  501  hours  will be credited  under  this
               paragraph.
            
            (f)     Hours  of  Service  shall be determined  on  the
               basis   of   the  method  selected  in  the  Adoption
               Agreement.

1.43  Key  Employee  Any Employee or former Employee (and the beneficiaries
of  such employee) who at any time during the determination period  was  an
officer  of  the Employer if such individual's annual Compensation  exceeds
50%  of  the dollar limitation under Code Section 415(b)(1)(A) (the defined
benefit  maximum annual benefit), an owner (or considered  an  owner  under
Code  Section 318) of one of the ten largest interests in the  Employer  if
such  individual's Compensation exceeds 100% of the dollar limitation under
Code Section 415(c)(1)(A), a 5% owner of the Employer, or a 1% owner of the
Employer  who  has  an  annual Compensation of  more  than  $150,000.   For
purposes  of  determining who is a Key Employee, annual Compensation  shall
mean  Compensation as defined for Article X, but including amounts deferred
through a salary reduction agreement to a cash or deferred plan under  Code
Section  401(k),  a  Simplified Employee Pension Plan  under  Code  Section
408(k),  a cafeteria plan under Code Section 125 or a tax-deferred  annuity
under  Code  Section 403(b).  The determination period  is  the  Plan  Year
containing  the Determination Date and the four preceding Plan Years.   The
determination of who is a Key Employee will be made in accordance with Code
Section 416(i)(1) and the regulations thereunder.

1.44  Leased Employee  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.

1.45  Limitation Year  The calendar year or such other 12-consecutive month
period designated by the Employer in the Adoption Agreement for purposes of
determining  the maximum Annual Addition to a Participant's  account.   All
qualified  plans  maintained by the Employer must use the  same  Limitation
Year.   If  the  Limitation  Year is amended to a different  12-consecutive
month  period,  the  new Limitation Year must begin on a  date  within  the
Limitation Year in which the amendment is made.

1.46 Master Or Prototype Plan  A plan, the form of which is the subject  of
a favorable opinion letter from the Internal Revenue Service.

1.47  Matching Contribution  An Employer contribution made to this  or  any
other Defined Contribution Plan on behalf of a Participant on account of an
Employee Voluntary Contribution made by such Participant, or on account  of
a Participant's Elective Deferral, under a Plan maintained by the Employer.

1.48  Maximum Permissible Amount  The maximum Annual Addition that  may  be
contributed or allocated to a Participant's account under the Plan for  any
Limitation Year shall not exceed the lesser of:

            (a)    the Defined Contribution Dollar Limitation, or
            
            (b)     25%  of the Participant's Compensation for  the
               Limitation Year.
       

The  Compensation  limitation referred to in (b) shall  not  apply  to  any
contribution  for  medical benefits [within the  meaning  of  Code  Section
401(h)  or Code Section 419A(f)(2)] which is otherwise treated as an Annual
Addition  under Code Section 415(l)(1) or 419(d)(2).  If a short Limitation
Year  is created because of an amendment changing the Limitation Year to  a
different 12-consecutive month period, the Maximum Permissible Amount  will
not  exceed  the Defined Contribution Dollar Limitation multiplied  by  the
following fraction:  Number of months in the short Limitation Year  divided
by 12.

1.49  Net  Profit   The current and accumulated operating earnings  of  the
Employer  before Federal and State income taxes, excluding nonrecurring  or
unusual  items  of income, and before contributions to this and  any  other
qualified  plan  of  the Employer.  Alternatively,  the  Employer  may  fix
another definition in the Adoption Agreement.

1.50  Normal  Retirement Age  The age, set by the Employer in the  Adoption
Agreement,  at  which  a  Participant may retire and  receive  his  or  her
benefits under the Plan.

1.51  Owner-Employee  A sole proprietor, or a partner owning more than  10%
of either the capital or profits interest of the partnership.

1.52 Paired Plans  Two or more Plans maintained by the Sponsor designed  so
that  a single or any combination of Plans adopted by an Employer will meet
the antidiscrimination rules, the contribution and benefit limitations, and
the Top-Heavy provisions of the Code.

1.53 Participant  Any Employee who has met the eligibility requirements and
is participating in the Plan.

1.54  Participant's Benefit  The account balance as of the  last  Valuation
Date  in  the calendar year immediately preceding the Distribution Calendar
Year (valuation calendar year) increased by the amount of any contributions
or  forfeitures  allocated to the account balance as of the  dates  in  the
valuation  calendar  year  after  the  Valuation  Date  and  decreased   by
distributions made in the valuation calendar year after the Valuation Date.
A  special exception exists for the second distribution Calendar Year.  For
purposes of this paragraph, if any portion of the minimum distribution  for
the  First  Distribution Calendar Year is made in the second   Distribution
Calendar Year on or before the Required Beginning Date, the amount  of  the
minimum distribution made in the second distribution calendar year shall be
treated  as  if it had been made in the immediately preceding  Distribution
Calendar Year.

1.55 Permissive Aggregation Group  Used for Top-Heavy testing purposes,  it
is  the Required Aggregation Group of plans plus any other plan or plans of
the   Employer  which,  when  considered  as  a  group  with  the  Required
Aggregation  Group,  would  continue to satisfy the  requirements  of  Code
Sections 401(a)(4) and 410.

1.56  Plan   The Employer's retirement plan as embodied herein and  in  the
Adoption Agreement.

1.57 Plan Administrator  The Employer.

1.58  Plan Year  The 12-consecutive month period designated by the Employer
in the Adoption Agreement.

1.59        Present  Value   Used  for  Top-Heavy  test  and  determination
purposes,  when  determining the Present Value of  accrued  benefits,  with
respect  to  any Defined Benefit Plan maintained by the Employer,  interest
and  mortality rates shall be determined in accordance with the  provisions
of  the respective plan.  If applicable, interest and mortality assumptions
will be specified in Section 11 of the Adoption Agreement.

1.60  Projected Annual Benefit  Used to test the maximum benefit which  may
be  obtained  from  a combination of retirement plans,  it  is  the  annual
retirement  benefit  (adjusted  to an actuarial  equivalent  straight  life
annuity  if such benefit is expressed in a form other than a straight  life
annuity  or  Qualified Joint and Survivor Annuity) to which the Participant
would  be  entitled  under the terms of a Defined Benefit  Plan  or  plans,
assuming:

            (a)     the  Participant will continue employment until
               Normal  Retirement Age under the  plan  (or  current
               age, if later), and
            
            (b)     the  Participant's Compensation for the current
               Limitation Year and all other relevant factors  used
               to  determine  benefits under the Plan  will  remain
               constant for all future Limitation Years.
            

1.61  Qualified  Deferred  Compensation Plan  Any pension,  profit-sharing,
stock bonus, or other plan which meets the requirements of Code Section 401
and  includes  a  trust exempt from tax under Code Section  501(a)  or  any
annuity plan described in Code Section 403(a).

An  Eligible Retirement Plan is an individual retirement account  (IRA)  as
described in Code Section 408(a), an individual retirement annuity (IRA) as
described  in  Code  Section 408(b), an annuity plan as described  in  Code
Section  403(a), or a qualified trust as described in Code Section  401(a),
which accepts Eligible Rollover Distributions.  However, in the case of  an
Eligible   Rollover  Distribution  to  a  Surviving  Spouse,  an   Eligible
Retirement   Plan  is  an  individual  retirement  account  or   individual
retirement annuity.

1.62  Qualified  Domestic  Relations Order  A QDRO  is  a  signed  domestic
relations  order  issued  by  a state court which  creates,  recognizes  or
assigns  to  an alternate payee(s) the right to receive all or  part  of  a
Participant's Plan Benefit and which meets the requirements of Code Section
414(p).   An  alternate payee is a Spouse, former Spouse, child,  or  other
dependent who is treated as a beneficiary under the Plan as a result of the
QDRO.

1.63  Qualified  Early  Retirement Age   For  purposes  of  paragraph  8.9,
Qualified Early Retirement Age is the latest of:

            (a)     the earliest date, under the Plan, on which the
               Participant   may   elect  to   receive   retirement
               benefits, or
            
            (b)     the  first  day  of the 120th  month  beginning
               before  the  Participant reaches  Normal  Retirement
               Age, or
            
            (c)    the date the Participant begins participation.

1.64  Qualified  Joint And Survivor Annuity  An immediate annuity  for  the
life  of  the  Participant with a survivor annuity  for  the  life  of  the
Participant's  Spouse which is at least one-half of but not more  than  the
amount of the annuity payable during the joint lives of the Participant and
the  Participant's Spouse.  The exact amount of the Survivor Annuity is  to
be  specified by the Employer in the Adoption Agreement.  If not designated
by  the Employer, the Survivor Annuity will be one-half of the amount  paid
to  the  Participant during his or her lifetime.  The Qualified  Joint  and
Survivor Annuity will be the amount of benefit which can be provided by the
Participant's Vested Account Balance.

1.65  Qualified  Matching Contribution  Matching Contributions  which  when
made  are  subject  to the distribution and nonforfeitability  requirements
under Code Section 401(k).

1.66   Qualified  Non-Elective  Contributions   Contributions  (other  than
Matching  Contributions or Qualified Matching Contributions)  made  by  the
Employer and allocated to Participants' accounts that the Participants  may
not  elect  to  receive in cash until distributed from the Plan;  that  are
nonforfeitable  when made; and that are distributable  only  in  accordance
with  the distribution provisions that are applicable to Elective Deferrals
and Qualified Matching Contributions.

1.67  Qualified Voluntary Contribution  A tax-deductible Voluntary Employee
contribution.  These contributions may no longer be made to the Plan.

1.68  Required Aggregation Group  Used for Top-Heavy testing  purposes,  it
consists of:

            (a)     each qualified plan of the Employer in which at
               least  one Key Employee participates or participated
               at   any   time  during  the  determination   period
               (regardless of whether the plan has terminated), and
            
            (b)     any  other qualified plan of the Employer which
               enables  a  plan  described  in  (a)  to  meet   the
               requirements of Code Sections 401(a)(4) or 410.

1.69  Required Beginning Date  The date on which a Participant is  required
to  take  his or her first minimum distribution under the Plan.  The  rules
are set forth at paragraph 7.5.

1.70  Rollover  Contribution  A contribution made by a  Participant  of  an
amount  distributed  to  such Participant from another  Qualified  Deferred
Compensation Plan in accordance with Code Sections 402(a)(5), (6), and (7).

An Eligible Rollover Distribution is any distribution of all or any portion
of  the  balance to the credit of the Participant except that  an  Eligible
Rollover Distribution does not include:

          (a)   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 Participant or the joint
          lives  (or  joint life expectancies) of the Participant  and  the
          Participant's  Designated Beneficiary, or for a specified  period
          of ten years or more;

          (b)  any distribution to the extent such distribution is required
          under Code Section 401(a)(9); and

          (c)   the  portion of any distribution that is not includible  in
          gross income (determined without regard to the exclusion for  net
          unrealized appreciation with respect to Employer securities).

A  Direct Rollover is a payment by the Plan to the Eligible Retirement Plan
specified by the Participant.

1.71  Salary  Savings Agreement  An agreement between the  Employer  and  a
participating  Employee  where  the Employee  authorizes  the  Employer  to
withhold  a specified percentage of his or her Compensation for deposit  to
the Plan on behalf of such Employee.

1.72 Self-Employed Individual  An individual who has Earned Income for  the
taxable  year from the trade or business for which the Plan is  established
including an individual who would have had Earned Income but for  the  fact
that the trade or business had no Net Profit for the taxable year.

1.73  Service  The period of current or prior employment with the Employer.
If  the  Employer maintains a plan of a predecessor employer,  Service  for
such predecessor shall be treated as Service for the Employer.

1.74  Shareholder  Employee   An  Employee  or  officer  who  owns  [or  is
considered as owning within the meaning of Code Section 318(a)(1)], on  any
day  during  the  taxable  year of an electing small  business  corporation
(S Corporation), more than 5% of such corporation's outstanding stock.

1.75  Simplified  Employee Pension Plan  An individual  retirement  account
which  meets  the  requirements of Code Section 408(k), and  to  which  the
Employer  makes contributions pursuant to a written formula.   These  plans
are considered for contribution limitation and Top-Heavy testing purposes.

1.76 Sponsor Comerica Bank.

1.77  Spouse  (Surviving  Spouse)  The Spouse or Surviving  Spouse  of  the
Participant, provided that a former Spouse will be treated as the Spouse or
Surviving Spouse and a current Spouse will not be treated as the Spouse  or
Surviving  Spouse  to  the  extent  provided  under  a  Qualified  Domestic
Relations Order as described in Code Section 414(p).

1.78  Super Top-Heavy Plan  A Plan described at paragraph 1.81 under  which
the Top-Heavy Ratio [as defined at paragraph 1.82] exceeds 90%.

1.79  Taxable Wage Base  For plans with an allocation formula  which  takes
into  account  the  Employer's  contribution under  the  Federal  Insurance
Contributions  Act  (FICA), the maximum amount of  earnings  which  may  be
considered  wages  for such Plan Year under the Social Security  Act  [Code
Section  3121(a)(1)], or the amount elected by the Employer in the Adoption
Agreement.

1.80  Top-Heavy  Determination Date  For any Plan Year  subsequent  to  the
first  Plan Year, the last day of the preceding Plan Year.  For  the  first
Plan Year of the Plan, the last day of that year.

1.81 Top-Heavy Plan  For any Plan Year beginning after 1983, the Employer's
Plan is Top-Heavy if any of the following conditions exist:

          (a)   If the Top-Heavy Ratio for the Employer's Plan exceeds  60%
          and  this  Plan is not part of any required Aggregation Group  or
          Permissive Aggregation Group of Plans.

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

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

1.82 Top-Heavy Ratio

            (a)     If  the  Employer maintains one or more  Defined
               Contribution plans (including any Simplified Employee
               Pension Plan) and the Employer has not maintained any
               Defined  Benefit  Plan  which during  the  five  year
               period ending on the Determination Date(s) has or has
               had  accrued benefits, the Top-Heavy Ratio  for  this
               Plan   alone,  or  for  the  Required  or  Permissive
               Aggregation Group as appropriate, is a fraction,
            
                 (1)     the numerator of which is the sum  of
                    the  account balances of all Key Employees
                    as of the Determination Date(s) [including
                    any    part   of   any   account   balance
                    distributed in the five year period ending
                    on the Determination Date(s)], and
                 
                 (2)     the  denominator of which is the  sum
                    of  all  account  balances [including  any
                    part of any account balance distributed in
                    the   five  year  period  ending  on   the
                    Determination Date(s)], both  computed  in
                    accordance with Code Section 416  and  the
                    regulations thereunder.
            
              Both  the  numerator and denominator of the  Top-Heavy
               Ratio  are increased to reflect any contribution  not
               actually made as of the Determination Date, but which
               is  required  to be taken into account on  that  date
               under   Code   Section   416  and   the   regulations
               thereunder.
            
            (b)     If  the  Employer maintains one or more  Defined
               Contribution Plans (including any Simplified Employee
               Pension  Plan)  and  the Employer  maintains  or  has
               maintained  one or more Defined Benefit  Plans  which
               during   the   five  year  period   ending   on   the
               Determination  Date(s) has or  has  had  any  accrued
               benefits,  the  Top-Heavy Ratio for any  Required  or
               Permissive  Aggregation Group  as  appropriate  is  a
               fraction,  the  numerator of  which  is  the  sum  of
               account   balances   under  the  aggregated   Defined
               Contribution  Plan  or Plans for all  Key  Employees,
               determined  in  accordance with (a)  above,  and  the
               Present   Value   of  accrued  benefits   under   the
               aggregated Defined Benefit Plan or Plans for all  Key
               Employees  as of the Determination Date(s),  and  the
               denominator  of  which  is the  sum  of  the  account
               balances  under  the aggregated Defined  Contribution
               Plan  or  Plans  for all Participants, determined  in
               accordance with (a) above, and the Present  Value  of
               accrued  benefits under the Defined Benefit  Plan  or
               Plans  for  all  Participants as of the Determination
               Date(s),  all  determined  in  accordance  with  Code
               Section  416  and  the regulations  thereunder.   The
               accrued benefits under a Defined Benefit Plan in both
               the  numerator and denominator of the Top-Heavy Ratio
               are  increased  for any distribution  of  an  accrued
               benefit  made in the five year period ending  on  the
               Determination Date.
            
            (c)     For purposes of (a) and (b) above, the value  of
               account  balances  and the Present Value  of  accrued
               benefits  will  be determined as of the  most  recent
               Valuation  Date that falls within or  ends  with  the
               12-month  period  ending on the  Determination  Date,
               except  as  provided  in Code  Section  416  and  the
               regulations thereunder for the first and second  plan
               years   of  a  Defined  Benefit  Plan.   The  account
               balances  and  accrued benefits of a participant  (1)
               who  is not a Key Employee but who was a Key Employee
               in  a  prior  year, or (2) who has not been  credited
               with  at  least one hour of Service with any Employer
               maintaining the Plan at any time during the five year
               period  ending  on the Determination  Date,  will  be
               disregarded.  The calculation of the Top-Heavy Ratio,
               and the extent to which distributions, rollovers, and
               transfers  are  taken into account will  be  made  in
               accordance  with Code Section 416 and the regulations
               thereunder.      Qualified     Voluntary     Employee
               Contributions   will not be taken  into  account  for
               purposes  of  computing  the Top-Heavy  Ratio.   When
               aggregating  plans the value of account balances  and
               accrued benefits will be calculated with reference to
               the  Determination Dates that fall  within  the  same
               calendar year.  The accrued  benefit of a Participant
               other  than a Key Employee shall be determined  under
               (1)  the  method, if any, that uniformly applies  for
               accrual  purposes  under all  Defined  Benefit  Plans
               maintained  by the Employer, or (2) if  there  is  no
               such  method,  as  if such benefit accrued  not  more
               rapidly than the slowest accrual rate permitted under
               the fractional rule of Code Section 411(b)(1)(C).

1.83  Top-Paid Group  The group consisting of the top 20% of Employees when
ranked on the basis of Compensation paid during such year.  For purposes of
determining the number of Employees in the group (but not who  is  in  it),
the following Employees shall be excluded:

            (a)     Employees who have not completed six months  of
               Service.
            
            (b)     Employees  who normally work less  than  17-1/2
               hours per week.
            
            (c)     Employees  who normally do not work  more  than
               six months during any year.
            
            (d)    Employees who have not attained age 21.
            
            (e)     Employees  included in a collective  bargaining
               unit,  covered  by  an  agreement  between  Employee
               representatives  and the Employer, where  retirement
               benefits  were the subject of good faith  bargaining
               and  provided  that  90% or more of  the  Employer's
               Employees are covered by the agreement.
            
            (f)     Employees  who are nonresident aliens  and  who
               receive  no  Earned Income which constitutes  income
               from sources within the United States.

1.84  Transfer  Contribution   A non-taxable transfer  of  a  Participant's
benefit directly from a Qualified Deferred Compensation Plan to this Plan.

1.85 Trustee  The individual(s) or institution appointed by the Employer to
invest the Fund.

1.86  Valuation Date  The last day of the Plan Year or such other  date  as
agreed  to  by the Employer and the Trustee/Custodian on which  Participant
accounts  are revalued in accordance with Article V hereof.  For  Top-Heavy
purposes, the date selected by the Employer as of which the Top-Heavy Ratio
is calculated.

1.87  Vested  Account  Balance  The aggregate value  of  the  Participant's
Vested  Account  Balances derived from Employer and Employee  contributions
(including  Rollovers), whether vested before or upon death, including  the
proceeds  of insurance contracts, if any, on the Participant's  life.   The
provisions  of Article VIII shall apply to a Participant who is  vested  in
amounts attributable to Employer contributions, Employee contributions  (or
both) at the time of death or distribution.

1.88  Voluntary Contribution  An Employee contribution made to the Plan  by
or  on  behalf of a Participant that is included in the Participant's gross
income  in  the year in which made and that is maintained under a  separate
account to which earnings and losses are allocated.

1.89 Welfare Benefit Fund  Any fund that is part of a plan of the Employer,
or  has  the effect of a plan, through which the Employer provides  Welfare
Benefits to Employees or their beneficiaries.  For these purposes,  Welfare
Benefits  means  any benefit other than those with respect  to  which  Code
Section  83(h)  (relating to transfers of property in connection  with  the
performance  of  services), Code Section 404 (relating  to  deductions  for
contributions  to an Employee's trust or annuity and Compensation  under  a
deferred  payment  plan), Code Section 404A (relating  to  certain  foreign
deferred compensation plans) apply.  A "Fund" is any social club, voluntary
employee  benefit association, supplemental unemployment benefit  trust  or
qualified  group  legal  service organization  described  in  Code  Section
501(c)(7), (9), (17) or (20); any trust, corporation, or other organization
not  exempt from income tax, or to the extent provided in regulations,  any
account held for an Employer by any person.

1.90  Year  Of  Service   A  12-consecutive month period  during  which  an
Employee  is  credited with not less than 1,000 (or such lesser  number  as
specified by the Employer in the Adoption Agreement) Hours of Service.

