U.S. SECURITIES AND EXCHANGE COMMISSION
     WASHINGTON, D.C. 20349
     
     FORM S-8
     
     REGISTRATION STATEMENT
     UNDER THE SECURITIES ACT OF 1933
     
     CHYRON CORPORATION
     (Exact Name of Registrant as Specified in its Charter)
     
     New York
     (State of Incorporation or Organization)
     
     11-2117385
     (IRS Employer Identification No.)
     
     5 Hub Drive
     Melville, New York            
     (Address of Principal Executive Offices)
       
     11747    
     (Zip Code)
     
     
     CHYRON CORPORATION 401(K) Plan
     (Full title of the Plan)
     
     
     Edward Grebow
     President and
     Chief Executive Officer
     Chyron Corporation
     5 Hub Drive
     Melville, New York 11747
     (Name and address of agent for service)
     
     (516) 845-2000
     (Telephone number, including area code, of agent for service)
     
     Copy to:
     Robert S. Matlin, Esq.
     Andrea Strong, Esq.
     Camhy Karlinsky & Stein LLP
     1740 Broadway
     New York, New York 10019
     (212) 977-6600
     
     
     Approximate date of proposed commencement of sales pursuant to the
     Plan:  From time to time after the effective date of this
     Registration Statement.
     
     
     CALCULATION OF REGISTRATION FEE
     
                                 Proposed      Proposed   
     Title of                    Maximum       Maximum    
     Securities                  Offering      Aggregate  Amount of    
     To Be        Amount To Be   Price         Offering   Registration
     Registered   Registered(1)  Per Share(2)  Price(2)   Fee
     
     Common Stock $700,000       $3.4375       $2,406,250 $709.84
     
     (1) In addition, pursuant to Rule 416(c) under the Securities Act
     of 1933, this registration statement also covers an indeterminate
     amount of  interests to be offered or sold pursuant to the employee
     benefit plan described herein.
     
     (2) Estimated solely for the purpose of calculating the regulation
     fee; computed pursuant to Rule 457(c), upon the basis of the average
     of the high and low prices of the Company's Common Stock as reported
     by the New York State Exchange on April 7, 1998.
     
     The Exhibit Index required by Item 601 of Regulation S-K is located
     at page 11 of the sequential numbering system appearing in the
     manually signed copy of this registration statement totaling 11
     pages, filed with the Securities and Exchange Commission.
     
     
     PART II
     
     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
     
     
     Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
     
     Chyron Corporation (the "Company") is subject to the informational
     requirements of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act") and in accordance  therewith files reports and other
     information with the Securities and Exchange Commission (the
     "Commission").  The following documents, which are on file with the
     Commission, are incorporated herein by reference and made a part
     hereof:
     
     (a) the Company's Annual Report on Form 10-K for the fiscal year
     ended December 31, 1997; and
     
     (b) the Company's Form 8-A, filed on March 24, 1992, which contains
     a description of the class of common stock registered pursuant to
     the filing of this Registration Statement.
     
     All documents subsequently filed by the Registrant pursuant to
     Sections 13(a), 13(c), 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 registers all securities
     then remaining unsold, shall be deemed to be incorporated by
     reference in this Registration Statement and to be a part hereof
     from the date of filing such documents.
     
     Any statement contained in a document incorporated or deemed to be
     incorporated by reference herein shall be deemed to be modified or
     superseded for purposes of this Registration Statement to the extent
     that a statement contained herein, or in any other subsequently
     filed document that also is deemed to be incorporated by reference
     herein, modifies or supersedes such statement.  Any statement so
     modified or superseded shall not be deemed, except as so modified or
     superseded, to constitute a part of this Registration Statement.
     
     Item 4. DESCRIPTION OF SECURITIES.
     
     Not applicable.
     
     Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
     
     The validity of the Common Stock offered hereby and certain legal
     matters relating to the offering will be passed upon for the Company
     by Camhy Karlinsky & Stein LLP, New York, New York.  Certain
     Partners in the firm have an interest in the Company.  One holds
     currently exercisable options to purchase 6,666 shares of Common
     Stock of the Company, another owns 4,235 shares of Common Stock and
     another partner holds currently exercisable options to purchase
     6,666 shares of Common Stock and may be deemed to have beneficial
     ownership (although such beneficial ownership is disclaimed) of an
     additional 20,471 shares of Common Stock.
     
     Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
     
     The Registrant's certificate of incorporation, as restated (the
     "Certificate of Incorporation"), provides that the personal
     liability of a director be eliminated to the fullest extent
     permitted by the provisions of paragraph (b) of Section 402 of the
     Business Corporation Law of the State of New York, as the same may
     be amended and supplemented.
     
     Article VII of the Company's by-laws (the "By-Laws") provides for
     the indemnification  by the Company of any person to the full extent
     permitted, and in the manner provided, by the New York Business
     Corporation Law, as the same now exists or may hereafter be amended.
     
     Section 402(b) of the New York Business Corporation Law provides
     that a certificate of incorporation may set forth a provision
     eliminating or limiting the personal liability of a director to the
     corporation or its shareholders for damages for any breach of duty
     in such capacity, provided that no such provision shall eliminate or
     limit:
     
     (1) the liability of any director if a judgment or other final
     adjudication adverse to him establishes that his acts or omissions
     were in bad faith or involved intentional misconduct or a knowing
     violation of law or that her personal gained in fact a financial
     profit or other advantage to which he was not legally entitled or
     that his acts violated Section 719, or
     
     (2)the liability of any director for any or omission prior to the
     adoption of a provision authorized by this paragraph.
        
     Section 721 through 725 of the New York Business Corporation Law
     provide that New York corporations shall have the power, under
     specific circumstances, to indemnify their directors, officers,
     employees and agents in connection with actions, suits or
     proceedings brought against them by a third party or in the right of
     the corporation by reason of the fact that they were or are such
     directors, officers, employees or agents, against expenses incurred
     in such actions, suits or proceedings.
     
     Section 721 of t he New York Business Corporation Law permits a
     corporation to enter into agreements with its directors and officers
     providing for indemnification for actions, suits or proceedings
     brought against them by a third party or in the right of the
     corporation, by reason of the fact that they were or are such
     directors or officers, against expenses incurred in such actions,
     suits or proceedings, provided, however, that no such
     indemnification may be made to or on behalf of any director or
     officer if a judgement or other final adjudication adverse to the
     director or officer establishes that his acts were committed in bad
     faith or were the result of active and deliberate dishonesty and
     were material to the cause of action so adjudicated, or that he
     personally gained in fact a financial profit or other advantage to
     which he was not legally entitled.
     
     Under Section 722(a), the corporation may indemnify any person made,
     or threatened to be made, a party to an action or proceeding (other
     than an action by or in the right of the corporation to procure a
     judgement in its favor) whether civil or criminal, including an
     action by or in the right of any other corporation of any type or
     kind, domestic or foreign, or any partnership, joint venture, trust,
     employee benefit plan or other enterprise, which any director or
     officer of the corporation served in any capacity at the request of
     the corporation, by reason of the fact that he, his testator or
     intestate was a director or officer of the corporation, or served
     such other corporation, partnership, joint venture, trust, employee
     benefit plan or other enterprise in any capacity.  Indemnification
     may be given for judgements, fines, amounts paid in settlement and
     reasonable expenses, including attorney's fees actually and
     necessarily incurred as a result of such action or proceeding, or
     any appeal therein, if such director or officer is shown to have
     acted in good faith, for a purpose which he reasonably believed to
     be in the best interests of the corporation, and, in criminal
     actions or proceedings, in addition, had no reasonable cause to
     believe such conduct was unlawful.
     