                                ARTICLE II

                         ELIGIBILITY REQUIREMENTS

2.1  Participation   Employees who meet the eligibility requirements in the
Adoption  Agreement  on  the  Effective  Date  of  the  Plan  shall  become
Participants  as of the Effective Date of the Plan.  If so elected  in  the
Adoption  Agreement, all Employees employed on the Effective  Date  of  the
Plan  may participate, even if they have not satisfied the Plan's specified
eligibility requirements.  Other Employees shall become Participants on the
Entry Date coinciding with or immediately following the date on which  they
meet   the  eligibility  requirements.   The  Employee  must  satisfy   the
eligibility  requirements  specified  in  the  Adoption  Agreement  and  be
employed  on  the Entry Date to become a Participant in the Plan.   In  the
event  an  Employee who is not a member of the eligible class of  Employees
becomes  a  member  of the eligible class, such Employee shall  participate
immediately  if  such Employee has satisfied the minimum  age  and  service
requirements and would have previously become a Participant had he  or  she
been  in  the  eligible class.  A former Participant shall again  become  a
Participant  upon returning to the employ of the Employer as  of  the  next
Entry Date or if earlier, the next Valuation Date.

2.2   Change  In  Classification Of Employment  In the event a  Participant
becomes  ineligible to participate because he or she is no longer a  member
of an eligible class of Employees, such Employee shall participate upon his
or her return to an eligible class of Employees.

2.3   Computation  Period   To determine Years of  Service  and  Breaks  in
Service for purposes of eligibility, the 12-consecutive month period  shall
commence on the date on which an Employee first performs an Hour of Service
for  the  Employer and each anniversary thereof, such that  the  succeeding
12-consecutive month period commences with the Employee's first anniversary
of employment and so on.

2.4   Employment Rights  Participation in the Plan shall not confer upon  a
Participant  any  employment  rights,  nor  shall  it  interfere  with  the
Employer's right to terminate the employment of any Employee at any time.

2.5   Service  With  Controlled Groups  All Years  of  Service  with  other
members  of a controlled group of corporations [as defined in Code  Section
414(b)],  trades  or businesses under common control [as  defined  in  Code
Section  414(c)], or members of an affiliated service group [as defined  in
Code  Section  414(m)]  shall be credited for purposes  of  determining  an
Employee's eligibility to participate.

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

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

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

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

            (a)     own  the  entire interest in an  unincorporated
               trade or business, or
            
            (b)     in the case of a partnership, own more than 50%
               of  either  the  capital  interest  or  the  profits
               interest in the partnership.

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

2.7   Leased Employees  Any leased Employee shall be treated as an Employee
of  the recipient Employer; however, contributions or benefits provided  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  such  Employee is covered by a money purchase  pension  plan
providing:

            (a)     a  non-integrated Employer contribution rate of
               at  least 10% of Compensation, [as defined  in  Code
               Section  415(c)(3) but including amounts contributed
               by  the  Employer  pursuant to  a  salary  reduction
               agreement,  which are excludable from the Employee's
               gross income under a cafeteria plan covered by  Code
               Section 125, a cash or deferred profit-sharing  plan
               under  Code  Section  401(k), a Simplified  Employee
               Pension Plan under Code Section 402(h)(1)(B ) and  a
               tax-sheltered annuity under Code Section 403(b)],
            
            (b)    immediate participation, and
            
            (c)    full and immediate vesting.

This exclusion is only available if Leased Employees do not constitute more
than  twenty  percent (20%) of the recipient's non-highly compensated  work
force.

2.8   Thrift  Plans   If  the Employer makes an election  in  the  Adoption
Agreement  to require Voluntary Contributions to participate in this  Plan,
the  Employer shall notify each eligible Employee in writing of his or  her
eligibility  for  participation at least 30 days prior to  the  appropriate
Entry  Date.  The Employee shall indicate his or her intention to join  the
Plan  by  authorizing the Employer to withhold a percentage of his  or  her
Compensation as provided in the Plan.  Such authorization shall be returned
to  the Employer at least ten days prior to the Employee's Entry Date.  The
Employee may decline participation by so indicating on the enrollment  form
or  by  failure to return the enrollment form to the Employer prior to  the
Employee's  Entry  Date.   If the Employee declines  to  participate,  such
Employee shall be given the opportunity to join the Plan on the next  Entry
Date.   The  taking  of  a  Hardship withdrawal  under  the  provisions  of
paragraph  6.9  will  impact  the  Participant's  ability  to  make   these
contributions.

                               ARTICLE III

                          EMPLOYER CONTRIBUTIONS

3.1   Amount   The Employer intends to make periodic contributions  to  the
Plan  in  accordance with the formula or formulas selected in the  Adoption
Agreement. However, the Employer's contribution for any Plan Year shall  be
subject to the limitations on allocations contained in Article X.

3.2   Expenses And Fees  The Employer shall also be authorized to reimburse
the  Fund for all expenses and fees incurred in the administration  of  the
Plan  or  Trust/Custodial Account and paid out of the assets of  the  Fund.
Such  expenses  shall  include, but shall  not  be  limited  to,  fees  for
professional services, printing and postage.  Brokerage commissions may not
be reimbursed.

3.3   Responsibility  For Contributions  Neither the Trustee/Custodian  nor
the  Sponsor  shall  be required to determine if the Employer  has  made  a
contribution  or  if  the  amount contributed is  in  accordance  with  the
Adoption   Agreement   or  the  Code.   The  Employer   shall   have   sole
responsibility in this regard.  The Trustee/Custodian shall be  accountable
solely  for  contributions actually received by it, within  the  limits  of
Article XI.

3.4   Return  Of  Contributions  Contributions made  to  the  Fund  by  the
Employer shall be irrevocable except as provided below:

            (a)       Any    contribution    forwarded    to    the
               Trustee/Custodian  because of  a  mistake  of  fact,
               provided  that the contribution is returned  to  the
               Employer within one year of the contribution.
            
            (b)     In  the event that the Commissioner of Internal
               Revenue  determines that the Plan is  not  initially
               qualified  under  the  Internal  Revenue  Code,  any
               contribution   made   incident   to   that   initial
               qualification  by the Employer must be  returned  to
               the  Employer  within one year after  the  date  the
               initial  qualification is denied, but  only  if  the
               application  for the qualification is  made  by  the
               time  prescribed  by law for filing  the  Employer's
               return  for  the taxable year in which the  Plan  is
               adopted, or such later date as the Secretary of  the
               Treasury may prescribe.
            
            (c)         Contributions     forwarded     to      the
               Trustee/Custodian are presumed to be deductible  and
               are     conditioned    on    their    deductibility.
               Contributions  which  are  determined  to   not   be
               deductible will be returned to the Employer.
            
                           ARTICLE IV
            
                            EMPLOYEE CONTRIBUTIONS
            

4.1   Voluntary Contributions  An Employee may make Voluntary Contributions
to  the  Plan established hereunder if so authorized by the Employer  in  a
uniform  and nondiscriminatory manner.  Such contributions are  subject  to
the  limitations  on Annual Additions and are subject to antidiscrimination
testing.

4.2   Qualified Voluntary Contributions  A Participant may no  longer  make
Qualified Voluntary Contributions to the Plan.  Amounts already contributed
may  remain  in the Trust Fund/Custodial Account until distributed  to  the
Participant.   Such amounts will be maintained in a separate account  which
will  be nonforfeitable at all times.  The account will share in the  gains
and losses of the Trust in the same manner as described at paragraph 5.4 of
the Plan.  No part of the Qualified Voluntary Contribution account will  be
used  to  purchase  life  insurance.  Subject to Article  VIII,  Joint  and
Survivor Annuity Requirements (if applicable), the Participant may withdraw
any  part  of  the  Qualified Voluntary Contribution account  by  making  a
written application to the Plan Administrator.

4.3   Rollover  Contribution   Unless provided otherwise  in  the  Adoption
Agreement,  a Participant may make a Rollover Contribution to  any  Defined
Contribution  Plan established hereunder of all or any part  of  an  amount
distributed  or  distributable  to him or her  from  a  Qualified  Deferred
Compensation Plan provided:

          (a)   the  amount  distributed to  the  Participant  is
          deposited  to  the Plan no later than the sixtieth  day
          after   such   distribution   was   received   by   the
          Participant,

          (b)    the  amount  distributed  is  not  one  of  a  series   of
          substantially equal periodic payments made for the life (or  life
          expectancy) of the Participant or the joint lives (or joint  life
          expectancies) of the Participant and the Participant's Designated
          Beneficiary, or for a specified period of ten years or more;

          (c)   the  amount distributed is not required under Code  Section
          401(a)(9);

          (d)  if the amount distributed included property such property is
          rolled  over,  or  if sold the proceeds of such property  may  be
          rolled over; and

          (e)   the  amount distributed is not includible in  gross  income
          (determined  without regard to the exclusion for  net  unrealized
          appreciation with respect to Employer securities).

In  addition, if the Adoption Agreement allows Rollover Contributions,  the
Plan  will  also accept any Eligible Rollover Distribution (as  defined  at
paragraph 1.55) directly to the Plan.

Rollover  Contributions, which relate to distributions prior to January  1,
1993,  must  be  made  in accordance with paragraphs (a)  through  (e)  and
additionally meet the requirements of paragraph (f):

          (f)   The  distribution  from  the  Qualified  Deferred
          Compensation Plan constituted the Participant's  entire
          interest  in such Plan and was distributed  within  one
          taxable year to the Participant:

                     (1)   on  account  of  separation  from
               Service,  a Plan termination, or in the  case
               of  a  profit-sharing or stock bonus plan,  a
               complete   discontinuance  of   contributions
               under  such Plan within the meaning  of  Code
               Section 402(a)(6)(A), or

                     (2)  in one or more distributions which
               constitute  a qualified lump sum distribution
               within    the   meaning   of   Code   Section
               402(e)(4)(A), determined without reference to
               subparagraphs (B) and (H).

Such   Rollover  Contribution  may  also  be  made  through  an  individual
retirement account qualified under Code Section 408 where the IRA was  used
as  a  conduit from the Qualified Deferred Compensation Plan, the  Rollover
Contribution is made in accordance with the rules provided under  paragraph
(a)  through (e) and the Rollover Contribution does not include any regular
IRA contributions, or earnings thereon, which the Participant may have made
to the IRA.  Rollover Contributions, which relate to distributions prior to
January  1,  1993, may be made through an IRA in accordance with paragraphs
(a)  through  (f) and additional requirements as provided in  the  previous
sentence.   The  Trustee/Custodian  shall  not  be  held  responsible   for
determining  the  tax-free status of any Rollover Contribution  made  under
this Plan.

4.4   Transfer  Contribution   Unless provided otherwise  in  the  Adoption
Agreement  a  Participant may, subject to the provisions of paragraph  4.5,
also arrange for the direct transfer of his or her benefit from a Qualified
Deferred Compensation Plan to this Plan.  For accounting and record keeping
purposes,  Transfer Contributions shall be treated in the  same  manner  as
Rollover Contributions.

4.5   Employer Approval Of Transfer Contributions  The Employer maintaining
a  safe-harbor  profit-sharing plan in accordance with  the  provisions  of
paragraph  8.7,  acting  in a nondiscriminatory manner,  may  in  its  sole
discretion  refuse  to allow Transfer Contributions to  its  profit-sharing
plan,  if  such contributions are directly or indirectly being  transferred
from  a  defined benefit plan, a money purchase pension plan  (including  a
target  benefit  plan), a stock bonus plan, or another profit-sharing  plan
which  would  otherwise provide for a life annuity form of payment  to  the
Participant.

4.6   Elective  Deferrals  A Participant may enter into  a  Salary  Savings
Agreement with the Employer authorizing the Employer to withhold a  portion
of  such Participant's Compensation not to exceed $7,000 per calendar  year
as  adjusted  under  Code Section 415(d) or, if lesser, the  percentage  of
Compensation specified in the Adoption Agreement and to deposit such amount
to  the Plan.  No Participant shall be permitted to have Elective Deferrals
made  under  this  Plan  or  any other qualified  plan  maintained  by  the
Employer,  during  any  taxable year, in excess of  the  dollar  limitation
contained in Code Section 402(g) in effect at the beginning of such taxable
year.   Thus,  the $7,000 limit may be reduced if a Participant contributes
pre-tax  contributions to qualified plans of this or other Employers.   Any
such  contribution  shall  be  credited to the  Employee's  Salary  Savings
Account.    Unless  otherwise  specified  in  the  Adoption  Agreement,   a
Participant  may  amend  his or her Salary Savings Agreement  to  increase,
decrease  or  terminate the percentage upon 30 days written notice  to  the
Employer.   If  a  Participant  terminates  his  or  her  agreement,   such
Participant  shall  not be permitted to put a new Salary Savings  Agreement
into  effect  until  the  first pay period in the next  Plan  Year,  unless
otherwise stated in the Adoption Agreement.  The Employer may also amend or
terminate  said  agreement  on written notice to  the  Participant.   If  a
Participant has not authorized the Employer to withhold at the maximum rate
and  desires  to  increase  the  total  withheld  for  a  Plan  Year,  such
Participant  may authorize the Employer upon 30 days notice to  withhold  a
supplemental amount up to 100% of his or her Compensation for one  or  more
pay  periods.   In no event may the sum of the amounts withheld  under  the
Salary Savings Agreement plus the supplemental withholding exceed 25% of  a
Participant's  Compensation  for  a  Plan  Year.   The  Employer  may  also
recharacterize as after-tax Voluntary Contributions all or any  portion  of
amounts  previously withheld under any Salary Savings Agreement within  the
Plan  Year  as provided for at paragraph 10.9.  This may be done to  insure
that  the  Plan will meet one of the antidiscrimination tests   under  Code
Section 401(k).  Elective Deferrals shall be deposited in the Trust  within
30 days after being withheld from the Participant's pay.

4.7   Required  Voluntary  Contributions  If the Employer  makes  a  thrift
election  in  the  Adoption Agreement, each eligible Participant  shall  be
required to make Voluntary Contributions to the Plan for credit to  his  or
her  account  as  provided   in  the Adoption  Agreement.   Such  Voluntary
Contributions shall be withheld from the Employee's Compensation and  shall
be  transmitted by the Employer to the Trustee/Custodian as agreed  between
the   Employer  and  Trustee/Custodian.   A  Participant  may   discontinue
participation or change his or her Voluntary Contribution percentage by  so
advising  the  Employer at least ten days prior to the date on  which  such
discontinuance or change is to be effective.  If a Participant discontinues
his  or  her  Voluntary  Contributions,  such  Participant  may  not  again
authorize Voluntary Contributions for a period of one year from the date of
discontinuance.  A Participant may voluntarily change his or her  Voluntary
Contribution  percentage once during any Plan Year and may  also  agree  to
have  a  reduction in his or her contribution, if required to  satisfy  the
requirements of the ACP test.

4.8  Direct Rollover of Benefits  Notwithstanding any provision of the Plan
to  the contrary that would otherwise limit a Participant's election  under
this  paragraph,  for distributions made on or after  January  1,  1993,  a
Participant may elect, at the time and in the manner prescribed by the Plan
Administrator,  to  have any portion of an Eligible  Rollover  Distribution
paid  directly to an Eligible Retirement Plan specified by the  Participant
in  a  Direct  Rollover.  Any portion of a distribution which is  not  paid
directly  to  an  Eligible  Retirement Plan shall  be  distributed  to  the
Participant.   For  purposes of this paragraph, a  Surviving  Spouse  or  a
Spouse  or  former  Spouse  who is an alternate  payee  under  a  Qualified
Domestic  Relations  Order  as  defined in Code  Section  414(p),  will  be
permitted to elect to have any Eligible Rollover Distribution paid directly
to  an  individual  retirement account (IRA) or  an  individual  retirement
annuity (IRA).

The plan provisions otherwise applicable to distributions continue to apply
to Rollover and Transfer Contributions.

                                 ARTICLE V

                           PARTICIPANT ACCOUNTS

5.1  Separate Accounts  The Employer shall establish a separate bookkeeping
account for each Participant showing the total value of his or her interest
in the Fund.  Each Participant's account shall be separated for bookkeeping
purposes into the following sub-accounts:

            (a)    Employer contributions.
            
              (1)  Matching Contributions.
            
              (2)  Qualified Matching Contributions.
            
              (3)  Qualified Non-Elective Contributions.
            
              (4)  Discretionary Contributions.
            
              (5)  Elective Deferrals.
            
            (b)     Voluntary Contributions (and additional amounts
               including required contributions and, if applicable,
               either  repayments of loans previously defaulted  on
               and treated as "deemed distributions" on which a tax
               report has been issued, and amounts paid out upon  a
               separation from Service which have been included  in
               income and which are repaid after being re-hired  by
               the Employer).
            
            (c)     Qualified Voluntary Contributions (if the  Plan
               previously accepted these).
            
            (d)
               Rollover Contributions and Transfer Contributions.

5.2   Adjustments To Participant Accounts  As of each Valuation Date of the
Plan, the Employer shall add to each account:

            (a)      the  Participant's  share  of  the  Employer's
               contribution  and forfeitures as determined  in  the
               Adoption Agreement,
            
            (b)     any Elective Deferrals, Voluntary, Rollover  or
               Transfer Contributions made by the Participant,
            
            (c)     any repayment of amounts previously paid out to
               a  Participant  upon a separation from  Service  and
               repaid  by  the Participant since the last Valuation
               Date, and
            
            (d)     the  Participant's proportionate share  of  any
               investment earnings and increase in the fair  market
               value of the Fund since the last Valuation Date,  as
               determined at paragraph 5.4.

The Employer shall deduct from each account:
            
            (e)     any  withdrawals  or  payments  made  from  the
               Participant's account since the last Valuation Date,
               and
            
            (f)     the  Participant's proportionate share  of  any
               decrease in the fair market value of the Fund  since
               the  last Valuation Date, as determined at paragraph
               5.4.
       
5.3   Allocating Employer Contributions  The Employer's contribution  shall
be  allocated  to  Participants in accordance with the  allocation  formula
selected  by  the  Employer  in the Adoption  Agreement,  and  the  minimum
contribution  and  allocation requirements for Top-Heavy Plans.   Beginning
with  the 1990 Plan Year and thereafter, for plans on Standardized Adoption
Agreement  001, Participants who are credited with more than 500  Hours  of
Service  or  are employed on the last day of the Plan Year must  receive  a
full  allocation  of  Employer contributions.  In Nonstandardized  Adoption
Agreement 002, Employer contributions shall be allocated to the accounts of
Participants  employed by the Employer on the last day  of  the  Plan  Year
unless indicated otherwise in the Adoption Agreement.  In the case of a non-
Top-Heavy,  Nonstandardized Plan, Participants must also have  completed  a
Year of Service unless otherwise specified in the Adoption Agreement.   For
Nonstandardized  Adoption Agreement 002, the Employer may  only  apply  the
last  day  of  the Plan Year and Year of Service requirements if  the  Plan
satisfies the requirements of Code Sections 401(a)(26) and 410(b)  and  the
regulations thereunder including the exception for 401(k) plans.  If,  when
applying  the last day and Year of Service requirements, the Plan fails  to
satisfy  the aforementioned requirements, additional Participants  will  be
eligible  to  receive  an  allocation of Employer contributions  until  the
requirements are satisfied.  Participants who are credited with a  Year  of
Service,  but  not  employed at Plan Year end, are the  first  category  of
additional  Participants  eligible  to  receive  an  allocation.   If   the
requirements are still not satisfied, Participants credited with more  than
500 Hours of Service and employed at Plan Year end are the next category of
Participants  eligible to receive an allocation.  Finally, if necessary  to
satisfy the said requirements, any Participant credited with more than  500
Hours   of   Service  will  be  eligible  for  an  allocation  of  Employer
Contributions.  The Service requirement is not applicable with  respect  to
any Plan Year during which the Employer's Plan is Top-Heavy.

5.4   Allocating Investment Earnings And Losses  A Participant's  share  of
investment  earnings and any increase or decrease in the fair market  value
of  the  Fund  shall  be based on the proportionate  value  of  all  active
accounts  (other than accounts with segregated investments) as of the  last
Valuation  Date  minus withdrawals, minus fees, plus/minus  transfers,  and
plus  the  average  balance, as defined by the Plan Administrator,  of  the
current  period's  contributions  and loan  payments  except  for  Employer
contributions made on an annual basis after the end of the Plan Year  since
the  last Valuation Date.  Account balances not yet forfeited shall receive
an   allocation  of  earnings  and/or  losses.   Accounts  with  segregated
investments  shall  receive  only the income or  loss  on  such  segregated
investments.

Alternatively,  at the Plan Administrator's option, all financial  activity
will  be credited with an allocation of the actual investment earnings  and
gains  and  losses  from the actual date of deposit of each  such  activity
until  the  end of the period.  Accounts with segregated investments  shall
receive  only  the  income or loss on such segregated investments.   In  no
event  shall the selection of a method allocating gains and losses be  used
to discriminate in favor of the Highly Compensated Employees.

5.5   Participant  Statements  Upon completing  the  allocations  described
above for the Valuation Date coinciding with the end of the Plan Year,  the
Employer  shall  prepare  a  statement for  each  Participant  showing  the
additions  to and subtractions from his or her account since the last  such
statement and the fair market value of his or her account as of the current
Valuation  Date.  Employers so choosing may prepare Participant  statements
for each Valuation Date.
                                ARTICLE VI

                  RETIREMENT BENEFITS AND DISTRIBUTIONS

6.1  Normal Retirement Benefits  A Participant shall be entitled to receive
the  balance  held  in his or her account from Employer contributions  upon
attaining  Normal Retirement Age or at such earlier dates as the provisions
of  this  Article  VI  may allow.  If the Participant  elects  to  continue
working  past his or her Normal Retirement Age, he or she will continue  as
an  active  Plan  Participant and no distribution shall  be  made  to  such
Participant  until  his or her actual retirement date unless  the  employer
elects  otherwise in the Adoption Agreement, or a minimum  distribution  is
required  by  law.   Settlement shall be made in the  normal  form,  or  if
elected, in one of the optional forms of payment provided below.

6.2  Early Retirement Benefits  If the Employer so provides in the Adoption
Agreement, an early retirement benefit will be available to individuals who
meet  the age and Service requirements.  An individual who meets the  Early
Retirement  Age requirements and separates from Service, will become  fully
vested, regardless of any vesting schedule which otherwise might apply.  If
a   Participant   separates  from  Service  before   satisfying   the   age
requirements,  but  after  having satisfied the  Service  requirement,  the
Participant  will  be  entitled to elect an Early Retirement  benefit  upon
satisfaction of the age requirement.

6.3  Benefits On Termination Of Employment

            (a)     If a Participant terminates employment prior to
               Normal  Retirement  Age, such Participant  shall  be
               entitled to receive the vested balance held  in  his
               or  her account payable at Normal Retirement Age  in
               the  normal  form,  or if elected,  in  one  of  the
               optional  forms of payment provided  hereunder.   If
               applicable, the Early Retirement Benefit  provisions
               may   be  elected.   Notwithstanding  the  preceding
               sentence,  a former Participant may, if  allowed  in
               the  Adoption  Agreement, make  application  to  the
               Employer  requesting early payment of  any  deferred
               vested and nonforfeitable benefit due.
            
            (b)     If a Participant terminates employment, and the
               value  of that Participant's vested account  balance
               derived from Employer and Employee contributions  is
               not   greater  than  $3,500,  the  Participant  will
               receive a lump sum distribution of the value of  the
               entire  vested portion of such account  balance  and
               the   non-vested  portion  will  be  treated  as   a
               forfeiture.   For purposes of this Article,  if  the
               value  of a Participant's Vested Account Balance  is
               zero,  the  Participant  shall  be  deemed  to  have
               received  a  distribution  of  such  Vested  Account
               Balance.  For Plan Years beginning prior to 1989,  a
               Participant's  Vested  Account  Balance  shall   not
               include     Qualified    Voluntary    Contributions.
               Notwithstanding the above, if the Employer maintains
               or  has maintained a policy of not distributing  any
               amounts  until  the Participant's Normal  Retirement
               Age,  the  Employer can continue to uniformly  apply
               such policy.
            
            (c)     If  a Participant terminates employment with  a
               vested  account  balance derived from  Employer  and
               Employee  contributions in  excess  of  $3,500,  and
               elects  (with  his  or  her  Spouse's  consent,   if
               required) to receive 100% of the value of his or her
               Vested Account Balance in a lump sum, the non-vested
               portion  will  be  treated  as  a  forfeiture.   The
               Participant  (and  his or her Spouse,  if  required)
               must  consent to any distribution, when  the  Vested
               Account Balance described above exceeds $3,500 or if
               at  the  time of any prior distribution it  exceeded
               $3,500.   For purposes of this paragraph,  for  Plan
               Years  beginning  prior  to  1989,  a  Participant's
               Vested  Account Balance shall not include  Qualified
               Voluntary Contributions.
            
            (d)      Distribution  of  less  than   100%   of   the
               Participant's Vested Account Balance shall  only  be
               permitted  if the Participant is fully  vested  upon
               termination of employment.
            
            (e)      If  a  Participant  who  is  not  100%  vested
               receives  or  is  deemed to receive  a  distribution
               pursuant  to  this paragraph and resumes  employment
               covered under this Plan, the Participant shall  have
               the  right  to repay to the Plan the full amount  of
               the    distribution   attributable    to    Employer
               contributions on or before the earlier of  the  date
               that   the   Participant  incurs  five   consecutive
               one-year  Breaks in Service following  the  date  of
               distribution or five years after the first  date  on
               which  the  Participant is subsequently  reemployed.
               In  such  event, the Participant's account shall  be
               restored  to  the  value thereof  at  the  time  the
               distribution  was made and may further be  increased
               by  the  Plan's income and investment  gains  and/or
               losses on the undistributed amount from the date  of
               distribution to the date of repayment.
            
            (f)     A  Participant shall also have the  option,  to
               postpone  payment of his or her Plan benefits  until
               the  first day of April following the calendar  year
               in  which he or she attains age 70-1/2. Any  balance
               of a Participant's account resulting from his or her
               Employee contributions not previously withdrawn,  if
               any, may be withdrawn by the Participant immediately
               following separation from Service.
            
            (g)      If  a  Participant  ceases  to  be  an  active
               Employee  as a result of a Disability as defined  at
               paragraph  1.21, such Participant shall be  able  to
               make  an  application  for a  disability  retirement
               benefit  payment.  The Participant's account balance
               will  be deemed  "immediately distributable" as  set
               forth  in  paragraph 6.4, and will be  fully  vested
               pursuant to paragraph 9.2.

6.4  Restrictions On Immediate Distributions

            (a)     An account balance is immediately distributable
               if   any  part  of  the  account  balance  could  be
               distributed to the Participant (or Surviving Spouse)
               before  the  Participant  attains  (or  would   have
               attained  if not deceased) the later of  the  Normal
               Retirement Age or age 62.
            
            (b)     If  the value of a Participant's Vested Account
               Balance   derived   from   Employer   and   Employee
               Contributions exceeds (or at the time of  any  prior
               distribution  exceeded)  $3,500,  and  the   account
               balance    is    immediately   distributable,    the
               Participant  and his or her Spouse (or where  either
               the   Participant  or  the  Spouse  has  died,   the
               survivor) must consent to any distribution  of  such
               account balance.  The consent of the Participant and
               the  Spouse shall be obtained in writing within  the
               90-day  period ending on the Annuity Starting  Date,
               which is the first day of the first period for which
               an  amount is paid as an annuity or any other  form.
               The  Plan Administrator shall notify the Participant
               and  the Participant's Spouse of the right to  defer
               any  distribution  until the  Participant's  account
               balance  is  no  longer  immediately  distributable.
               Such    notification   shall   include   a   general
               description  of  the  material  features,   and   an
               explanation of the relative values of, the  optional
               forms  of  benefit available under  the  plan  in  a
               manner that would satisfy the notice requirements of
               Code  Section  417(a)(3), and shall be  provided  no
               less than 30 days and no more than 90 days prior  to
               the Annuity Starting Date.
            
            (c)      Notwithstanding   the  foregoing,   only   the
               Participant  need consent to the commencement  of  a
               distribution  in the form of a Qualified  Joint  and
               Survivor  Annuity  while  the  account  balance   is
               immediately distributable.  Furthermore, if  payment
               in  the  form  of  a  Qualified Joint  and  Survivor
               Annuity  is  not  required  with  respect   to   the
               Participant pursuant to paragraph 8.7 of  the  Plan,
               only   the   Participant   need   consent   to   the
               distribution   of   an  account  balance   that   is
               immediately distributable.  Neither the  consent  of
               the  Participant nor the Participant's Spouse  shall
               be  required  to  the extent that a distribution  is
               required to satisfy Code Section 401(a)(9)  or  Code
               Section 415.  In addition, upon termination of  this
               Plan  if  the Plan does not offer an annuity  option
               (purchased   from   a  commercial   provider),   the
               Participant's  account  balance  may,  without   the
               Participant's   consent,  be  distributed   to   the
               Participant   or  transferred  to  another   Defined
               Contribution  Plan  [other than  an  employee  stock
               ownership   plan   as  defined   in   Code   Section
               4975(e)(7)] within the same controlled group.
            
            (d)     For  purposes  of determining the applicability
               of    the   foregoing   consent   requirements    to
               distributions made before the first day of the first
               Plan  Year  beginning after 1988, the  Participant's
               Vested  Account  Balance shall not  include  amounts
               attributable to Qualified Voluntary Contributions.

6.5   Normal  Form  Of Payment  The normal form of payment  for  a  profit-
sharing plan satisfying the requirements of paragraph 8.7 hereof shall be a
lump  sum  with no option for annuity payments.  For all other  plans,  the
normal  form  of payment hereunder shall be a Qualified Joint and  Survivor
Annuity as provided under Article VIII.  A Participant whose Vested Account
Balance derived from Employer and Employee contributions exceeds $3,500, or
if  at  the time of any prior distribution it exceeded $3,500, shall  (with
the  consent  of his or her Spouse) have the right to receive  his  or  her
benefit  in  a  lump  sum or in monthly, quarterly, semi-annual  or  annual
payments  from  the  Fund  over any period not extending  beyond  the  life
expectancy of the Participant and his or her Beneficiary.  For purposes  of
this  paragraph,  for  Plan  Years prior to 1989,  a  Participant's  Vested
Account  Balance shall not include Qualified Voluntary Contributions.   The
normal  form of payment shall be automatic, unless the Participant files  a
written request with the Employer prior to the date on which the benefit is
automatically  payable, electing a lump sum or installment payment  option.
No  amendment  to  the Plan may eliminate one of the optional  distribution
forms listed above.

6.6  Commencement Of Benefits

            (a)      Unless   the  Participant  elects   otherwise,
               distribution  of benefits will begin no  later  than
               the  60th  day after the close of the Plan  Year  in
               which the latest of the following events occurs:
                 
                 (1)     the  Participant attains age  65  (or
                    normal retirement age if earlier),
                 
                 (2)     the tenth anniversary of the year  in
                    which     the     Participant    commenced
                    participation in the Plan, or
                 
                 (3)     the  Participant  terminates  Service
                    with the Employer.
            
            (b)     Notwithstanding the foregoing, the failure of a
               Participant and Spouse (if necessary) to consent  to
               a   distribution  while  a  benefit  is  immediately
               distributable, within the meaning of  paragraph  6.4
               hereof,  shall  be  deemed  an  election  to   defer
               commencement of payment of any benefit sufficient to
               satisfy this paragraph.

6.7   Claims  Procedures   Upon retirement, death, or  other  severance  of
employment,  the  Participant  or  his  or  her  representative  may   make
application  to  the Employer requesting payment of benefits  due  and  the
manner  of  payment.  If no application for benefits is made, the  Employer
shall automatically pay any vested benefit due hereunder in the normal form
at the time prescribed at paragraph 6.4.  If an application for benefits is
made,  the Employer shall accept, reject, or modify such request and  shall
notify  the  Participant  in  writing setting forth  the  response  of  the
Employer and in the case of a denial or modification the Employer shall:

            (a)     state  the specific reason or reasons  for  the
               denial,
            
            (b)     provide  specific reference to  pertinent  Plan
               provisions on which the denial is based,
            
            (c)      provide   a   description  of  any  additional
               material   or   information   necessary   for    the
               Participant  or  his representative to  perfect  the
               claim  and  an explanation of why such  material  or
               information is necessary, and
            
            (d)     explain  the  Plan's claim review procedure  as
               contained in this Plan.

In the event the request is rejected or modified, the Participant or his or
her  representative may within 60 days following receipt by the Participant
or  representative  of  such rejection or modification,  submit  a  written
request for review by the Employer of its initial decision.  Within 60 days
following  such  request for review, the Employer shall  render  its  final
decision  in writing to the Participant or representative stating  specific
reasons  for  such decision.  If the Participant or representative  is  not
satisfied   with   the  Employer's  final  decision,  the  Participant   or
representative  can  institute an action in a federal  court  of  competent
jurisdiction; for this purpose, process would be served on the Employer.

6.8   In-Service Withdrawals  An Employee may withdraw all or any  part  of
the  fair  market  value  of his or her Mandatory Contributions,  Voluntary
Contributions,  Qualified Voluntary Contributions, Rollover  Contributions,
or  Transfer  Contributions upon written request to the Employer.  Transfer
contributions   which  originate  from  a  Plan  meeting  the   safe-harbor
provisions  of  paragraph 8.7 may also be withdrawn  by  an  Employee  upon
written  request to the Employer.  Transfer Contributions not  meeting  the
safe-harbor  provisions  may  only  be withdrawn  upon  retirement,  death,
Disability, termination or termination of the Plan and will be  subject  to
Spousal consent requirements contained in Code Sections 411(a)(11) and 417.
Such  request  shall  include the Participant's  address,  social  security
number,  birthdate,  and  amount of the  withdrawal.   If  at  the  time  a
distribution   of  Qualified  Voluntary  Contributions  is   received   the
Participant has not attained age 59-1/2 and is not disabled, as defined  at
Code  Section 22(e)(3), the Participant will be subject to a federal income
tax penalty, unless the distribution is rolled over to a qualified plan  or
individual  retirement plan within 60 days of the date of distribution.   A
Participant may withdraw all or any part of the fair market value of his or
her  pre-1987  Voluntary  Contributions with  or  without  withdrawing  the
earnings attributable thereto.  Post-1986 Voluntary Contributions may  only
be  withdrawn along with a portion of the earnings thereon.  The amount  of
the    earnings   to   be   withdrawn   is   determined   by   using    the
formula:  DA [1-(V , V+E)], where DA is the distribution amount, V  is  the
amount  of  Voluntary  Contributions  and V+E is the  amount  of  Voluntary
Contributions  plus  the  earnings  attributable  thereto.   A  Participant
withdrawing  his or her other contributions prior to attaining age  59-1/2,
will  be  subject to a federal tax penalty to the extent that the withdrawn
amounts  are includible in income.  Unless the Employer provides  otherwise
in  the Adoption Agreement, any Participant in a profit-sharing plan who is
100% fully vested in his or her Employer contributions may, if permitted by
the  Employer in the Adoption Agreement, withdraw all or any  part  of  the
fair  market  value  of any of such contributions that  have  been  in  the
account  at least two years, plus the investment earnings thereon,  without
separation  from  Service.  Such distributions shall not  be  eligible  for
redeposit  to  the  Fund.   A  withdrawal under this  paragraph  shall  not
prohibit  such Participant from sharing in any future Employer contribution
he  or  she would otherwise be eligible to share in.  A request to withdraw
amounts pursuant to this paragraph must if applicable, be consented  to  by
the  Participant's Spouse.  The consent shall comply with the  requirements
of  paragraph 6.4 relating to immediate distributions.  Elective Deferrals,
Qualified Non-elective Contributions, and Qualified Matching Contributions,
and  income allocable to each are not distributable to a Participant or his
or  her beneficiary or beneficiaries, in accordance with such Participant's
or  beneficiary's or beneficiaries' election, earlier than upon  separation
from  Service, death, or Disability.  Such amounts may also be  distributed
upon:

            (a)       Termination   of   the   Plan   without   the
               establishment of another Defined Contribution Plan.
            
            (b)      The   disposition  by  a  corporation  to   an
               unrelated  corporation 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, but  only
               with  respect  to Employees who continue  employment
               with the corporation acquiring such assets.
            
            (c)      The   disposition  by  a  corporation  to   an
               unrelated entity of such corporation's interest in a
               subsidiary  [within  the  meaning  of  Code  Section
               409(d)(3)] if such corporation continues to maintain
               this  Plan,  but only with respect to Employees  who
               continue employment with such subsidiary.
            
            (d)    The attainment of age 59-1/2.
            
            (e)     The Hardship of the Participant as described in
               paragraph 6.9.

All distributions that may be made pursuant to one or more of the foregoing
distributable  events  are subject to the Spousal and  Participant  consent
requirements, if applicable, contained in Code Sections 401(a)(11) and 417.
6.9   Hardship  Withdrawal  If permitted by the Trustee/Custodian  and  the
Employer  in the Adoption Agreement, a Participant may request  a  Hardship
withdrawal  prior  to  attaining age 59-1/2.  If the  Participant  has  not
attained age 59-1/2, the Participant may be subject to a federal income tax
penalty.   Such request shall be in writing to the Employer who shall  have
sole  authority to authorize a Hardship withdrawal, pursuant to  the  rules
below.   Hardship withdrawals may include Elective Deferrals regardless  of
when  contributed and any earnings accrued and credited thereon as  of  the
last  day of the Plan Year ending before July 1, 1989 and Employer  related
contributions  plus the investment earnings thereon to the  extent  vested.
Qualified Matching Contributions, Qualified Non-Elective Contributions  and
Elective  Deferrals  reclassified  as  Voluntary  Contributions  plus   the
investment earnings thereon are not available for Hardship withdrawal prior
to  age  59-1/2  to the extent that they were credited to the Participant's
account  as of the last day of the Plan Year ending prior to July 1,  1989.
The  Plan Administrator may limit withdrawals to Elective Deferrals and the
earnings thereon as stipulated above.  Hardship withdrawals are subject  to
the  Spousal consent requirements contained in Code Sections 401(a)(11) and
417.  Only the following reasons are valid to obtain Hardship withdrawal:

            (a)     medical  expenses [within the  meaning  of  Code
               Section 213(d)] incurred or necessary for the medical
               care  of the Participant, his or her Spouse, children
               and other dependents,
            
            (b)     the  purchase (excluding mortgage  payments)  of
               the principal residence for the Participant,
            
            (c)      payment  of  tuition  and  related  educational
               expenses for the next twelve months of post-secondary
               education  for  the Participant, his or  her  Spouse,
               children or other dependents, or
            
            (d)     the  need  to  prevent eviction of the  Employee
               from  or  a  foreclosure  on  the  mortgage  of,  the
               Employee's principal residence.

Furthermore, the following conditions must be met in order for a withdrawal
to be authorized:

            (e)     the  Participant has obtained all distributions,
               other than Hardship distributions, and all nontaxable
               loans under all plans maintained by the Employer,
            
            (f)     all plans maintained by the Employer, other than
               flexible   benefit  plans  under  Code  Section   125
               providing  for  current benefits,  provide  that  the
               Employee's    Elective   Deferrals   and    Voluntary
               Contributions  will be suspended  for  twelve  months
               after the receipt of the Hardship distribution,
            
            (g)     the  distribution is not in excess of the amount
               of  the  immediate  and  heavy  financial  need  [(a)
               through  (d)]  above, including amounts necessary  to
               pay  any  federal,  state  or  local  income  tax  or
               penalties reasonably anticipated to result  from  the
               distribution, and
            
            (h)     all  plans  maintained by the Employer  provide
               that an Employee may not make Elective Deferrals for
               the  Employee's  taxable year immediately  following
               the  taxable  year of the Hardship  distribution  in
               excess  of  the applicable limit under Code  Section
               402(g)  for  such taxable year, less the  amount  of
               such   Employee's  pre-tax  contributions  for   the
               taxable year of the Hardship distribution.

If a distribution is made at a time when a Participant has a nonforfeitable
right  to  less  than  100% of the account balance  derived  from  Employer
contributions   and   the  Participant  may  increase  the   nonforfeitable
percentage in the account:

            (i)     a  separate account will be established for the
               Participant's interest in the      Plan  as  of  the
               time of the distribution, and
            
            (j)      at   any   relevant  time  the   Participant's
               nonforfeitable portion of the separate account  will
               be  equal  to  an  amount ("X")  determined  by  the
               formula:
        
                        X = P [AB + (R X D)] - (R X D)

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

                          ARTICLE VII
       
                       DISTRIBUTION REQUIREMENTS
       

7.1   Joint And Survivor Annuity Requirements  All distributions made under
the  terms  of  this Plan must comply with the provisions of  Article  VIII
including, if applicable, the safe harbor provisions thereunder.

7.2   Minimum  Distribution Requirements  All distributions required  under
this  Article shall be determined and made in accordance with  the  minimum
distribution  requirements of Code Section 401(a)(9)  and  the  regulations
thereunder,  including  the minimum distribution incidental  benefit  rules
found  at  Regulations  Section 1.401(a)(9)-2.  The entire  interest  of  a
Participant  must be distributed or begin to be distributed no  later  than
the  Participant's Required Beginning Date.  Life expectancy and joint  and
last  survivor  life expectancy are computed by using the  expected  return
multiples found in Tables V and VI of Regulations Section 1.72-9.

7.3   Limits On Distribution Periods  As of the First Distribution Calendar
Year,  distributions if not made in a single-sum may only be made over  one
of the following periods (or a combination thereof):

            (a)    the life of the Participant,
            
            (b)      the   life  of  the  Participant  and   a
               Designated Beneficiary,
            
            (c)     a  period certain not extending beyond the
               life expectancy of the Participant, or
            
            (d)     a  period certain not extending beyond the
               joint  and  last  survivor  expectancy  of  the
               Participant and a Designated Beneficiary.