     Under Section 722(c), the corporation may indemnify any person made,
     or threatened to be made, a party to an action by or in the right of
     the corporation to procure a judgement in its favor by reason of the
     fact that he, his testator or intestate, is or was a director or
     officer of the corporation, or is or was serving at the request of
     the corporation as a director or officer of any other corporation of
     any type or kind, domestic or foreign, of any partnership, joint
     venture, trust employee benefit plan or other enterprise, against
     amounts paid in settlement and reasonable expenses, including
     attorneys' fees, actually and necessarily incurred by him in
     connection with the defense or settlement of such action, or in
     connection with an appeal therein, if such director or officer
     acted, in good faith, for a purpose which he reasonably believed to
     be in, or in the case of service for any other corporation or any
     partnership, joint venture, trust, employee benefit plan or other
     enterprise, not opposed to, the best interests of the corporation,
     except that no indemnification under this paragraph shall be made in
     respect of (1) a threatened action, or a pending action which is
     settled or otherwise disposed of, or (2) 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
     the action was brought, or if no action was brought, any court of
     competent jurisdiction, determines upon application that, in view of
     all the circumstances of the case, the person is fairly and
     reasonably entitled to indemnify for such portion of the settlement
     amount and expenses as the court deems proper.
        
     Indemnification may be by court order under Section 724 or by
     approval of the corporation in the manner set forth in the statue. 
     Under Section 723(a), success on the merits or otherwise in the
     defense of a civil or criminal action or proceeding of the character
     described in Section 722 entitles the director or officer to
     indemnification as authorized in Section 722.  If not wholly
     successful, indemnification shall be made by the corporation, unless
     ordered by a court order under Section 724, only if a quorum of the
     board, not including parties to the action, finds that the standard
     of conduct set forth in Section 722 or established pursuant to
     Section 721 has been met.  If a quorum cannot be obtained, or even
     if obtainable, a quorum of disinterested directors so direct,
     approval may be by the board upon (i) the option of independent
     legal counsel that indemnification is proper in  the circumstances
     or (i) a determination by the shareholders that the applicable
     standard of conduct set  forth in such sections has been met by the
     director or officer.  Under Section 723(c), expenses incurred in
     defending a civil or criminal action or proceeding may be paid by
     the corporation in advance of the final disposition of an action
     upon receipt of an undertaking by or on behalf of such director or
     officer to repay such amounts as, and to the extent, required by
     Section 725(a).
     
     Under Section 724, if the corporation fails to provide
     indemnification, the director or officer may apply to the court, and
     may receive indemnification to the extent authorized under Section
     722 and paragraph (a) of Section 723.  Where indemnification is
     sought by judicial action, the court may allow a person such
     reasonable expense, including attorneys' fees, during the pendency
     of the litigation as are necessary in connection with that person's
     defense, if the court finds that the defendant has by their
     pleadings or during the course of the litigation raised grave issues
     of fact or law.  All expenses incurred in defending an action or
     proceeding which are advanced by the corporation under Section 723
     or allowed by a court under Section 724 shall be repaid in case the
     person receiving such advancement is ultimately found not to be
     entitled to indemnification, or whose indemnification is granted, to
     the extent the expenses so advanced by the corporation or allowed by
     the court exceed the indemnification to which he is entitled. 
     Indemnification may not be made if it is inconsistent with the
     corporation's certificate of incorporation, by-laws, board
     resolutions, shareholder resolutions, an agreement or other
     corporation action, in effect at the time of the accrual of the
     alleged cause of action in which the expenses were incurred, which
     prohibits or otherwise limits indemnification; or the
     indemnification would be inconsistent with a condition imposed by
     the court in approving a settlement.
     
     The Company has entered into indemnity agreements with each of its
     directors and executive officers.  The indemnity agreements provide
     that directors and executive officers (the "Indemnitees") will be
     indemnified and held harmless to the fullest possible extent
     permitted by law including against all expenses (including
     attorneys' fees), judgments, fines, penalties and settlement amounts
     paid or incurred by them in any action, suit or proceeding on
     account of their services as director, officer, employee, agent or
     fiduciary of the Company or as directors, officers, employees or
     agents of any other company or entity at the request of the Company. 
     The Company will not however, be obligated pursuant to the
     agreements to indemnify or advance expenses to an indemnified party
     with respect to any action (1) in which a judgement adverse to the
     Indemnitee establishes (a) that the Indemnitee's acts were committed
     in bad faith or were the result of active and deliberate dishonesty
     and, in either case, were material, or (b) that the Indemnitee
     personally gained in fact a financial profit or other advantage to
     which he or she was not legally entitled, or (2) which the
     Indemnitee initiated, prior to a change in control of the company,
     against the Company or any director or officer of the Company unless
     the Company consented to the initiation of such claim.
     