7.4  Required Distributions On Or After The Required Beginning Date

            (a)     If a Participant's benefit is to be distributed
               over  (1)  a  period not extending beyond  the  life
               expectancy of the Participant or the joint life  and
               last survivor expectancy of the Participant and  the
               Participant's Designated Beneficiary or (2) a period
               not  extending  beyond the life  expectancy  of  the
               Designated  Beneficiary, the amount required  to  be
               distributed  for each calendar year, beginning  with
               distributions  for  the First Distribution  Calendar
               Year,  must at least equal the quotient obtained  by
               dividing the Participant's benefit by the Applicable
               Life Expectancy.
            
            (b)     For  calendar years beginning before  1989,  if
               the  Participant's  Spouse  is  not  the  Designated
               Beneficiary,  the  method of  distribution  selected
               must  have assured that at least 50% of the  Present
               Value  of the amount available for distribution  was
               to  be  paid  within  the  life  expectancy  of  the
               Participant.
            
            (c)     For  calendar years beginning after  1988,  the
               amount  to be distributed each year, beginning  with
               distributions  for  the First Distribution  Calendar
               Year shall not be less than the quotient obtained by
               dividing the Participant's benefit by the lesser  of
               (1)  the  Applicable Life Expectancy or (2)  if  the
               Participant's   Spouse   is   not   the   Designated
               Beneficiary, the applicable divisor determined  from
               the  table set forth in Q&A-4 of Regulations Section
               1.401(a)(9)-2.  Distributions after the death of the
               Participant   shall   be   distributed   using   the
               Applicable  Life Expectancy as the relevant  divisor
               without regard to Regulations Section 1.401(a)(9)-2.
            
            (d)      The  minimum  distribution  required  for  the
               Participant's First Distribution Calendar Year  must
               be  made  on  or  before the Participant's  Required
               Beginning Date.  The minimum distribution for  other
               calendar  years, including the minimum  distribution
               for  the  Distribution Calendar Year  in  which  the
               Participant's Required Beginning Date  occurs,  must
               be   made   on  or  before  December  31   of   that
               Distribution Calendar Year.
            
            (e)     If the Participant's benefit is distributed  in
               the  form  of an annuity purchased from an insurance
               company, distributions thereunder shall be  made  in
               accordance  with  the requirements of  Code  Section
               401(a)(9) and the regulations thereunder.
            
            (f)     For  purposes of determining the amount of  the
               required distribution for each Distribution Calendar
               Year,  the account balance to be used is the account
               balance   determined  as  of  the   last   valuation
               preceding  the  Distribution  Calendar  Year.   This
               balance  will  be  increased by the  amount  of  any
               contributions  or  forfeitures  allocated   to   the
               account  balance after the Valuation  Date  in  such
               preceding calendar year.  Such balance will also  be
               decreased  by distributions made after the Valuation
               Date in such preceding Calendar Year.
            
            (g)     For  purposes  of subparagraph 7.4(f),  if  any
               portion  of the minimum distribution for  the  First
               Distribution  Calendar Year is made  in  the  second
               Distribution Calendar Year on or before the Required
               Beginning   Date,   the  amount   of   the   minimum
               distribution   made   in  the  second   Distribution
               Calendar  Year shall be treated as if  it  had  been
               made   in  the  immediately  preceding  Distribution
               Calendar Year.

7.5  Required Beginning Date

            (a)     General Rule.  The Required Beginning Date of a
               Participant  is  the  first  day  of  April  of  the
               calendar  year following the calendar year in  which
               the Participant attains age 70-1/2.
            
            (b)     Transitional  Rules.   The  Required  Beginning
               Date  of a Participant who attains age 70-1/2 before
               1988, shall be determined in accordance with (1)  or
               (2) below:
                 
                 (1)       Non-five   percent   owners.    The
                    Required  Beginning Date of a  Participant
                    who  is  not a five-percent owner  is  the
                    first  day  of April of the calendar  year
                    following  the calendar year in which  the
                    later  of retirement or attainment of  age
                    70-1/2   occurs.   In  the   case   of   a
                    Participant  who  is  not  a  five-percent
                    owner  who attains age 70-1/2 during  1988
                    and   who   has   not   retired   as    of
                    January  1,  1989, the Required  Beginning
                    Date is April 1, 1990.
                 
                 (2)     Five-percent  owners.   The  Required
                    Beginning Date of a Participant who  is  a
                    five-percent   owner   during   any   year
                    beginning after 1979, is the first day  of
                    April following the later of:
                 
                      (i)     the  calendar year in which
                         the   Participant  attains   age
                         70-1/2, or
                      
                      (ii)    the earlier of the calendar
                         year  with or within which  ends
                         the   Plan  Year  in  which  the
                         Participant      becomes       a
                         five-percent   owner,   or   the
                         calendar   year  in  which   the
                         Participant retires.
                      
            (c)     A  Participant  is  treated as  a  five-percent
               owner  for  purposes  of  this  Paragraph  if   such
               Participant  is a five-percent owner as  defined  in
               Code  Section 416(i) (determined in accordance  with
               Code  Section 416 but without regard to whether  the
               Plan  is Top-Heavy) at any time during the Plan Year
               ending  with  or within the calendar year  in  which
               such owner attains age 66-1/2 or any subsequent Plan
               Year.
            
            (d)     Once distributions have begun to a five-percent
               owner under this paragraph, they must continue to be
               distributed, even if the Participant ceases to be  a
               five-percent owner in a subsequent year.

7.6  Transitional Rule

            (a)     Notwithstanding the other requirements of this
               Article  and subject to the requirements of Article
               VIII,  Joint  and  Survivor  Annuity  Requirements,
               distribution on behalf of any Employee, including a
               five-percent owner, may be made in accordance  with
               all  of  the following requirements (regardless  of
               when such distribution commences):
            
                 (1)     The distribution by the Trust is  one
                    which  would  not  have disqualified  such
                    Trust  under Code Section 401(a)(9) as  in
                    effect  prior to amendment by the  Deficit
                    Reduction Act of 1984.
                 
                 (2)     The  distribution  is  in  accordance
                    with  a  method of distribution designated
                    by  the  Employee  whose interest  in  the
                    Trust  is  being distributed  or,  if  the
                    Employee is deceased, by a beneficiary  of
                    such Employee.
                 
                 (3)     Such designation was in writing,  was
                    signed by the Employee or the beneficiary,
                    and was made before 1984.
                 
                 (4)     The  Employee had accrued  a  benefit
                    under the Plan as of December 31, 1983.
                 
                 (5)     The method of distribution designated
                    by   the   Employee  or  the   beneficiary
                    specifies  the time at which  distribution
                    will   commence,  the  period  over  which
                    distributions  will be made,  and  in  the
                    case   of   any  distribution   upon   the
                    Employee's death, the beneficiaries of the
                    Employee listed in order of priority.
            
            (b)     A  distribution upon death will not be  covered
               by  this transitional rule unless the information in
               the  designation  contains the required  information
               described above with respect to the distributions to
               be made upon the death of the Employee.
            
            (c)     For  any  distribution which  commences  before
               1984, but continues after 1983, the Employee or  the
               beneficiary,  to  whom  such distribution  is  being
               made, will be presumed to have designated the method
               of  distribution  under which  the  distribution  is
               being  made  if  the  method  of  distribution   was
               specified  in writing and the distribution satisfies
               the  requirements in subparagraphs  (a)(1)  and  (5)
               above.
            
            (d)     If  a  designation is revoked,  any  subsequent
               distribution must satisfy the requirements  of  Code
               Section  401(a)(9)  and the regulations  thereunder.
               If  a  designation is revoked subsequent to the date
               distributions are required to begin, the Trust  must
               distribute by the end of the calendar year following
               the calendar year in which the revocation occurs the
               total  amount not yet distributed which  would  have
               been  required to have been distributed  to  satisfy
               Code   Section   401(a)(9)   and   the   regulations
               thereunder,  but for the section 242(b)(2)  election
               of  the Tax Equity and Fiscal Responsibility Act  of
               1982.  For calendar years beginning after 1988, such
               distributions  must  meet the  minimum  distribution
               incidental    benefit   requirements   in    Section
               1.401(a)(9)-2  of  the Income Tax Regulations.   Any
               changes in the designation will be considered to  be
               a  revocation of the designation.  However, the mere
               substitution or addition of another beneficiary (one
               not  named in the designation) under the designation
               will  not  be considered to be a revocation  of  the
               designation,   so  long  as  such  substitution   or
               addition  does  not  alter  the  period  over  which
               distributions are to be made under the  designation,
               directly or indirectly (for example, by altering the
               relevant  measuring life).  In the case in which  an
               amount  is transferred or rolled over from one  plan
               to another plan, the rules in Q&A J-2 and Q&A J-3 of
               the Regulations shall apply.

7.7   Designation Of Beneficiary For Death Benefit  Each Participant  shall
file a written designation of beneficiary with the Employer upon qualifying
for  participation in this Plan.  Such designation shall  remain  in  force
until revoked by the Participant by filing a new beneficiary form with  the
Employer.   The  Participant may elect to have a  portion  of  his  or  her
account  balance  invested  in  an insurance  contract.   If  an  insurance
contract  is  purchased  under  the Plan, the  Trustee  must  be  named  as
beneficiary  under  the  terms of the contract.  However,  the  Participant
shall designate a beneficiary to receive the proceeds of the contract after
settlement  is  received  by  the Trustee.   Under  a  profit-sharing  plan
satisfying  the  requirements of paragraph 8.7, the Designated  Beneficiary
shall  be  the Participant's Surviving Spouse, if any, unless  such  Spouse
properly consents otherwise.

7.8   Nonexistence  Of  Beneficiary  Any  portion  of  the  amount  payable
hereunder  which is not disposed of because of the Participant's or  former
Participant's  failure to designate a beneficiary, or because  all  of  the
Designated Beneficiaries predeceased the Participant, shall be paid to  his
or  her  Spouse.   If the Participant had no Spouse at the time  of  death,
payment  shall be made to the personal representative of his or her  estate
in a lump sum.

7.9   Distribution  Beginning Before Death  If the Participant  dies  after
distribution  of  his or her interest has begun, the remaining  portion  of
such  interest will continue to be distributed at least as rapidly as under
the method of distribution being used prior to the Participant's death.

7.10  Distribution  Beginning After Death  If the Participant  dies  before
distribution   of  his  or  her  interest  begins,  distribution   of   the
Participant's  entire interest shall be completed by  December  31  of  the
calendar  year containing the fifth anniversary of the Participant's  death
except  to the extent that an election is made to receive distributions  in
accordance with (a) or (b) below:

            (a)      If   any  portion  of  the  Participant's
               interest    is   payable   to   a    Designated
               Beneficiary, distributions may be made over the
               life  or over a period certain not greater than
               the   life   expectancy   of   the   Designated
               Beneficiary commencing on or before December 31
               of  the calendar year immediately following the
               calendar year in which the Participant died;
            
            (b)      If  the  Designated  Beneficiary  is  the
               Participant's   Surviving  Spouse,   the   date
               distributions   are  required   to   begin   in
               accordance with (a) above shall not be  earlier
               than  the  later  of  (1) December  31  of  the
               calendar   year   immediately   following   the
               calendar year in which the Participant died  or
               (2)  December 31 of the calendar year in  which
               the Participant would have attained age 70-1/2.

If the Participant has not made an election pursuant to this paragraph 7.10
by  the  time of his or her death, the Participant's Designated Beneficiary
must  elect  the  method of distribution no later than the earlier  of  (1)
December  31 of the calendar year in which distributions would be  required
to  begin under this section, or (2) December 31 of the calendar year which
contains the fifth anniversary of the date of death of the participant.  If
the  Participant  has  no  Designated Beneficiary,  or  if  the  Designated
Beneficiary  does not elect a method of distribution, then distribution  of
the  Participant's entire interest must be completed by December 31 of  the
calendar year containing the fifth anniversary of the Participant's death.

For  purposes  of  this paragraph if the Surviving Spouse  dies  after  the
Participant,  but before payments to such Spouse begin, the  provisions  of
this  paragraph  with  the exception of paragraph  (b)  therein,  shall  be
applied  as if the Surviving Spouse were the Participant.  For the purposes
of  this  paragraph  and  paragraph 7.9, distribution  of  a  Participant's
interest  is  considered to begin on the Participant's  Required  Beginning
Date (or, if the preceding sentence is applicable, the date distribution is
required to begin to the Surviving Spouse).  If distribution in the form of
an  annuity  described  in paragraph 7.4(e) irrevocably  commences  to  the
Participant  before the Required Beginning Date, the date  distribution  is
considered to begin is the date distribution actually commences.

For  purposes  of paragraph 7.9 and this paragraph, any amount  paid  to  a
child  of  the Participant will be treated as if it had been  paid  to  the
Surviving Spouse if the amount becomes payable to the Surviving Spouse when
the child attains the age of majority.

7.11 Distribution Of Excess Elective Deferrals

            (a)     Notwithstanding  any  other  provision  of  the
               Plan, Excess Elective Deferrals plus any income  and
               minus   any   loss  allocable  thereto,   shall   be
               distributed no later than April 15, 1988,  and  each
               April   15  thereafter,  to  Participants  to  whose
               accounts  Excess Elective Deferrals  were  allocated
               for the preceding taxable year, and who claim Excess
               Elective  Deferrals for such taxable  year.   Excess
               Elective  Deferrals  shall  be  treated  as   Annual
               Additions  under the Plan, unless such  amounts  are
               distributed  no  later  than the  first  April  15th
               following  the  close  of the Participant's  taxable
               year.   A  Participant is deemed to notify the  Plan
               Administrator of any Excess Elective Deferrals  that
               arise  by  taking into account only  those  Elective
               Deferrals made to this Plan and any other  plans  of
               this  Employer.   Furthermore,  a  Participant   who
               participates  in  another  plan  allowing   Elective
               Deferrals  may  assign  to  this  Plan  any   Excess
               Elective Deferrals made during a taxable year of the
               Participant, by notifying the Plan Administrator  of
               the  amount of the Excess Elective Deferrals  to  be
               assigned.
            
            (b)     Furthermore, a Participant who participates  in
               another plan allowing Elective Deferrals may  assign
               to  this  Plan  any Excess Elective  Deferrals  made
               during  a  taxable  year  of  the  Participant,   by
               notifying  the Plan Administrator of the  amount  of
               the  Excess Elective Deferrals to be assigned.   The
               Participant's  claim shall be in writing;  shall  be
               submitted  to the Plan Administrator not later  than
               March  1  of each year; shall specify the amount  of
               the  Participant's Excess Elective Deferrals for the
               preceding taxable year; and shall be accompanied  by
               the  Participant's written statement  that  if  such
               amounts  are  not distributed, such Excess  Elective
               Deferrals,  when  added  to amounts  deferred  under
               other  plans  or  arrangements  described  in   Code
               Sections   401(k),   408(k)   [Simplified   Employee
               Pensions],  or 403(b) [annuity programs  for  public
               schools  and  charitable organizations] will  exceed
               the  $7,000  limit  as adjusted under  Code  Section
               415(d)  imposed on the Participant by  Code  Section
               402(g) for the year in which the deferral occurred.
            
            (c)     Excess Elective Deferrals shall be adjusted for
               any  income  or  loss up to the end of  the  taxable
               year, during which such excess was deferred.  Income
               or  loss will be calculated under the method used to
               calculate  investment earnings and losses  elsewhere
               in the Plan.
            
            (d)     If the Participant receives a return of his  or
               her   Elective   Deferrals,  the  amount   of   such
               contributions  which are returned  must  be  brought
               into the Employee's taxable income.

7.12 Distributions of Excess Contributions
            
            (a)     Notwithstanding  any other  provision  of  this
               Plan,  Excess  Contributions, plus  any  income  and
               minus   any   loss  allocable  thereto,   shall   be
               distributed no later than the last day of each  Plan
               Year  to Participants to whose accounts such  Excess
               Contributions were allocated for the preceding  Plan
               Year.   If such excess amounts are distributed  more
               than  2-1/2  months after the last day of  the  Plan
               Year  in  which such excess amounts  arose,   a  ten
               percent  excise tax will be imposed on the  Employer
               maintaining  the Plan with respect to such  amounts.
               Such   distributions  shall  be   made   to   Highly
               Compensated Employees on the basis of the respective
               portions  of  the Excess Contributions  attributable
               to  each of such Employees.  Excess Contributions of
               Participants  who are subject to the  Family  Member
               aggregation rules of Code Section 414(q)(6) shall be
               allocated among the Family Members in proportion  to
               the  Elective  Deferrals  (and  amounts  treated  as
               Elective  Deferrals) of each Family Member  that  is
               combined   to   determine   the   Average   Deferral
               Percentage.
            
            (b)     Excess  Contributions  (including  the  amounts
               recharacterized)   shall  be   treated   as   Annual
               Additions under the Plan.
            
            (c)     Excess Contributions shall be adjusted for  any
               income  or  loss  up to the end of  the  Plan  Year.
               Income  or loss will be calculated under the  method
               used  to  calculate investment earnings  and  losses
               elsewhere in the Plan.
            
            (d)     Excess Contributions shall be distributed  from
               the  Participant's  Elective  Deferral  account  and
               Qualified   Matching   Contribution   account    (if
               applicable)   in  proportion  to  the  Participant's
               Elective    Deferrals    and   Qualified    Matching
               Contributions (to the extent used in the  ADP  test)
               for  the  Plan Year.  Excess Contributions shall  be
               distributed   from   the   Participant's   Qualified
               Non-Elective Contribution account only to the extent
               that such Excess Contributions exceed the balance in
               the  Participant's  Elective  Deferral  account  and
               Qualified Matching Contribution account.

7.13 Distribution Of Excess Aggregate Contributions
            
            (a)     Notwithstanding  any other  provision  of  this
               Plan,  Excess  Aggregate  Contributions,  plus   any
               income  and minus any loss allocable thereto,  shall
               be forfeited, if forfeitable, or if not forfeitable,
               distributed no later than the last day of each  Plan
               Year  to Participants to whose accounts such  Excess
               Aggregate  Contributions  were  allocated  for   the
               preceding Plan Year.  Excess Aggregate Contributions
               shall  be allocated to Participants who are  subject
               to  the  Family  Member aggregation  rules  of  Code
               Section  414(q)(6) in the manner prescribed  by  the
               regulations.  If such Excess Aggregate Contributions
               are  distributed  more than two and one-half  months
               after  the  last day of the Plan Year in which  such
               excess amounts arose, a ten percent excise tax  will
               be imposed on the Employer maintaining the Plan with
               respect   to   those   amounts.   Excess   Aggregate
               Contributions  shall be treated as Annual  Additions
               under the Plan.
            
            (b)      Excess   Aggregate  Contributions   shall   be
               adjusted for any income or loss up to the end of the
               Plan  Year.  The income or loss allocable to  Excess
               Aggregate Contributions is the sum of income or loss
               for  the  Plan  Year allocable to the  Participant's
               Voluntary     Contribution     account,     Matching
               Contribution  account (if any, and  if  all  amounts
               therein  are  not  used in the  ADP  test)  and,  if
               applicable,   Qualified  Non-Elective   Contribution
               account  and Elective Deferral account.   Income  or
               loss  will  be calculated under the method  used  to
               calculate  investment earnings and losses  elsewhere
               in the Plan.
            
               (c)  Forfeitures  of Excess Aggregate  Contributions
               may  either  be  reallocated  to  the  accounts   of
               non-Highly  Compensated  Employees  or  applied   to
               reduce  Employer contributions, as  elected  by  the
               Employer in the Adoption Agreement.
            
            (d)      Excess   Aggregate  Contributions   shall   be
               forfeited if such amount is not vested.  If  vested,
               such excess shall be distributed on a pro-rata basis
               from   the   Participant's  Voluntary   Contribution
               account   (and,  if  applicable,  the  Participant's
               Qualified    Non-Elective   Contribution    account,
               Matching  Contribution account,  Qualified  Matching
               Contribution account, or Elective Deferral  account,
               or both).

7.14 Escheat  In the event any Vested Account Balance is unclaimed and  the
Plan   Administrator  is  unable  to  determine  the  whereabouts  of   the
Participant, beneficiary or any other person whose benefits from  the  Plan
are  due, within three years from the date such benefit would otherwise  be
payable, such Vested Account Balance shall be forfeited and revert  to  and
become  part of the Trust upon written direction of the Plan Administrator;
provided,  however,  such  unclaimed  benefits  shall  be  reinstated  from
earnings  and forfeitures, and Employer Contributions designated  for  that
purpose  if the claimant to whom such benefit is due and owing subsequently
makes   written   application  to  the  Plan   Administrator.    The   Plan
Administrator   also  reserves  the  right,  with  the   consent   of   the
Trustee/Custodian,  to  direct  the Trustee/Custodian  to  dispose  of  any
unclaimed benefits under the escheat statutes of the applicable state  law,
as defined in Article XVI.

                                 ARTICLE VIII
       
                   JOINT AND SURVIVOR ANNUITY REQUIREMENTS

8.1   Applicability  Of Provisions  The provisions of  this  Article  shall
apply  to any Participant who is credited with at least one Hour of Service
with  the  Employer on or after August 23, 1984 and such other Participants
as provided in paragraph 8.8.

8.2   Payment  Of Qualified Joint And Survivor Annuity  Unless an  optional
form  of  benefit is selected pursuant to a Qualified Election  within  the
90-day  period ending on the Annuity Starting Date, a married Participant's
Vested  Account  Balance will be paid in the form of a Qualified Joint  and
Survivor Annuity and an unmarried Participant's Vested Account Balance will
be  paid in the form of a life annuity.  The Participant may elect to  have
such  annuity distributed upon attainment of the Early Retirement Age under
the Plan.

8.3   Payment  Of  Qualified  Pre-Retirement Survivor  Annuity   Unless  an
optional  form  of  benefit has been selected within  the  Election  Period
pursuant  to  a  Qualified Election, if a Participant dies before  benefits
have  commenced then the Participant's vested account balance shall be paid
in  the  form  of  an  annuity for the life of the Surviving  Spouse.   The
Surviving  Spouse  may  elect  to have such annuity  distributed  within  a
reasonable period after the Participant's death.

A  Participant who does not meet the age 35 requirement set  forth  in  the
Election  Period as of the end of any current Plan Year may make a  special
Qualified  Election to waive the qualified pre-retirement survivor  annuity
for  the  period beginning on the date of such election and ending  on  the
first  day  of the Plan Year in which the Participant will attain  age  35.
Such  election shall not be valid unless the Participant receives a written
explanation of the qualified pre-retirement survivor annuity in such  terms
as  are  comparable  to  the  explanation  required  under  paragraph  8.5.
Qualified  pre-retirement survivor annuity coverage will  be  automatically
reinstated  as  of the first day of the Plan Year in which the  Participant
attains  age 35.  Any new waiver on or after such date shall be subject  to
the full requirements of this Article.

8.4   Qualified  Election  A Qualified Election is an  election  to  either
waive  a Qualified Joint and Survivor Annuity or a qualified pre-retirement
survivor annuity.  Any such election shall not be effective unless:

            (a)     the Participant's Spouse consents in writing to
               the election;
            
            (b)     the election designates a specific beneficiary,
               including   any  class  of  beneficiaries   or   any
               contingent  beneficiaries, which may not be  changed
               without  spousal  consent (or the  Spouse  expressly
               permits designations by the Participant without  any
               further spousal consent);
            
            (c)     the Spouse's consent acknowledges the effect of
               the election; and
            
            (d)     the  Spouse's consent is witnessed  by  a  Plan
               representative or notary public.

Additionally, a Participant's waiver of the Qualified Joint  and   Survivor
Annuity  shall not be effective unless the election designates  a  form  of
benefit  payment which may not be changed without spousal consent  (or  the
Spouse  expressly  permits  designations by  the  Participant  without  any
further spousal consent).  If it is established to the satisfaction of  the
Plan  Administrator that there is no Spouse or that the  Spouse  cannot  be
located,  a waiver will be deemed a Qualified Election.  Any consent  by  a
Spouse obtained under this provision (or establishment that the consent  of
a  Spouse may not be obtained) shall be effective only with respect to such
Spouse.  A consent that permits designations by the Participant without any
requirement  of  further consent by such Spouse must acknowledge  that  the
Spouse  has  the  right to limit consent to a specific beneficiary,  and  a
specific  form of benefit where applicable, and that the Spouse voluntarily
elects  to  relinquish either or both of such rights.  A  revocation  of  a
prior waiver may be made by a Participant without the consent of the Spouse
at any time before the commencement of benefits.  The number of revocations
shall   not be limited.  No consent obtained under this provision shall  be
valid  unless the Participant has received notice as provided in paragraphs
8.5 and 8.6 below.

8.5   Notice Requirements For Qualified Joint And Survivor Annuity  In  the
case  of  a  Qualified Joint and Survivor Annuity, the  Plan  Administrator
shall,  no less than 30 days and no more than 90 days prior to the  Annuity
Starting date, provide each Participant a written explanation of:

            (a)     the  terms  and conditions of a Qualified  Joint
               and Survivor Annuity;
            
            (b)     the  Participant's right to make and the  effect
               of  an  election  to  waive the Qualified  Joint  and
               Survivor Annuity form of benefit;
            
            (c)    the rights of a Participant's Spouse; and
            
            (d)      the  right  to  make,  and  the  effect  of,  a
               revocation  of  a  previous  election  to  waive  the
               Qualified Joint and Survivor Annuity.

8.6  Notice Requirements For Qualified Pre-Retirement Survivor Annuity   In
the  case  of  a qualified pre-retirement survivor annuity as described  in
paragraph 8.3, the Plan Administrator shall provide each Participant within
the  applicable  period for such Participant a written explanation  of  the
qualified pre-retirement survivor annuity in such terms and in such  manner
as  would  be  comparable  to  the explanation  provided  for  meeting  the
requirements of paragraph 8.5 applicable to a Qualified Joint and  Survivor
Annuity.   The  applicable period for a Participant  is  whichever  of  the
following periods ends last:

            (a)     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;
            
            (b)     a reasonable period ending after the individual
               becomes a Participant;
            
            (c)     a  reasonable period ending after this  Article
               first  applies  to the Participant.  Notwithstanding
               the  foregoing,  notice must be  provided  within  a
               reasonable  period  ending  after  separation   from
               Service  in the case of a Participant who  separates
               from Service before attaining age 35.

For  purposes  of  applying the preceding paragraph, a  reasonable   period
ending after the events described in (b) and (c) is the end of the two-year
period  beginning one-year prior to the date the applicable  event  occurs,
and  ending  one-year after that date.  In the case of  a  Participant  who
separates  from Service before the Plan Year in which age 35  is  attained,
notice  shall  be  provided within the two-year period beginning  one  year
prior  to  separation  and ending one year after  separation.   If  such  a
Participant  subsequently  returns to employment  with  the  Employer,  the
applicable period for such Participant shall be re-determined.

8.7  Special Safe-Harbor Exception For Certain Profit-Sharing Plans

            (a)     This paragraph shall apply to a Participant  in
               a profit-sharing plan, and to any distribution, made
               on  or  after the first day of the first  Plan  Year
               beginning  after  1988, from  or  under  a  separate
               account  attributable solely to Qualified  Voluntary
               contributions,  as  maintained  on   behalf   of   a
               Participant  in  a  money  purchase  pension   plan,
               (including  a target benefit plan) if the  following
               conditions are satisfied:
                 
                 (1)     the  Participant does not  or  cannot
                    elect  payments  in the  form  of  a  life
                    annuity; and
                 
                 (2)     on  the  death of a Participant,  the
                    Participant's Vested Account Balance  will
                    be  paid  to  the Participant's  Surviving
                    Spouse,  but  if  there  is  no  Surviving
                    Spouse,  or  if the Surviving  Spouse  has
                    consented  in  a  manner conforming  to  a
                    Qualified    Election,   then    to    the
                    Participant's Designated Beneficiary.
            
              The  Surviving  Spouse may elect to have distribution
               of  the  Vested Account Balance commence within  the
               90-day   period   following   the   date   of    the
               Participant's death.  The account balance  shall  be
               adjusted  for  gains or losses occurring  after  the
               Participant's   death   in   accordance   with   the
               provisions  of the Plan governing the adjustment  of
               account  balances for other types of  distributions.
               These safe-harbor rules shall not be operative  with
               respect to a Participant in a profit-sharing plan if
               that  plan is a direct or indirect transferee  of  a
               Defined Benefit Plan, money purchase plan, a  target
               benefit  plan,  stock bonus plan, or  profit-sharing
               plan  which  is  subject  to  the  survivor  annuity
               requirements  of  Code Section 401(a)(11)  and  Code
               Section  417, and would therefore have  a  Qualified
               Joint  and  Survivor Annuity as its normal  form  of
               benefit.
            
            (b)     The  Participant  may waive the  spousal  death
               benefit  described  in this paragraph  at  any  time
               provided  that  no  such waiver shall  be  effective
               unless  it  satisfies the conditions  (described  in
               paragraph 8.4) that would apply to the Participant's
               waiver  of  the  qualified  pre-retirement  survivor
               annuity.
            
            (c)     If  this  paragraph 8.7 is operative, then  all
               other   provisions  of  this  Article   other   than
               paragraph 8.8 are inoperative.

8.8   Transitional  Joint  And Survivor Annuity Rules   Special  transition
rules  apply to Participants who were not receiving benefits on August  23,
1984.

            (a)     Any  living Participant not receiving  benefits
               on  August 23, 1984, who would otherwise not receive
               the  benefits prescribed by the previous  paragraphs
               of  this  Article, must be given the opportunity  to
               elect  to have the prior paragraphs of this  Article
               apply  if such Participant is credited with at least
               one Hour of Service under this Plan or a predecessor
               plan in a Plan Year beginning on or after January 1,
               1976 and such Participant had at least ten Years  of
               Service  for  vesting  purposes  when  he   or   she
               separated from Service.
            
            (b)     Any  living Participant not receiving  benefits
               on  August 23, 1984, who was credited with at  least
               one Hour of Service under this Plan or a predecessor
               plan  on or after September 2, 1974, and who is  not
               otherwise  credited with any Service in a Plan  Year
               beginning on or after January 1, 1976, must be given
               the opportunity to have his or her benefits paid  in
               accordance with paragraph 8.9.
            
            (c)      The  respective  opportunities  to  elect  [as
               described in (a) and (b) above] must be afforded  to
               the   appropriate  Participants  during  the  period
               commencing on August 23, 1984 and ending on the date
               benefits   would   otherwise   commence   to    said
               Participants.

8.9   Automatic Joint And Survivor Annuity And Early Survivor Annuity   Any
Participant  who  has  elected  pursuant  to  paragraph  8.8(b)   and   any
Participant  who  does not elect under paragraph 8.8(a) or  who  meets  the
requirements  of  paragraph 8.8(a), except that such Participant  does  not
have  at  least ten years of vesting Service when he or she separates  from
Service, shall have his or her benefits distributed in accordance with  all
of  the  following requirements if benefits would have been payable in  the
form of a life annuity.

            (a)      Automatic  Joint  and  Survivor  Annuity.   If
               benefits  in  the  form  of a  life  annuity  become
               payable to a married Participant who:
                 
                 (1)     begins to receive payments under  the
                    Plan on or after Normal Retirement Age, or
                 
                 (2)     dies  on  or after Normal  Retirement
                    Age  while still working for the Employer,
                    or
                 
                 (3)     begins  to  receive  payments  on  or
                    after the Qualified Early Retirement  Age,
                    or
                 
                 (4)     separates  from Service on  or  after
                    attaining   Normal  Retirement   (or   the
                    Qualified Early Retirement Age) and  after
                    satisfying  the  eligibility  requirements
                    for the payment of benefits under the Plan
                    and  thereafter dies before  beginning  to
                    receive  such benefits, then such benefits
                    will  be received under this Plan  in  the
                    form  of  a  Qualified Joint and  Survivor
                    Annuity,   unless   the  Participant   has
                    elected   otherwise  during  the  Election
                    Period.  The Election Period must begin at
                    least  6  months  before  the  Participant
                    attains Qualified Early Retirement Age and
                    end  not  more  than 90  days  before  the
                    commencement  of benefits.   Any  election
                    will  be in writing and may be changed  by
                    the Participant at any time.
            
            (b)      Election   of  Early  Survivor   Annuity.    A
               Participant  who  is  employed after  attaining  the
               Qualified  Early Retirement Age will  be  given  the
               opportunity to elect, during the Election Period, to
               have  a  survivor annuity payable on death.  If  the
               Participant  elects the survivor  annuity,  payments
               under  such  annuity  must  not  be  less  than  the
               payments  which would have been made to  the  Spouse
               under  the  Qualified Joint and Survivor Annuity  if
               the Participant had retired on the day before his or
               her  death.  Any election under this provision  will
               be  in writing and may be changed by the Participant
               at  any  time.   The Election Period begins  on  the
               later of:
                 
                 (1)     the  90th  day before the Participant
                    attains  the  Qualified  Early  Retirement
                    Age, or
                 
                 (2)      the   date  on  which  participation
                    begins,   and   ends  on  the   date   the
                    Participant terminates employment.

               and ends on the date the Participant terminates employment.
8.10  Annuity Contracts  Any annuity contract distributed under  this  Plan
must  be nontransferable.  The terms of any annuity contract purchased  and
distributed  by the Plan to a Participant or Spouse shall comply  with  the
requirements of this Plan.

                                ARTICLE IX

                                 VESTING

9.1   Employee Contributions  A Participant shall always have a 100% vested
and  nonforfeitable  interest in his or her Elective  Deferrals,  Voluntary
Contributions,  Qualified Voluntary Contributions, Rollover  Contributions,
and  Transfer  Contributions plus the earnings thereon.  No  forfeiture  of
Employer  related  contributions (including any minimum contributions  made
under  paragraph  14.2)  will occur solely as a  result  of  an  Employee's
withdrawal of any Employee contributions.

9.2   Employer  Contributions  A Participant shall  acquire  a  vested  and
nonforfeitable  interest  in his or her account  attributable  to  Employer
contributions  in  accordance  with the  table  selected  in  the  Adoption
Agreement,  provided that if a Participant is not already fully vested,  he
or  she  shall  become  so  upon  attaining Normal  Retirement  Age,  Early
Retirement Age, on death prior to normal retirement, on retirement  due  to
Disability, or on termination of the Plan.

9.3  Computation Period  The computation period for purposes of determining
Years  of  Service  and  Breaks  in Service for  purposes  of  computing  a
Participant's  nonforfeitable right to his or her account  balance  derived
from  Employer  contributions shall be determined by the  Employer  in  the
Adoption  Agreement.   In  the event a former Participant  with  no  vested
interest  in  his  or  her  Employer contribution account  requalifies  for
participation  in  the  Plan  after incurring  a  Break  in  Service,  such
Participant shall be credited for vesting with all pre-break and post-break
Service.

9.4   Requalification Prior To Five Consecutive One-Year Breaks In  Service
The  account balance of such Participant shall consist of any undistributed
amount  in  his  or  her account as of the date of re-employment  plus  any
future contributions added to such account plus the investment earnings  on
the  account.   The  Vested Account Balance of such  Participant  shall  be
determined  by multiplying the Participant's account balance  (adjusted  to
include  any  distribution or redeposit made under paragraph 6.3)  by  such
Participant's  vested  percentage.  All Service of  the  Participant,  both
prior  to  and  following the break, shall be counted  when  computing  the
Participant's vested percentage.

9.5  Requalification After Five Consecutive One-Year Breaks In Service   If
such  Participant  is not fully vested upon re-employment,  a  new  account
shall  be  established for such Participant to separate his or her deferred
vested  and nonforfeitable account, if any, from the account to  which  new
allocations will be made.  The Participant's deferred account to the extent
remaining shall be fully vested and shall continue to share in earnings and
losses of the Fund.  When computing the Participant's vested portion of the
new  account,  all  pre-break  and post-break  Service  shall  be  counted.
However, notwithstanding this provision, no such former Participant who has
had  five  consecutive one-year Breaks in Service shall  acquire  a  larger
vested and nonforfeitable interest in his or her prior account balance as a
result of requalification hereunder.

9.6  Calculating Vested Interest  A Participant's vested and nonforfeitable
interest shall be calculated by multiplying the fair market value of his or
her  account  attributable to Employer contributions on the Valuation  Date
preceding  distribution by the decimal equivalent of the vested  percentage
as  of  his  or her termination date.  The amount attributable to  Employer
contributions  for purposes of the calculation includes amounts  previously
paid  out  pursuant  to  paragraph 6.3 and not repaid.   The  Participant's
vested and nonforfeitable interest, once calculated above, shall be reduced
to  reflect  those amounts previously paid out to the Participant  and  not
repaid  by  the  Participant.  The Participant's vested and  nonforfeitable
interest  so determined shall continue to share in the investment  earnings
and any increase or decrease in the fair market value of the Fund up to the
Valuation Date preceding or coinciding with payment.

9.7   Forfeitures   Any  balance in the account of a  Participant  who  has
separated  from  Service  to  which he or she is  not  entitled  under  the
foregoing  provisions, shall be forfeited and applied as  provided  in  the
Adoption  Agreement.   A forfeiture may only occur if the  Participant  has
received  a  distribution from the Plan or if the Participant has  incurred
five   consecutive  1-year  Breaks  in  Service.   Furthermore,  a   Highly
Compensated  Employee's Matching Contributions may be  forfeited,  even  if
vested,  if  the  contributions to which they relate are Excess  Deferrals,
Excess Contributions or Excess Aggregate Contributions.

9.8  Amendment Of Vesting Schedule  No amendment to the Plan shall have the
effect  of  decreasing a Participant's vested interest  determined  without
regard  to  such  amendment as of the later of the date such  amendment  is
adopted or the date it becomes effective.  Further, if the vesting schedule
of  the Plan is amended, or the Plan is amended in any way that directly or
indirectly  affects  the  computation of any  Participant's  nonforfeitable
percentage  or if the Plan is deemed amended by an automatic change  to  or
from  a  Top-Heavy vesting schedule, each Participant with at  least  three
Years  of  Service with the Employer may elect, within a reasonable  period
after  the  adoption  of the amendment, to have his or  her  nonforfeitable
percentage  computed under the Plan without regard to such amendment.   For
Participants who do not have at least one Hour of Service in any Plan  Year
beginning  after  1988,  the  preceding  sentence  shall  be  applied    by
substituting  "five Years of Service" for "three Years  of  Service"  where
such  language appears.  The period during which the election may  be  made
shall commence with the date the amendment is adopted and shall end on  the
later of:

            (a)    60 days after the amendment is adopted;
            
            (b)     60  days after the amendment becomes effective;
               or
            
            (c)     60 days after the Participant is issued written
               notice  of  the  amendment by the  Employer  or  the
               Trustee/Custodian.   If  the  Trustee/Custodian   is
               asked to so notify, the Fund will be charged for the
               costs thereof.

No  amendment to the Plan shall be effective to the extent that it has  the
effect of decreasing a Participant's accrued benefit.  Notwithstanding  the
preceding sentence, a Participant's account balance may be reduced  to  the
extent  permitted  under  Code  Section 412(c)(8)  (relating  to  financial
hardships).  For purposes of this paragraph, a Plan amendment which has the
effect  of  decreasing a Participant's account balance  or  eliminating  an
optional form of benefit, with respect to benefits attributable to  service
before the amendment, shall be treated as reducing an accrued benefit.

9.9   Service  With  Controlled Groups  All Years  of  Service  with  other
members  of a controlled group of corporations [as defined in Code  Section
414(b)],  trades  or businesses under common control [as  defined  in  Code
Section  414(c)], or members of an affiliated service group [as defined  in
Code  Section  414(m)] shall be considered for purposes  of  determining  a
Participant's nonforfeitable percentage.

                                ARTICLE X

                        LIMITATIONS ON ALLOCATIONS
                      AND ANTIDISCRIMINATION TESTING

10.1  Participation  In  This  Plan  Only   If  the  Participant  does  not
participate  in  and has never participated in another  qualified  plan,  a
Welfare  Benefit  Fund  (as defined in paragraph  1.89)  or  an  individual
medical  account, as defined in Code Section 415(l)(2), maintained  by  the
adopting  Employer,  which  provides  an  Annual  Addition  as  defined  in
paragraph 1.4, the amount of Annual Additions which may be credited to  the
Participant's account for any Limitation Year will not exceed the lesser of
the  Maximum Permissible Amount or any other limitation contained  in  this
Plan.  If the Employer contribution that would otherwise be contributed  or
allocated to the Participant's account would cause the Annual Additions for
the  Limitation Year to exceed the Maximum Permissible Amount,  the  amount
contributed  or allocated will be reduced so that the Annual Additions  for
the  Limitation Year will equal the Maximum Permissible Amount.   Prior  to
determining the Participant's actual Compensation for the Limitation  Year,
the Employer may determine the Maximum Permissible Amount for a Participant
on the basis of a reasonable estimate of the Participant's Compensation for
the  Limitation  Year, uniformly determined for all Participants  similarly
situated.   As soon as is administratively feasible after the  end  of  the
Limitation  Year,  the Maximum Permissible Amount for the  Limitation  Year
will  be  determined on the basis of the Participant's actual  Compensation
for the Limitation Year.

10.2 Disposition Of Excess Annual Additions  If, pursuant to paragraph 10.1
or as a result of the allocation of forfeitures, there is an Excess Amount,
the  excess  will  be  disposed of under one of the  following  methods  as
determined  in  the  Adoption Agreement.  If no election  is  made  in  the
Adoption Agreement then method "(a)" below shall apply.