     The indemnity agreements require an Indemnitee to reimburse the
     Company for expenses advanced only to the extent that it is
     ultimately determined that the director or executive officer is not
     entitled, under Section 723(a) of the New York Business Corporation
     Laws and the indemnity agreement, to indemnification for such
     expenses.
     
     Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
     
     Not applicable.
     
     Item 8. EXHIBITS.
     
     The following is a complete list of exhibits filed as a part of this
     Registration Statement:
     Exhibit
     No.          Document
     
     4.1          Prototype Defined Contribution Plan of the Company.
     
     4.2          Prototype Defined Contribution Adoption Agreement of the
             Company 401(k) Plan.
     
     4.3          Restated Certificate of Incorporation of the Company.
     
     4.4          Amended and Restated By-Laws of the Company, adopted
             February 17, 1995.
     
     4.5          Amendment of Certificate of Incorporation of the Company,
             adopted January 24, 1997.
     
     5.1          Opinion of Camhy Karlinsky & Stein LLP regarding the
             legality of shares of Common Stock being registered.
     
     5.2          IRS Determination Letter Regarding Qualified Status of the
             Company 401(k) Plan.
     
     23.1         Consent of Price Waterhouse LLP
     
     23.3         Consent of Camhy Karlinsky & Stein LLP (included in
             Exhibit 5.1)
             
          <PAGE>
Item 9. UNDERTAKINGS.
     
     The undersigned registrant hereby undertakes.
     
     (1) other than as provided in the proviso to item 512(a) of
     Regulation S-K, to file, during any period in which offers or sales
     are being made, a post-effective amendment to this Registration
     Statement:
     
     (a) to include any prospectus required by Section 10(a)(3) of the
     Securities Act, 
     
     (b) 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, and 
     
     (c) 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 (1)(a) and (1)(b) of this section
     shall not apply if the information required to be included in a
     post-effective amendment by those paragraphs is contained in
     periodic reports filed with or furnished to the Commission by the
     Registrant pursuant to Section 13 or Section 15(d) of the Securities
     Exchange Act of 1934 that are incorporated by reference in the
     Registration Statement;
     
     (2) that for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed
     to be a new Registration Statement relating to the securities
     offered therein, and the offering of such securities at the time
     shall be deemed to be the initial bona fide offering thereof; and 
     
     (3) to remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold
     at the termination of the offering.
     
     B. Incorporation of Subsequent Securities Exchange Act of 1934
     Documents by Reference
     
     The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of
     the Registrant's annual report pursuant to Section 13(a) or Section
     15(d) of the Exchange Act (and, where applicable, each filing of an
     employee benefit plan's annual report pursuant to Section 15(d) of
     the Exchange Act) that is incorporated by reference in the
     Registration Statement shall be deemed to be a new Registration
     Statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the
     initial bona find offering thereof.
     
     C. Indemnification of Officers and Directors
     
     Insofar as indemnification for liabilities arising under the
     Securities Act 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 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 as to whether such indemnification by it is against public
     policy as expressed in the Securities 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, as amended, the Registrant certifies that it has reasonable
     grounds to believe that it meets all 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 County of Suffolk, State of New York on the 23rd day of
     April, 1998.
     