     (a)  Suspense Account Method

                 (1)       Any    Elective    Deferrals    and
                    nondeductible      Employee      Voluntary
                    Contributions   or   Required    Voluntary
                    Contributions,  to the extent  they  would
                    reduce the Excess Amount, will be returned
                    to the Participant;
                 
                 (2)     If after the application of paragraph
                    (1) an Excess Amount still exists, and the
                    Participant is covered by the Plan at  the
                    end  of  the  Limitation Year, the  Excess
                    Amount  in the Participant's account  will
                    be  used  to reduce Employer contributions
                    (including  any allocation of forfeitures)
                    for   such   Participant   in   the   next
                    Limitation   Year,  and  each   succeeding
                    Limitation Year if necessary;
                 
                 (3)     If after the application of paragraph
                    (1) an Excess Amount still exists, and the
                    Participant is not covered by the Plan  at
                    the end of the Limitation Year, the Excess
                    Amount  will  be  held  unallocated  in  a
                    suspense  account.  The  suspense  account
                    will  be applied to reduce future Employer
                    contributions (including allocation of any
                    forfeitures)     for     all     remaining
                    Participants in the next Limitation  Year,
                    and  each  succeeding Limitation  Year  if
                    necessary;
                 
                 (4)     If a suspense account is in existence
                    at  any  time  during the Limitation  Year
                    pursuant  to this paragraph, it  will  not
                    participate    in   the   allocation    of
                    investment   gains  and  losses.    If   a
                    suspense  account is in existence  at  any
                    time  during a particular Limitation Year,
                    all  amounts in the suspense account  must
                    be    allocated    and   reallocated    to
                    Participants' accounts before any Employer
                    contributions     or     any      Employee
                    Contributions may be made to the Plan  for
                    that Limitation Year.  Excess amounts  may
                    not  be  distributed  to  Participants  or
                    former Participants.
       
         (b)  Spillover Method
       
                 (1)       Any    Elective    Deferrals    and
                    nondeductible   Employee   Voluntary    or
                    Required Voluntary Contributions,  to  the
                    extent   they  would  reduce  the   Excess
                    Amount,   will   be   returned   to    the
                    Participant;
                 
                 (2)     Any  Excess  Amount  which  would  be
                    allocated  to the account of an individual
                    Participant  under  the Plan's  allocation
                    formula  will  be  reallocated  to   other
                    Participants in the same manner  as  other
                    Employer    contributions.     No     such
                    reallocation shall be made to  the  extent
                    that  it  will result in an Excess  Amount
                    being  created  in such Participant's  own
                    account.
                 
                 (3)     To the extent that amounts cannot  be
                    reallocated under (1) above, the  suspense
                    account  provisions  of  (a)  above   will
                    apply.

10.3  Participation In This Plan And Another Master and  Prototype  Defined
Contribution  Plan,  Welfare  Benefit Fund Or  Individual  Medical  Account
Maintained By The Employer  The Annual Additions which may be credited to a
Participant's  account  under this Plan for any Limitation  Year  will  not
exceed  the  Maximum  Permissible Amount reduced by  the  Annual  Additions
credited  to  a Participant's account under the other Master  or  Prototype
Defined  Contribution Plans, Welfare Benefit Funds, and individual  medical
accounts  as defined in Code Section 415(l)(2), maintained by the Employer,
which  provide an Annual Addition as defined in paragraph 1.4 for the  same
Limitation  Year.  If the Annual Additions, with respect to the Participant
under other Defined Contribution Plans and Welfare Benefit Funds maintained
by  the  Employer,  are less than the Maximum Permissible  Amount  and  the
Employer  contribution that would otherwise be contributed or allocated  to
the  Participant's account under this Plan would cause the Annual Additions
for  the  Limitation Year to exceed this limitation, the amount contributed
or  allocated will be reduced so that the Annual Additions under  all  such
plans  and funds for the Limitation Year will equal the Maximum Permissible
Amount.  If the Annual Additions with respect to the Participant under such
other Defined Contribution Plans and Welfare Benefit Funds in the aggregate
are equal to or greater than the Maximum Permissible Amount, no amount will
be  contributed or allocated to the Participant's account under  this  Plan
for  the  Limitation  Year.  Prior to determining the Participant's  actual
Compensation  for  the  Limitation Year, the  Employer  may  determine  the
Maximum  Permissible  Amount for a Participant in the manner  described  in
paragraph 10.1.  As soon as administratively feasible after the end of  the
Limitation  Year,  the Maximum Permissible Amount for the  Limitation  Year
will  be  determined on the basis of the Participant's actual  Compensation
for the Limitation Year.

10.4  Disposition Of Excess Annual Additions Under Two Plans  If,  pursuant
to  paragraph  10.3  or as a result of forfeitures, a Participant's  Annual
Additions  under this Plan and such other plans would result in  an  Excess
Amount  for a Limitation Year, the Excess Amount will be deemed to  consist
of  the  Annual  Additions  last  allocated except  that  Annual  Additions
attributable  to  a Welfare Benefit Fund or Individual Medical  Account  as
defined  in  Code Section 415(l)(2) will be deemed to have  been  allocated
first  regardless of the actual allocation date.  If an Excess  Amount  was
allocated  to  a  Participant on an allocation  date  of  this  Plan  which
coincides  with  an  allocation date of another  plan,  the  Excess  Amount
attributed to this Plan will be the product of:

            (a)     the  total Excess Amount allocated as  of  such
               date, times
            
            (b)    the ratio of:
                 
                 (1)     the Annual Additions allocated to the
                    Participant for the Limitation Year as  of
                    such date under the Plan, to
                 
                 (2)     the  total Annual Additions allocated
                    to the Participant for the Limitation Year
                    as  of  such date under this and  all  the
                    other   qualified  Master   or   Prototype
                    Defined Contribution Plans.

Any Excess Amount attributed to this Plan will be disposed of in the manner
described in paragraph 10.2.

10.5  Participation  In  This Plan And Another  Defined  Contribution  Plan
Which  Is  Not  A Master Or Prototype Plan  If the Participant  is  covered
under  another  qualified  Defined  Contribution  Plan  maintained  by  the
Employer  which  is not a Master or Prototype Plan, Annual Additions  which
may  be  credited  to the Participant's account under  this  Plan  for  any
Limitation Year will be limited in accordance with paragraphs 10.3 and 10.4
as  though  the  other  plan were a Master or Prototype  Plan,  unless  the
Employer provides other limitations in the Adoption Agreement.

10.6 Participation In This Plan And A Defined Benefit Plan  If the Employer
maintains,  or  at  any time maintained, a qualified Defined  Benefit  Plan
covering any Participant in this Plan, the sum of the Participant's Defined
Benefit  Plan  Fraction  and Defined Contribution Plan  Fraction  will  not
exceed 1.0 in any Limitation Year. For any Plan Year during which the  Plan
is  Top-Heavy, the Defined Benefit and Defined Contribution Plan  Fractions
shall  be  calculated in accordance with Code Section 416(h).   The  Annual
Additions  which  may be credited to the Participant's account  under  this
Plan  for  any  Limitation  Year will be limited  in  accordance  with  the
provisions set forth in the Adoption Agreement.

10.7 Average Deferral Percentage (ADP) Test  With respect to any Plan Year,
the Average Deferral Percentage for Participants who are Highly Compensated
Employees  and  the  Average Deferral Percentage for Participants  who  are
non-Highly Compensated Employees must satisfy one of the following tests:
            
            (a)     Basic  Test  - The Average Deferral  Percentage
               for   Participants   who  are   Highly   Compensated
               Employees  for the Plan Year is not more  than  1.25
               times   the   Average   Deferral   Percentage    for
               Participants   who   are   non-Highly    Compensated
               Employees for the same Plan Year, or
            
            (b)      Alternative   Test  -  The  Average   Deferral
               Percentage   for   Participants   who   are   Highly
               Compensated  Employees for the Plan  Year  does  not
               exceed   the   Average   Deferral   Percentage   for
               Participants   who   are   non-Highly    Compensated
               Employees  for the same Plan Year by more  than  two
               percentage points provided that the Average Deferral
               Percentage   for   Participants   who   are   Highly
               Compensated Employees is not more than 2.0 times the
               Average Deferral Percentage for Participants who are
               non-Highly Compensated Employees.

10.8 Special Rules Relating To Application Of ADP Test

            (a)      The   Actual  Deferral  Percentage   for   any
               Participant who is a Highly Compensated Employee for
               the  Plan  Year and who is eligible to have Elective
               Deferrals  (and Qualified Non-Elective Contributions
               or  Qualified Matching Contributions,  or  both,  if
               treated  as Elective Deferrals for purposes  of  the
               ADP test) allocated to his or her accounts under two
               or  more  arrangements  described  in  Code  Section
               401(k),  that are maintained by the Employer,  shall
               be determined as if such Elective Deferrals (and, if
               applicable,      such     Qualified     Non-Elective
               Contributions  or Qualified Matching  Contributions,
               or both) were made under a single arrangement.  If a
               Highly  Compensated Employee participates in two  or
               more   cash  or  deferred  arrangements  that   have
               different   Plan   Years,  all  cash   or   deferred
               arrangements ending with or within the same calendar
               year shall be treated as a single arrangement.
            
            (b)     In  the  event  that  this Plan  satisfies  the
               requirements of Code Sections 401(k), 401(a)(4),  or
               410(b),  only if aggregated with one or  more  other
               plans,  or  if one or more other plans  satisfy  the
               requirements   of   such  Code  Sections   only   if
               aggregated  with this Plan, then this Section  shall
               be   applied  by  determining  the  Actual  Deferral
               Percentage of Employees as if all such plans were  a
               single  plan.  For Plan Years beginning after  1989,
               plans  may  be  aggregated in order to satisfy  Code
               Section 401(k) only if they have the same Plan Year.
            
            (c)     For purposes of determining the Actual Deferral
               Percentage  of  a Participant who is a  five-percent
               owner  or  one  of  the ten most highly-paid  Highly
               Compensated  Employees, the Elective Deferrals  (and
               Qualified  Non-Elective Contributions  or  Qualified
               Matching  Contributions,  or  both,  if  treated  as
               Elective Deferrals for purposes of the ADP test) and
               Compensation of such Participant shall  include  the
               Elective  Deferrals  (and, if applicable,  Qualified
               Non-Elective  Contributions and  Qualified  Matching
               Contributions, or both) for the Plan Year of  Family
               Members  as defined in paragraph 1.36 of this  Plan.
               Family   Members,  with  respect  to   such   Highly
               Compensated  Employees,  shall  be  disregarded   as
               separate  Employees in determining the ADP both  for
               Participants   who   are   non-Highly    Compensated
               Employees  and  for  Participants  who  are   Highly
               Compensated Employees. In the event of repeal of the
               family   aggregation   rules  under   Code   Section
               414(q)(6), all applications of such rules under this
               Plan  will  cease as of the effective date  of  such
               repeal.
            
            (d)     For  purposes  of  determining  the  ADP  test,
               Elective     Deferrals,    Qualified    Non-Elective
               Contributions  and Qualified Matching  Contributions
               must be made before the last day of the twelve-month
               period immediately following the Plan Year to  which
               contributions relate.
            
            (e)     The  Employer shall maintain records sufficient
               to  demonstrate satisfaction of the ADP test and the
               amount  of  Qualified Non-Elective Contributions  or
               Qualified Matching Contributions, or both,  used  in
               such test.
            
            (f)     The  determination and treatment of the  Actual
               Deferral Percentage amounts of any Participant shall
               satisfy such other requirements as may be prescribed
               by the Secretary of the Treasury.

10.9 Recharacterization  If the Employer allows for Voluntary Contributions
in  the  Adoption  Agreement, a Participant may treat  his  or  her  Excess
Contributions  as  an  amount  distributed  to  the  Participant  and  then
contributed  by the Participant to the Plan.  Recharacterized amounts  will
remain nonforfeitable and subject to the same distribution requirements  as
Elective  Deferrals.   Amounts  may not  be  recharacterized  by  a  Highly
Compensated  Employee to the extent that such amount  in  combination  with
other  Employee Contributions made by that Employee would exceed any stated
limit  under the Plan on Voluntary Contributions.  Recharacterization  must
occur no later than two and one-half months after the last day of the  Plan
Year  in  which such Excess Contributions arose and is deemed to  occur  no
earlier  than the date the last Highly Compensated Employee is informed  in
writing  of  the  amount  recharacterized  and  the  consequences  thereof.
Recharacterized  amounts  will  be  taxable  to  the  Participant  for  the
Participant's tax year in which the Participant would have received them in
cash.

10.10     Average Contribution Percentage (ACP) Test  If the Employer makes
Matching  Contributions or if the Plan allows Employees to  make  Voluntary
Contributions the Plan must meet additional nondiscrimination  requirements
provided  under Code Section 401(m).  If Employee Contributions  (including
any Elective Deferrals recharacterized as Voluntary Contributions) are made
pursuant  to  this  Plan, then in addition to the ADP  test  referenced  in
paragraph   10.7,  the  Average  Contribution  Percentage  test   is   also
applicable.  The Average Contribution Percentage for Participants  who  are
Highly   Compensated  Employees  for  each  Plan  Year  and   the   Average
Contribution  Percentage  for Participants who are  Non-Highly  Compensated
Employees for the same Plan Year must satisfy one of the following tests:

            (a)      Basic   Test   -   The  Average   Contribution
               Percentage   for   Participants   who   are   Highly
               Compensated  Employees for the Plan Year  shall  not
               exceed  the  Average  Contribution  Percentage   for
               Participants   who   are   non-Highly    Compensated
               Employees for the same Plan Year multiplied by 1.25;
               or
            
            (b)     Alternative Test - The ACP for Participants who
               are  Highly Compensated Employees for the Plan  Year
               shall not exceed the Average Contribution Percentage
               for  Participants  who  are  non-Highly  Compensated
               Employees for the same Plan Year multiplied by two ,
               provided  that  the Average Contribution  Percentage
               for   Participants   who  are   Highly   Compensated
               Employees  does not exceed the Average  Contribution
               Percentage   for  Participants  who  are  non-Highly
               Compensated  Employees by more than two   percentage
               points.

10.11    Special Rules Relating To Application Of ACP Test
            
            (a)     If  one  or  more Highly Compensated  Employees
               participate  in both a cash or deferred  arrangement
               and a plan subject to the ACP test maintained by the
               Employer  and  the sum of the ADP and ACP  of  those
               Highly  Compensated Employees subject to  either  or
               both tests exceeds the Aggregate Limit, then the ADP
               or  ACP  of  those Highly Compensated Employees  who
               also  participate in a cash or deferred  arrangement
               will   be   reduced  (beginning  with  such   Highly
               Compensated  Employee  whose  ADP  or  ACP  is   the
               highest)  as set forth in the Adoption Agreement  so
               that the limit is not exceeded.  The amount by which
               each   Highly  Compensated  Employee's  Contribution
               Percentage Amounts is reduced shall be treated as an
               Excess  Aggregate Contribution.  The ADP and ACP  of
               the  Highly  Compensated  Employees  are  determined
               after  any corrections required to meet the ADP  and
               ACP  tests.  Multiple use does not occur if both the
               ADP and ACP of the Highly Compensated Employees does
               not exceed 1.25 multiplied by the ADP and ACP of the
               non-Highly Compensated Employees.
            
            (b)     For  purposes of this Article, the Contribution
               Percentage  for  any Participant  who  is  a  Highly
               Compensated  Employee and who is  eligible  to  have
               Contribution Percentage Amounts allocated to his  or
               her  account  under two or more plans  described  in
               Code  Section  401(a), or arrangements described  in
               Code  Section  401(k)  that are  maintained  by  the
               Employer,  shall be determined as if  the  total  of
               such  Contribution Percentage amounts was made under
               each   Plan.   If  a  Highly  Compensated   Employee
               participates  in  two  or  more  cash  or   deferred
               arrangements  that have different  Plan  Years,  all
               cash  or deferred arrangements ending with or within
               the  same calendar year shall be treated as a single
               arrangement.
            
            (c)     In  the  event  that  this Plan  satisfies  the
               requirements of Code Sections 401(a)(4), 401(m),  or
               410(b)  only  if aggregated with one or  more  other
               plans,  or  if one or more other plans  satisfy  the
               requirements   of   such  Code  Sections   only   if
               aggregated  with this Plan, then this Section  shall
               be   applied   by   determining   the   Contribution
               Percentage of Employees as if all such plans were  a
               single  plan.  For plan years beginning after  1989,
               plans  may  be  aggregated in order to satisfy  Code
               Section 401(m) only if the aggregated plans have the
               same Plan Year.
            
            (d)     For  purposes  of determining the  Contribution
               percentage  of  a Participant who is a  five-percent
               owner  or  one  of the ten most highly-paid,  Highly
               Compensated  Employees, the Contribution  Percentage
               Amounts  and Compensation of such Participant  shall
               include  the  Contribution  Percentage  Amounts  and
               Compensation for the Plan Year of Family Members  as
               defined  in  Paragraph 1.36 of  this  Plan.   Family
               Members,   with   respect  to   Highly   Compensated
               Employees,   shall   be  disregarded   as   separate
               Employees in determining the Contribution Percentage
               both for Participants who are non-Highly Compensated
               Employees  and  for  Participants  who  are   Highly
               Compensated  Employees.  In the event of  repeal  of
               the  family  aggregation rules  under  Code  Section
               414(q)(6), all applications of such rules under this
               Plan  will  cease as of the effective date  of  such
               repeal.
            
            (e)     For  purposes  of determining the  Contribution
               Percentage   test,   Employee   Contributions    are
               considered  to have been made in the  Plan  Year  in
               which    contributed   to   the   trust.    Matching
               Contributions     and     Qualified     Non-Elective
               Contributions  will be considered made  for  a  Plan
               Year   if  made  no  later  than  the  end  of   the
               twelve-month period beginning on the day  after  the
               close of the Plan Year.
            
            (f)     The  Employer shall maintain records sufficient
               to  demonstrate satisfaction of the ACP test and the
               amount  of  Qualified Non-Elective Contributions  or
               Qualified Matching Contributions, or both,  used  in
               such test.
            
            (g)      The   determination  and  treatment   of   the
               Contribution  Percentage of  any  Participant  shall
               satisfy such other requirements as may be prescribed
               by the Secretary of the Treasury.
            
            (h)     Qualified Matching Contributions and  Qualified
               Non-Elective Contributions used to satisfy  the  ADP
               test may not be used to satisfy the ACP test.
       
                              ARTICLE XI
       
                                ADMINISTRATION
       

11.1 Plan Administrator  The Employer shall be the named fiduciary and Plan
Administrator. These duties shall include:

            (a)     appointing  the  Plan's  attorney,  accountant,
               actuary, or any other party needed to administer the
               Plan,
            
            (b)     directing the Trustee/Custodian with respect to
               payments from the Fund,
            
            (c)     communicating  with Employees  regarding  their
               participation and benefits under the Plan, including
               the administration of all claims procedures,
            
            (d)      filing  any  returns  and  reports  with   the
               Internal  Revenue Service, Department of  Labor,  or
               any other governmental agency,
            
            (e)     reviewing and approving any financial  reports,
               investment reviews, or other reports prepared by any
               party appointed by the Employer under paragraph (a),
            
            (f)     establishing  a funding policy  and  investment
               objectives consistent with the purposes of the  Plan
               and  the Employee Retirement Income Security Act  of
               1974, and
            
            (g)     construing and resolving any question  of  Plan
               interpretation.      The    Plan     Administrator's
               interpretation   of   Plan   provisions    including
               eligibility  and benefits under the Plan  is  final,
               and  unless  it  can be shown to  be  arbitrary  and
               capricious will not be subject to "de novo" review.

11.2 Trustee/Custodian  The Trustee/Custodian shall be responsible for  the
administration  of  investments  held in  the  Fund.   These  duties  shall
include:

            (a)     receiving contributions under the terms of  the
               Plan,
            
            (b)      making   distributions  from   the   Fund   in
               accordance  with written instructions received  from
               an authorized representative of the Employer, and
            
            (c)      keeping   accurate  records   reflecting   its
               administration of the Fund and making  such  records
               available  to  the  Employer for review  and  audit.
               Within  90 days after each Plan Year, and within  90
               days   after   its   removal  or  resignation,   the
               Trustee/Custodian shall file with  the  Employer  an
               accounting of its administration of the Fund  during
               such year or from the end of the preceding Plan Year
               to   the  date  of  removal  or  resignation.   Such
               accounting  shall  include  a  statement   of   cash
               receipts  and disbursements since the  date  of  its
               last  accounting  and shall contain  an  asset  list
               showing the fair market value of investments held in
               the  Fund as of the end of the Plan Year.  The value
               of  marketable investments shall be determined using
               the   most   recent  price  quoted  on  a   national
               securities exchange or over the counter market.  The
               value   of   non-marketable  investments  shall   be
               determined   in   the   sole   judgement   of    the
               Trustee/Custodian  which  determination   shall   be
               binding and conclusive.  The value of investments in
               securities or obligations of the Employer  in  which
               there  is no market shall be determined in the  sole
               judgement  of the Employer and the Trustee/Custodian
               shall  have  no responsibility with respect  to  the
               valuation of such assets.  The Employer shall review
               the  Trustee/Custodian's accounting and  notify  the
               Trustee/Custodian in the event of its disapproval of
               the   report   within   90   days,   providing   the
               Trustee/Custodian with a written description of  the
               items in question.  The Trustee/Custodian shall have
               60  days  to  provide the Employer  with  a  written
               explanation  of  the  items  in  question.   If  the
               Employer  again  disapproves, the  Trustee/Custodian
               shall  file  its accounting in a court of  competent
               jurisdiction for audit and adjudication.
            
            (d)      employing  such  agents,  including  but   not
               limited  to an investment advisor which may  or  may
               not  be a subsidiary or an affiliate of the Trustee,
               attorneys or other professionals as the Trustee  may
               deem  necessary  or advisable in the performance  of
               its duties.

The Trustee's/Custodian's duties shall be limited to those described above.
The  Employer  shall  be  responsible for any other  administrative  duties
required under the Plan or by applicable law.

11.3  Administrative Fees And Expenses  All reasonable costs,  charges  and
expenses   incurred  by  the  Trustee/Custodian  in  connection  with   the
administration of the Fund and all reasonable costs, charges  and  expenses
incurred by the Plan Administrator in connection with the administration of
the   Plan   (including   fees   for  legal  services   rendered   to   the
Trustee/Custodian or Plan Administrator) may be paid by the  Employer,  but
if  not  paid by the Employer when due, shall be paid from the Fund.   Such
reasonable compensation to the Trustee/Custodian as may be agreed upon from
time  to  time  between  the  Employer and the Trustee/Custodian  and  such
reasonable  compensation to the Plan Administrator as may  be  agreed  upon
from  time to time between the Employer and Plan Administrator may be  paid
by  the Employer, but if not paid by the Employer when due shall be paid by
the  Fund.   The Trustee shall have the right to liquidate trust assets  to
cover its fees.  Notwithstanding the foregoing, no compensation other  than
reimbursement for expenses shall be paid to a Plan Administrator who is the
Employer or a full-time Employee of the Employer.  In the event any part of
the Trust/Custodial Account becomes subject to tax, all taxes incurred will
be   paid  from  the  Fund  unless  the  Plan  Administrator  advises   the
Trustee/Custodian not to pay such tax.

11.4 Division Of Duties And Indemnification

            (a)     The  Trustee/Custodian shall have the authority
               and  discretion to manage and govern the Fund to the
               extent  provided in this instrument,  but  does  not
               guarantee  the Fund in any manner against investment
               loss  or  depreciation in asset value, or  guarantee
               the  adequacy of the Fund to meet and discharge  all
               or any liabilities of the Plan.
            
            (b)     The  Trustee/Custodian shall not be liable  for
               the  making, retention or sale of any investment  or
               reinvestment made by it, as  herein provided, or for
               any  loss to, or diminution of the Fund, or for  any
               other  loss  or  damage which may  result  from  the
               discharge  of  its duties hereunder  except  to  the
               extent   it  is  judicially  determined   that   the
               Trustee/Custodian has failed to exercise  the  care,
               skill,    prudence   and   diligence    under    the
               circumstances then prevailing that a prudent  person
               acting  in  a like capacity and familiar  with  such
               matters would use in the conduct of an enterprise of
               a like character with like aims.
            
            (c)      The  Employer  warrants  that  all  directions
               issued  to  the Trustee/Custodian by  it,  the  Plan
               Administrator,   an  investment  manager   appointed
               pursuant  to paragraph 13.7, or any other authorized
               person, will be in accordance with the terms of  the
               Plan  and  not  contrary to the  provisions  of  the
               Employee Retirement Income Security Act of 1974  and
               regulations issued thereunder.
            
            (d)     The  Trustee/Custodian shall not be  answerable
               for  any  action  taken pursuant to  any  direction,
               consent, certificate, or other paper or document  on
               the  belief that the same is genuine and  signed  by
               the  proper person.  All directions by the Employer,
               Participant  or the Plan Administrator shall  be  in
               writing.    The  Employer  shall  deliver   to   the
               Trustee/Custodian   certificates   evidencing    the
               individual or individuals authorized to act  as  set
               forth  in  the Adoption Agreement or as the Employer
               may  subsequently  inform the  Trustee/Custodian  in
               writing  and  shall deliver to the Trustee/Custodian
               specimens of their signatures.
       
            (e)       The    duties   and   obligations   of    the
               Trustee/Custodian   shall  be   limited   to   those
               expressly  imposed  upon it by  this  instrument  or
               subsequently    agreed   upon   by   the    parties.
               Responsibility  for administrative  duties  required
               under  the  Plan  or  applicable law  not  expressly
               imposed  upon or agreed to by the Trustee/Custodian,
               shall rest solely with the Employer.
            
            (f)     The Trustee/Custodian shall be indemnified  and
               saved harmless by the Employer from and against  any
               and all liability to which the Trustee/Custodian may
               be  subjected,  including  all  expenses  reasonably
               incurred  in its defense, for any action or  failure
               to   act   resulting   from  compliance   with   the
               instructions  of  the  Employer,  the  Employees  or
               agents  of the Employer, the Plan Administrator,  or
               any  other  fiduciary  to  the  Plan,  and  for  any
               liability arising from the actions or non-actions of
               any  predecessor Trustee/Custodian or  fiduciary  or
               other fiduciaries of the Plan.
            
            (g)     The  Trustee/Custodian shall not be responsible
               in any way for the application of any payments it is
               directed to make or for the adequacy of the Fund  to
               meet and discharge any and all liabilities under the
               Plan.
       
                             ARTICLE XII
       
                         TRUST FUND/CUSTODIAL ACCOUNT

12.1  The  Fund   The  Fund shall consist of all contributions  made  under
Article  III  and  Article IV of the Plan and the  investment  thereof  and
earnings  thereon. All contributions and the earnings thereon less payments
made  under  the  terms of the Plan, shall constitute the Fund.   The  Fund
shall be administered as provided in this document.

12.2  Control  Of  Plan  Assets  The assets of  the  Fund  or  evidence  of
ownership  shall be held by the Trustee/Custodian under the  terms  of  the
Plan   and  Trust/Custodial  Account.   If  the  assets  represent  amounts
transferred  from  another  trustee/custodian  under  a  former  plan,  the
Trustee/Custodian  named  hereunder  shall  not  be  responsible  for   the
propriety of any investment under the former plan.

12.3  Exclusive Benefit Rules  No part of the Fund shall be  used  for,  or
diverted to, purposes other than for the exclusive benefit of Participants,
former  Participants  with  a  vested  interest,  and  the  beneficiary  or
beneficiaries of deceased Participants having a vested interest in the Fund
at death.

12.4  Assignment  And  Alienation Of Benefits  No right  or  claim  to,  or
interest  in, any part of the Fund, or any payment from the Fund, shall  be
assignable,   transferable,   or  subject  to   sale,   mortgage,   pledge,
hypothecation,   commutation,   anticipation,   garnishment,    attachment,
execution, or levy of any kind.  The Trustee/Custodian shall not  recognize
any  attempt  to  assign,  transfer, sell, mortgage,  pledge,  hypothecate,
commute, or anticipate the same, except to the extent required by law.  The
preceding  sentences  shall  also apply to  the  creation,  assignment,  or
recognition of a right to any benefit payable with respect to a Participant
pursuant to a domestic relations order, unless such order is determined  to
be a Qualified Domestic Relations Order, as defined in Code Section 414(p),
or  any  domestic relations order entered before January 1, 1985 which  the
Plan attorney and Plan Administrator deem to be qualified.

12.5 Determination Of Qualified Domestic Relations Order (QDRO)  A Domestic
Relations Order shall specifically state all of the following in  order  to
be deemed a Qualified Domestic Relations Order ("QDRO"):

            (a)     The  name  and last known mailing  address  (if
               any)  of the Participant and of each alternate payee
               covered by the QDRO.  However, if the QDRO does  not
               specify the current mailing address of the alternate
               payee,  but  the Plan Administrator has  independent
               knowledge  of that address, the QDRO will  still  be
               valid.
            
            (b)      The   dollar  amount  or  percentage  of   the
               Participant's benefit to be paid by the Plan to each
               alternate  payee, or the manner in which the  amount
               or percentage will be determined.
            
            (c)     The number of payments or period for which  the
               order applies.
            
            (d)     The  specific  plan  (by  name)  to  which  the
               domestic relations order applies.

The  Domestic Relations Order shall not be deemed a QDRO if it requires the
Plan to provide:
            
            (e)     any type or form of benefit, or any option  not
               already provided for in the Plan;
            
            (f)     increased  benefits, or benefits in  excess  of
               the Participant's vested rights;
            
            (g)     payment  of a benefit earlier than  allowed  by
               the  Plan's earliest retirement provisions or in the
               case   of  a  profit-sharing  plan,  prior  to   the
               allowability of in-service withdrawals, or
            
            (h)     payment of benefits to an alternate payee which
               are  required to be paid to another alternate  payee
               under another QDRO.

Promptly, upon receipt of a domestic relations order ("order") which may or
may not be "qualified", the Plan Administrator shall notify the Participant
and  any alternate payee(s) named in the order of such receipt, and include
a  copy  of this paragraph 12.5.  The Plan Administrator shall then forward
the  order to the Plan's legal counsel for an opinion as to whether or  not
the order is in fact "Qualified" as defined in Code Section 414(p).  Within
a  reasonable time after receipt of the order, not to exceed 60  days,  the
Plan's  legal  counsel  shall make a determination as  to  its  "qualified"
status  and  the Participant and any alternate payee(s) shall  be  promptly
notified in writing of the determination.

If  the  "qualified" status of the order is in question, there  will  be  a
delay  in  any  payout  to any payee including the Participant,  until  the
status  is resolved.  In such event, the Plan Administrator shall segregate
the  amount that would have been payable to the alternate payee(s)  if  the
order had been deemed a QDRO.  If the order is not qualified, or the status
is  not  resolved  (for example, it has been sent back  to  the  court  for
clarification or modification) within 18 months beginning with the date the
first payment would have to be made under the Order, the Plan Administrator
shall  pay the segregated amounts plus interest to the person(s) who  would
have  been  entitled  to  the  benefits had there  been  no  order.   If  a
determination  as to the qualified status of the order is  made  after  the
18-month period described above, then the order shall only be applied on  a
prospective  basis.   If  the  order  is  determined  to  be  a  QDRO,  the
Participant  and alternate payee(s) shall again be notified promptly  after
such determination.  Once an order is deemed a QDRO, the Plan Administrator
shall  pay  to the alternate payee(s) all the amounts due under  the  QDRO,
including segregated amounts plus interest which may have accrued during  a
dispute as to the order's qualification.

Unless   specified  otherwise  in  the  Adoption  Agreement,  the  earliest
retirement  age with regard to the Participant against whom  the  order  is
entered  shall  be the date the order is determined to be qualified.   This
will only allow payouts to alternate payee(s) and not the Participant.

                               ARTICLE XIII

                               INVESTMENTS

13.1  Fiduciary Standards  The Trustee shall invest and reinvest  principal
and  income  in the same Fund in accordance with the investment  objectives
established by the Employer, provided that:

            (a)     such investments are prudent under the Employee
               Retirement  Income  Security Act  of  1974  and  the
               regulations thereunder,
            
            (b)     such  investments are sufficiently  diversified
               or  otherwise insured or guaranteed to minimize  the
               risk of large losses, and
            
            (c)     such  investments are similar  to  those  which
               would  be  purchased  by another professional  money
               manager  for  a  like  plan with similar  investment
               objectives.

13.2  Funding  Arrangement  The Employer shall, in the Adoption  Agreement,
appoint a Trustee to administer the Fund and/or a Custodian to have custody
of  the Fund.  The Trustee shall invest the Fund in any of the alternatives
available  under  paragraph 13.3.  If a Custodian is  appointed,  the  Fund
shall be invested as provided in paragraph 13.4.

13.3 Investment Alternatives Of The Trustee  The Trustee shall implement an
investment  program based on the Employer's investment objectives  and  the
Employee  Retirement Income Security Act of 1974.  In  addition  to  powers
given by law, the Trustee may:

            (a)     invest  the  Fund  in  any  form  of  property,
               including  common  and  preferred  stocks,  exchange
               traded  put  and call options, bonds,  money  market
               instruments, mutual funds (including funds for which
               the  Trustee/Custodian or its  subsidiaries  or  its
               affiliates  serve  as investment  advisor),  savings
               accounts,  certificates of deposit, Treasury  bills,
               insurance  policies and contracts, or in  any  other
               property,  real or personal, having a  ready  market
               including  securities issued by the  Trustee  and/or
               affiliates  of  the Trustee.  The Trustee  may  also
               make  loans to Plan Participants in accordance  with
               paragraph  13.5 hereof.  The Trustee may  invest  in
               its  own  deposits  and,  if  applicable,  those  of
               affiliates,  which bear a reasonable interest  rate.
               No  portion of any Qualified Voluntary Contribution,
               or  the  earnings thereon, may be invested  in  life
               insurance    contracts    or,    as     with     any
               Participant-directed   investment,    in    tangible
               personal  property characterized by  the  IRS  as  a
               collectible,
            
            (b)     transfer any assets of the Fund to a  group  or
               collective  trust established to permit the  pooling
               of  funds  of  separate pension  and  profit-sharing
               trusts,  provided the Internal Revenue  Service  has
               ruled such group or collective trust to be qualified
               under  Code  Section 401(a) and  exempt  under  Code
               Section  501(a)  (or  the  applicable  corresponding
               provision of any other Revenue Act) or to any  other
               common,  collective, or commingled trust fund  which
               has   been  or  may  hereafter  be  established  and
               maintained    by   the   Trustee/Custodian    and/or
               affiliates    of   the   Trustee/Custodian.     Such
               commingling  of  assets of the Fund with  assets  of
               other  qualified trusts is specifically  authorized,
               and  to the extent of the investment of the Fund  in
               such  a group or collective trust, the terms of  the
               instrument  establishing  the  group  or  collective
               trust  shall  be a part hereof as though  set  forth
               herein.    The  terms  of  said  instrument(s)   may
               authorize  the  Trustee of the group  or  collective
               trust  to  engage in securities lending transactions
               where  fees  may  be  deducted  from  the  group  or
               collective trust's loan income,
            
            (c)     invest  the  Fund  in the  common  stock,  debt
               obligations,  or any other security  issued  by  the
               Employer  or by an affiliate of the Employer  within
               the  limitations provided under Sections  406,  407,
               and  408  of the Employee Retirement Income Security
               Act   of   1974  and  further  provided  that   such
               investment   does   not  constitute   a   prohibited
               transaction  under  Code  Section  4975.   Any  such
               investment in Employer securities shall only be made
               upon written direction of the Employer who shall  be
               solely responsible for propriety of such investment,
            
            (d)     hold cash uninvested and deposit same with  any
               banking  or savings institution, including  its  own
               banking department,
            
            (e)      join   in   or   oppose  the   reorganization,
               recapitalization, consolidation, sale or  merger  of
               corporations or properties, including those in which
               it  is interested as Trustee, upon such terms as  it
               deems wise,
            
            (f)    hold investments in nominee or bearer form,
            
            (g)     vote proxies and, if appropriate, pass them  on
               to  any  investment manager which may have  directed
               the  investment  in the equity giving  rise  to  the
               proxy,
            
            (h)     exercise  all ownership rights with respect  to
               assets held in the Fund.

13.4  Duties Of The Custodian  The Custodian shall be depository of all  or
part  of  the Fund and shall, at the written direction of the Trustee  hold
any assets received from the Trustee or its agents.  The Custodian may rely
upon  any  order, certificate, notice, direction or other written directive
issued  by  the  Trustee or its agents.  The  Custodian shall  receive  and
deliver  assets as instructed by the Trustee or its agents.  To the  extent
that  the  Custodian holds title to Plan assets and such ownership requires
action  on the part of the registered owner, such action will be  taken  by
the  Custodian only upon receipt of specific instructions from the  Trustee
or  its  agents  or an investment manager.  Proxies shall be  voted  by  or
pursuant to the express direction of the Trustee or authorized agent of the
Trustee.  The Custodian shall not give any investment advice, including any
opinion  on the prudence of directed investments.  The Employer and Trustee
and the agents thereof assume all responsibility for adherence to fiduciary
standards under the Employee Retirement Income Security Act of 1974 (ERISA)
and all amendments thereof, and regulations thereunder.

13.5 Participant Loans  If agreed upon by the Trustee and permitted by  the
Employer in the Adoption Agreement, a Plan Participant may make application
to  the Employer requesting a loan from the Fund.  The Employer shall  have
the  sole  right  to  approve  or disapprove  a  Participant's  application
provided  that  loans  shall be made available to  all  Participants  on  a
reasonably  equivalent basis. Loans shall not be made available  to  Highly
Compensated  Employees [as defined in Code Section  414(q)]  in  an  amount
greater  than  the  amount  made available to other  Employees.   Any  loan
granted hereunder shall be made subject to the following rules:

                (a)   No loan granted hereunder shall exceed the lesser  of
          (i)  $50,000  reduced  by  the excess, if  any,  of  the  highest
          outstanding balance of loans during the one year period ending on
          the day before the loan is made, over the outstanding balance  of
          loans from the Plan on the date the loan is made or (ii) one-half
          of  the  fair  market  value  of a Participant's  Vested  Account
          Balance   built   up   from  Employer  Contributions,   Voluntary
          Contributions, and Rollover Contributions.  If the  Participant's
          Vested Account Balance is $20,000 or less, the maximum loan shall
          not  exceed  the  lesser of $10,000 or 100% of the  Participant's
          Vested Account Balance.  For the purpose of the above limitation,
          all  loans from all plans of the Employer and other members of  a
          group of employers described in Code Sections 414(b), 414(c), and
          414(m) are aggregated.  An assignment or pledge of any portion of
          the  Participant's interest in the Plan and a  loan,  pledge,  or
          assignment with respect to any insurance contract purchased under
          the Plan, will be treated as a loan under this paragraph.

          (b)   All  applications  must be made on forms  provided  by  the
          Employer and must be signed by the Participant.

          (c)   Any  loan shall bear interest at a rate reasonable  at  the
          time of application, considering the purpose of the loan and  the
          rate  being  charged by representative commercial  banks  in  the
          local  area for a similar loan unless the Employer sets  forth  a
          different method for determining loan interest rates in its  loan
          procedures.   The  loan  agreement shall also  provide  that  the
          payment  of principal and interest be amortized in level payments
          not less than quarterly.

          (d)  The term of such loan shall not exceed five years except  in
          the  case  of  a  loan  for the purpose of acquiring  any  house,
          apartment,  condominium, or mobile home (not used on a  transient
          basis) which is used or is to be used within a reasonable time as
          the  principal  residence of the Participant or a member  of  the
          Participant's family.  The term of such loan shall be  determined
          by   the  Employer  considering  the  maturity  dates  quoted  by
          representative commercial banks in the local area for  a  similar
          loan.

          (e)   The principal and interest paid by a Participant on his  or
          her  loan shall be credited to the Fund in the same manner as for
          any other Plan investment.  If elected in the Adoption Agreement,
          loans  may be treated as segregated investments of the individual
          Participants.   This provision is not available if  its  election
          will result in discrimination in operation of the Plan.

          (f)   If  a  Participant's loan application is  approved  by  the
          Employer, such Participant shall be required to sign a note, loan
          agreement,  and assignment of 50% of his or her interest  in  the
          Fund  as collateral for the loan. The Participant, except in  the
          case  of  a  profit-sharing plan satisfying the  requirements  of
          paragraph  8.7 must obtain the consent of his or her  Spouse,  if
          any,  within the 90 day period before the time his or her account
          balance  is  used  as security for the loan.  A  new  consent  is
          required  if  the account balance is used for any  renegotiation,
          extension,  renewal or other revision of the loan,  including  an
          increase  in  the amount thereof.  The consent must  be  written,
          must acknowledge the effect of the loan, and must be witnessed by
          a  plan  representative  or notary public.   Such  consent  shall
          thereafter  be binding with respect to the consenting  Spouse  or
          any subsequent Spouse.

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

          (h)  The Employer may also require additional collateral in order
          to adequately secure the loan.

          (i)   A  Participant's  loan  shall immediately  become  due  and
          payable if such Participant terminates employment for any  reason
          or  fails to make a principal and/or interest payment as provided
          in   the   loan   agreement.   If  such  Participant   terminates
          employment,  the  Employer shall immediately request  payment  of
          principal  and interest on the loan.  If the Participant  refuses
          payment  following  termination, the Employer  shall  reduce  the
          Participant's  Vested Account Balance by the remaining  principal
          and  interest  on  his or her loan.  If the Participant's  Vested
          Account  Balance is less than the amount due, the Employer  shall
          take  whatever  steps are necessary to collect  the  balance  due
          directly  from the Participant.  However, no foreclosure  on  the
          Participant's  note  or  attachment of the Participant's  account
          balance  will  occur until a distributable event  occurs  in  the
          Plan.

          (j)   No  loans  will be made to Owner-Employees (as  defined  in
          paragraph 1.51) or Shareholder-Employees (as defined in paragraph
          1.74),  unless  the  Employer obtains  a  prohibited  transaction
          exemption from the Department of Labor.

13.6 Insurance Policies  If agreed upon by the Trustee and permitted by the
Employer  in  the Adoption Agreement, Employees may elect the  purchase  of
life  insurance  policies under the Plan.  If elected, the  maximum  annual
premium  for  a  whole life policy shall not exceed 50%  of  the  aggregate
Employer  contributions allocated to the account  of  a  Participant.   For
profit-sharing  plans  the 50% test need only be applied  against  Employer
contributions  allocated in the last two years.  Whole  life  policies  are
policies with both nondecreasing death benefits and nonincreasing premiums.
The  maximum  annual premium for term contracts or universal life  policies
and  all  other policies which are not whole life shall not exceed  25%  of
aggregate Employer contributions allocated to the account of a Participant.
The  two  year  rule  for profit-sharing plans again applies.  The  maximum
annual  premiums  for  a  Participant with both a whole  life  and  a  term
contract  or  universal life policies shall be limited to one-half  of  the
whole life premiums plus the term premium but shall not exceed one-half  of
the  whole life premium plus the term premium shall not exceed 25%  of  the
aggregate Employer contributions allocated to the account of a Participant,
subject  to  the  two  year rule for profit-sharing  plans.   Any  policies
purchased under this Plan shall be held subject to the following rules:

                     (a)   The Trustee shall be applicant and owner of  any
               policies issued hereunder.

                     (b)   All  policies or contracts purchased  hereunder,
               shall be endorsed as nontransferable, and must provide  that
               proceeds  will  be  payable  to the  Trustee;  however,  the
               Trustee  shall be required to pay over all proceeds  of  the
               contracts  to  the Participant's Designated  Beneficiary  in
               accordance  with the distribution provisions of  this  Plan.
               Under  no circumstances shall the Trust retain any  part  of
               the proceeds.

                     (c)  Each Participant shall be entitled to designate a
               beneficiary under the terms of any contract issued; however,
               such designation will be given to the Trustee which must  be
               the named beneficiary on any policy.  Such designation shall
               remain in force, until revoked by the Participant, by filing
               a  new  beneficiary form with the Trustee.  A  Participant's
               Spouse will be the Designated Beneficiary of the proceeds in
               all  circumstances unless a Qualified Election has been made
               in  accordance  with paragraph 8.4.  The  beneficiary  of  a
               deceased  Participant  shall  receive  in  addition  to  the
               proceeds of the Participant's policy or policies, the amount
               credited to such Participant's investment account.

                     (d)  A Participant who is uninsurable or insurable  at
               substandard rates, may elect to receive a reduced amount  of
               insurance,  if available, or may waive the purchase  of  any
               insurance.

                     (e)   All dividends or other returns received  on  any
               policy  purchased,  shall  be applied  to  reduce  the  next
               premium due on such policy, or if no further premium is due,
               such  amount  shall be credited to the Fund as part  of  the
               account of the Participant for whom the policy is held.

                     (f)   If Employer contributions are inadequate to  pay
               all premiums on all insurance policies, the Trustee may,  at
               the  option of the Employer, utilize other amounts remaining
               in  each  Participant's account to pay the premiums  on  his
               respective policy or policies, allow the policies to  lapse,
               reduce  the  policies  to  a level  at  which  they  may  be
               maintained,  or borrow against the policies  on  a  prorated
               basis, provided that the borrowing does not discriminate  in
               favor   of   the   policies  on  the  lives   of   officers,
               Shareholders, and Highly Compensated Employees.

                     (g)   On retirement or termination of employment of  a
               Participant, the Employer shall direct the Trustee  to  cash
               surrender  the Participant's policy and credit the  proceeds
               to  his  or her account for distribution under the terms  of
               the Plan.  However, before so doing, the Trustee shall first
               offer to transfer ownership of the policy to the Participant
               in exchange for payment by the Participant of the cash value
               of  the policy at the time of transfer.  Such payment  shall
               be  credited  to the Participant's account for  distribution
               under  the  terms of the Plan.  All distributions  resulting
               from  the application of this paragraph shall be subject  to
               the  Joint  and Survivor Annuity Rules of Article  VIII,  if
               applicable.

                     (h)   The Employer shall be solely responsible to  see
               that  these  insurance provisions are administered  properly
               and that if there is any conflict between the provisions  of
               this  Plan and any insurance contracts issued that the terms
               of this Plan will control.

13.7  Employer  Investment Direction  If agreed upon  by  the  Trustee  and
approved by the Employer in the Adoption Agreement, the Employer shall have
the  right  to direct the Trustee with respect to investments of the  Fund,
may  appoint  an  investment manager (registered as an  investment  advisor
under  the Investment Advisors Act of 1940) to direct investments,  or  may
give  the  Trustee investment management responsibility.  The Employer  may
purchase  and  sell  interests in a registered  investment  company  (i.e.,
mutual  funds) for which the Sponsor, its parent, affiliates,  subsidiaries
or  successors,  may  serve as investment advisor and receive  compensation
from  the  registered  investment company for its  services  as  investment
advisor.   The  Employer shall advise the Trustee in writing regarding  the
retention  of investment powers, the appointment of an investment  manager,
or  the  delegation of investment powers to the Trustee.  The  Trustee  may
rely  upon  any  order,  certificate, notice, direction  or  other  written
directive  issued  by  the  Employer,  investment  manager  or  any   other
authorized party which the Trustee believes to be genuine.  In the  absence
of such written directive, the Trustee may invest the available cash in its
discretion  in an appropriate interim investment until specific  investment
directions are received and shall not be responsible for a resulting  loss.
Such  instructions  regarding the delegation of  investment  responsibility
shall  remain  in force until revoked or amended in writing.  The  Employer
must  provide  the  Trustee with written notice of the termination  of  the
appointment of an investment manager.  The Trustee shall not be responsible
for the propriety of any directed investment made and shall not be required
to  consult with or advise the Employer regarding the investment quality of
any  directed  investment  held  hereunder.   The  Trustee  shall  not   be
responsible  for any loss resulting to the Fund by reason of  any  sale  or
investment  made pursuant to the direction of the Employer or an investment
manager.   Notwithstanding  anything in this  Plan  to  the  contrary,  the
Trustee  shall be indemnified and saved harmless by the Employer  from  any
and  all  personal  liability  to which the Trustee  may  be  subjected  by
carrying  out  any  directions of the Employer or  an  investment  manager,
including all expenses reasonably incurred in its defense in the event  the
Employer fails to provide such; provided, however, the Trustee shall not be
so  indemnified if it participates knowingly in, or knowingly undertakes to
conceal,  an  act  or  omission  of an investment  manager,  having  actual
knowledge that such is a breach of a fiduciary duty.  The Trustee shall not
be  deemed  to  have knowingly participated in or knowingly  undertaken  to
conceal  an  act  or omission of an investment manager with knowledge  that
such  act  or  omission was a breach of fiduciary duty by merely  complying
with  directions of an investment manager, or for failure  to  act  in  the
absence of directions of an investment manager, or by reason of maintaining
accounting  records.   If  the Employer fails to  designate  an  investment
manager, the Trustee shall have full investment authority.  If the Employer
does  not issue investment directions, the Trustee shall have authority  to
invest the Fund in its sole discretion.  While the Employer may direct  the
Trustee with respect to Plan investments, the Employer may not:

      (a)  borrow from the Fund or pledge any of the assets of the Fund  as
security for a loan,

      (b)   buy property or assets from or sell property or assets  to  the
Fund,

     (c)  charge any fee for services rendered to the Fund, or

     (d)  receive any services from the Fund on a preferential basis.

13.8  Employee  Investment  Direction  If agreed  to  by  the  Trustee  and
approved  by the Employer in the Adoption Agreement, Participants shall  be
given  the  option to direct the investment of their personal contributions
and their share of the Employer's contribution among alternative investment
funds  established as part of the overall Fund.  Unless otherwise specified
by  the Employer in the Adoption Agreement, such investment funds shall  be
restricted  to  funds offered by the Trustee.  If investments  outside  the
Trustee's/Custodian's control are allowed, Participants may not direct that
investments  be made in collectibles, other than U.S. Government  or  State
issued gold and silver coins.  In this connection, a Participant's right to
direct the investment of any contribution shall apply only to selection  of
the desired fund.  The following rules shall apply to the administration of
such funds.

          (a)  At the time an Employee becomes eligible for the Plan, he or
          she  shall  complete an investment designation form  stating  the
          percentage  of  his or her contributions to be  invested  in  the
          available funds.

          (b)  A Participant may change his or her election with respect to
          future contributions by filing a new investment designation  form
          with  the  Employer in accordance with the procedures established
          by the Plan Administrator.

          (c)   A  Participant may elect to transfer all or part of his  or
          her  balance  from one investment fund to another  by  filing  an
          investment designation form with the Employer in accordance  with
          the procedures established by the Plan Administrator.

          (d)  The Employer shall be responsible when transmitting Employee
          and  Employer  contributions to show  the  dollar  amount  to  be
          credited to each investment fund for each Employee.

          (e)   Except  as  otherwise provided in  the  Plan,  neither  the
          Trustee,  nor the Custodian, nor the Employer, nor any  fiduciary
          of  the Plan shall be liable to the Participant or any of his  or
          her beneficiaries for any loss resulting from action taken at the
          direction  of the Participant and shall be indemnified  and  held
          harmless.
       
                             ARTICLE XIV
       
                             TOP-HEAVY PROVISIONS

14.1  Applicability Of Rules  If the Plan is or becomes  Top-Heavy  in  any
Plan  Year  beginning  after  1983, the provisions  of  this  Article  will
supersede any conflicting provisions in the Plan or Adoption Agreement.

14.2  Minimum  Contribution  Notwithstanding any  other  provision  in  the
Employer's Plan, for any Plan Year in which the Plan is Top-Heavy or  Super
Top-Heavy,  the aggregate Employer contributions and forfeitures  allocated
on  behalf  of  any  Participant (without regard  to  any  Social  Security
contribution)  under this Plan and any other Defined Contribution  Plan  of
the  Employer  shall be lesser of 3% of such Participant's Compensation  or
the  largest  percentage of Employer contributions and  forfeitures,  as  a
percentage  of  the  first  $200,000 of the  Key  Employee's  Compensation,
allocated on behalf of any Key Employee for that year.

Each  Participant who is employed by the Employer on the last  day  of  the
Plan  Year  shall  be entitled to receive an allocation of  the  Employer's
minimum  contribution for such Plan Year.  The minimum  allocation  applies
even though under other Plan provisions the Participant would not otherwise
be  entitled  to  receive an allocation, or would have  received  a  lesser
allocation  for  the year because the Participant fails to  make  Mandatory
Contributions to the Plan, the Participant's Compensation is  less  than  a
stated  amount, or the Participant fails to complete 1,000 Hours of Service
(or  such  lesser  number  designated  by  the  Employer  in  the  Adoption
Agreement)  during the Plan Year.  A Paired profit-sharing plan  designated
to  provide  the  minimum Top-Heavy contribution must do so  regardless  of
profits.  An Employer may make the minimum Top-Heavy contribution available
to all Participants or just non-Key Employees.

For  purposes of computing the minimum allocation, Compensation shall  mean
Compensation as defined in the second paragraph of paragraph  1.12  of  the
Plan.

The Top-Heavy minimum contribution does not apply to any Participant to the
extent  the Participant is covered under any other plan(s) of the  Employer
and  the Employer has provided in Section 11 of the Adoption Agreement that
the  minimum  allocation  or benefit requirements applicable  to  Top-Heavy
Plans will be met in the other plan(s).

If  a  Key  Employee  makes an Elective Deferral or has  an  allocation  of
Matching Contributions made to his or her account, a Top-Heavy minimum will
be  required  for non-Key Employees who are Participants, however,  neither
Elective  Deferrals by nor Matching Contributions to non-Key Employees  may
be  taken  into  account for purposes of satisfying the  top-heavy  Minimum
Contribution requirement.

14.3  Minimum  Vesting  For any Plan Year in which this Plan is  Top-Heavy,
the  minimum  vesting  schedule elected by the  Employer  in  the  Adoption
Agreement  will  automatically apply to the Plan.  If the vesting  schedule
selected by the Employer in the Adoption Agreement is less liberal than the
allowable  schedule, the schedule will automatically be modified.   If  the
vesting  schedule  under  the Employer's Plan  shifts  in  or  out  of  the
Top-Heavy  schedule for any Plan Year, such shift is an  amendment  to  the
vesting  schedule  and the election in paragraph 9.8 of the  Plan  applies.
The  minimum  vesting schedule applies to all accrued benefits  within  the
meaning  of  Code Section 411(a)(7) except those attributable  to  Employee
contributions, including benefits accrued before the effective date of Code
Section  416  and  benefits  accrued  before  the  Plan  became  Top-Heavy.
Further, no reduction in vested benefits may occur in the event the  Plan's
status  as  Top-Heavy changes for any Plan Year.  However,  this  paragraph
does not apply to the account balances of any Employee who does not have an
Hour  of  Service  after  the  Plan initially becomes  Top-Heavy  and  such
Employee's  account  balance  attributable to  Employer  contributions  and
forfeitures will be determined without regard to this paragraph.

14.4  Limitations On Allocations  In any Plan Year in which  the  Top-Heavy
Ratio   exceeds   90%  (i.e.,  the  Plan  becomes  Super  Top-Heavy),   the
denominators of the Defined Benefit Fraction (as defined in paragraph 1.16)
and  Defined Contribution Fraction (as defined in paragraph 1.19) shall  be
computed using 100% of the dollar limitation instead of 125%.

                                ARTICLE XV

                        AMENDMENT AND TERMINATION

15.1  Amendment By Sponsor  The Sponsor may amend any or all provisions  of
this  Plan  and  Trust/Custodial Account at any time without obtaining  the
approval  or  consent  of  any Employer which has  adopted  this  Plan  and
Trust/Custodial  Account  provided that no  amendment  shall  authorize  or
permit  any  part of the corpus or income of the Fund to  be  used  for  or
diverted  to  purposes other than for the exclusive benefit of Participants
and their beneficiaries, or eliminate an optional form of distribution.  In
the  case of a mass-submitted plan, the mass-submitter shall amend the Plan
on behalf of the Sponsor.

15.2  Amendment  By  Employer  The Employer may amend  any  option  in  the
Adoption  Agreement, and may include language as permitted in the  Adoption
Agreement,

            (a)    to satisfy Code Section 415, or
            
            (b)     to  avoid  duplication of minimums  under  Code
               Section 416

because of the required aggregation of multiple plans.

The  Employer  may add certain model amendments published by  the  Internal
Revenue  Service  which specifically provide that their adoption  will  not
cause the Plan to be treated as an individually designed plan for which the
Employer must obtain a separate determination letter.

If  the Employer amends the Plan and Trust/Custodial Account other than  as
provided  above,  the Employer's Plan shall no longer participate  in  this
Prototype Plan and will be considered an individually designed plan.

15.3  Termination  Employers shall have the right to terminate their  Plans
upon  60  days notice in writing to the Trustee/Custodian.  If the Plan  is
terminated,  partially terminated, or if there is a complete discontinuance
of  contributions under a profit-sharing plan maintained by  the  Employer,
all  amounts credited to the accounts of Participants shall vest and become
nonforfeitable.   In  the event of a partial termination,  only  those  who
separate  from Service shall be fully vested.  In the event of termination,
the  Employer  shall  direct  the Trustee/Custodian  with  respect  to  the
distribution of accounts to or for the exclusive benefit of Participants or
their  beneficiaries.  The Trustee/Custodian shall dispose of the  Fund  in
accordance with the written directions of the Plan Administrator,  provided
that  no  liquidation  of  assets and payment of  benefits,  (or  provision
therefor), shall actually be made by the Trustee/Custodian until  after  it
is   established  by  the  Employer  in  a  manner  satisfactory   to   the
Trustee/Custodian,  that  the  applicable  requirements,  if  any,  of  the
Employee  Retirement Income Security Act of 1974 and the  Internal  Revenue
Code governing the termination of employee benefit plans, have been or  are
being,   complied  with,  or  that  appropriate  authorizations,   waivers,
exemptions,   or  variances  have  been,  or  are  being   obtained.    The
Trustee/Custodian  shall not be obliged to distribute  the  Fund  until  it
receives  notice  of a favorable ruling from the Internal  Revenue  Service
upon  the  Employer's application for determination as  to  the  effect  of
termination.

15.4  Qualification Of Employer's Plan  If the adopting Employer  fails  to
attain  or  retain Internal Revenue Service qualification, such  Employer's
Plan  shall  no  longer  participate in this Prototype  Plan  and  will  be
considered an individually designed plan.

15.5 Mergers And Consolidations

            (a)     In  the case of any merger or consolidation  of
               the  Employer's Plan with, or transfer of assets  or
               liabilities  of the Employer's Plan  to,  any  other
               plan,  Participants in the Employer's Plan shall  be
               entitled  to receive benefits immediately after  the
               merger,  consolidation, or transfer which are  equal
               to or greater than the benefits they would have been
               entitled  to receive immediately before the  merger,
               consolidation,  or  transfer if the  Plan  had  then
               terminated.
            
            (b)        Any     corporation    into    which     the
               Trustee/Custodian or any successor trustee/custodian
               may  be merged or with which it may be consolidated,
               or  any  corporation resulting from  any  merger  or
               consolidation to which the Trustee/Custodian or  any
               successor trustee/custodian may be a party,  or  any
               corporation  to which all or substantially  all  the
               trust  business  of  the  Trustee/Custodian  or  any
               successor   trustee/custodian  may  be  transferred,
               shall  be  the  successor of such  Trustee/Custodian
               without  the filing of any instrument or performance
               of any further act, before any court.

15.6  Resignation And Removal  The Trustee/Custodian may resign by  written
notice  to  the  Employer which shall be effective 60 days after  delivery.
The  Employer may discontinue its participation in this Prototype Plan  and
Trust/Custodial  Account  effective upon 60  days  written  notice  to  the
Sponsor.   In  such event the Employer shall, prior to the  effective  date
thereof,  amend the Plan to eliminate any reference to this Prototype  Plan
and Trust/Custodial Account and appoint a successor trustee or custodian or
arrange for another funding agent.  The Trustee/Custodian shall deliver the
Fund  to its successor on the effective date of the resignation or removal,
or  as  soon thereafter as practicable, provided that this shall not  waive
any  lien the Trustee/Custodian may have upon the Fund for its compensation
or  expenses.   If  the  Employer fails to amend the  Plan  and  appoint  a
successor  trustee, custodian, or other funding agent within  the  said  60
days,  or  such  longer  period  as the Trustee/Custodian  may  specify  in
writing,  the  Plan shall be deemed individually designed and the  Employer
shall  be  deemed the successor trustee/custodian.  The Employer must  then
obtain its own determination letter.

15.7  Qualification Of Prototype  The Sponsor intends that  this  Prototype
Plan  will  meet  the  requirements of the Code as  a  qualified  Prototype
Retirement  Plan  and Trust/Custodial Account.  Should the Commissioner  of
Internal  Revenue or any delegate of the Commissioner at any time determine
that the Plan and Trust/Custodial Account fails to meet the requirements of
the  Code,  the Sponsor will amend the Plan and Trust/Custodial Account  to
maintain its qualified status.

                               ARTICLE XVI

                              GOVERNING LAW

Construction,  validity  and  administration  of  the  Prototype  Plan  and
Trust/Custodial Account, and any Employer Plan and Trust/Custodial  Account
as  embodied in the Prototype document and accompanying Adoption Agreement,
shall be governed by Federal law to the extent applicable and to the extent
not applicable by the laws of the State/Commonwealth in which the principal
office  of  the Sponsor or its affiliate which is designated as Trustee  or
Custodian in the Adoption Agreement, is located.

                 PART I - SECTION 401(a)(17) LIMITATION
                 [MAY BE ADOPTED BY DEFINED CONTRIBUTION
                        AND DEFINED BENEFIT PLANS]

     In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary,  for  Plan
Years  beginning  on or after January 1, 1994, the annual  Compensation  of
each  Employee taken into account under the Plan shall not exceed the  OBRA
'93  annual compensation limit.  The OBRA '93 annual compensation limit  is
$150,000,  as  adjusted by the Commissioner for increases in  the  cost  of
living  in  accordance with Section 401(a)(17)(B) of the  Internal  Revenue
Code.   The  cost-of-living in effect for a calendar year  applies  to  any
period,  not  exceeding  12 months, over which Compensation  is  determined
(determination period) beginning in such calendar year.  If a determination
period  consists of fewer than 12 months, the OBRA '93 annual  compensation
limit  will  be  multiplied by a fraction, the numerator of  which  is  the
number of months in the determination period, and the denominator of  which
is 12.

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

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

                             MODEL AMENDMENT
                         Revenue Procedure 93-47

(This model amendment allows Participants receiving distribution from safe-
harbored profit sharing plans to waive the 30-day period required under the
Unemployment Compensation Act of 1992.  Non-safe harbored plans must  still
provide notice not less than 30 days and not more than 90 days prior to the
distribution.)

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

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

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