     
     CHYRON CORPORATION
     
     
     By:      /s/Edward Grebow                
               Edward Grebow
               President and 
               Chief Executive Officer
     
     
     
     
     By:      /s/Patricia Lampe                 
               Patricia Lampe
               Chief Financial Officer
               Chief Accounting Officer
               and Treasurer
     
     
     POWER OF ATTORNEY
     
     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
     appears below constitutes and appoints Edward Grebow and Patricia
     Lampe, separately, as his true and lawful attorney-in-fact and
     agent, with full power of substitution and resubstitution, for him
     including post-effective amendments and related registration
     statements, to this Registration Statement, and to file same, with
     exhibits thereto an other documents in connection therewith, with
     the Securities and Exchange Commission, granting unto said
     attorneys-in-fact and agents, full power and authority to do
     separately and perform each and every act and this requisite and
     necessary to be done, as fully to all intents and purposes as he
     might or could so in person, hereby ratifying and confirming all
     that said attorneys-in-fact and agents, or their substitutes may
     lawfully do or cause to be done by virtue hereof.
     
     Pursuant to the requirements of the Securities Act of 1933, as
     amended, this Registration Statement has been signed by the
     following persons in the capacities and on the date indicated.
     
     
     Signature
     Title
     Date
     
     
     /s/Edward Grebow
        Edward Grebow
     President and Chief Executive Officer and Director
     April 22, 1998
     
     
     /s/Patricia Lampe
        Patricia Lampe
     Chief Financial Officer
     Chief Accounting Officer and Treasurer
     April 22, 1998
     
     
     /s/Michael I. Wellesley-Wesley
     Chairman of the Board of Directors
     April 22, 1998
     
     
     /s/Charles M. Diker
        Charles M. Diker
     Director
     April 22, 1998
     
     
     /s/Donald P. Greenberg
        Donald P. Greenberg
     Director
     April 22, 1998
     
     
     /s/Alan J. Hirschfield
        Alan J. Hirschfield
     Director
     April 22, 1998
     
     
     /s/Wesley W. Lang
        Wesley W. Lang
     Director
     April 22, 1998
     
     
     /s/Eugene M. Weber
        Eugene M. Weber
     Director
     April 22, 1998
     
     
     /s/Ray Hartman
        Ray Hartman
     Director
     April 22, 1998
     
     
     
     
     The Plan.  Pursuant to the requirements of the Securities Act of
     1933, the trustees (or other persons who administer the employee
     benefit plan) have duly caused this registration statement to be
     signed on its behalf by the undersigned, thereunto duly authorized,
     in the County of Suffolk, State of New York, on  this 23 day of
     April, 1998.
     
     
     Chyron 401(k) Plan
     
     
                                                                 
                           
     Edward Grebow
     Investment Committee Member
     
     
                                                                 
                                   
     Patricia Lampe
     Investment Committee Member
     
     
     
     INDEX TO EXHIBITS
     
     
     Exhibit
     No.       Description of Exhibits
     
     4.1       Prototype Defined Contribution Plan of the Company.
     
     4.2       Prototype Defined Contribution Adoption Agreement
               of the Company 401(k) Plan.
     
     4.3       Restated Certificate of Incorporation of the Company. *
     
     4.4       Amended and Restated By-Laws of the Company, adopted
               February 17, 1995. ** 
     
     4.5       Amendment of Certificate of Incorporation of the
               Company, adopted January 24, 1997. ***
     
     5.1       Opinion of Camhy Karlinsky & Stein LLP
     
     5.2       IRS Determination Letter Regarding Qualified Status of
               the Company 401(k) Plan.
     
     23.1      Consent of Price Waterhouse LLP.
     
     23.3      Consent of Camhy Karlinsky & Stein LLP
               (included in Exhibit 5.1).
     
     
     *    Incorporated herein in its entirety by reference to the Annual
     Report for the fiscal year ended June 30, 1991, on Form 10-K
     reported January 31, 1992.
     
     **   Incorporated herein in its entirety by reference to the Annual
     Report for the fiscal year ended December 31, 1994, on Form 10-K
     dated March 24, 1995.
     
     ***  Incorporated herein in its entirety by reference to the Annual
     Report for  the fiscal year ended December 31, 1996, on Form 10-K
     dated March 20, 1997.
     
     
     
     EXHIBIT 4.1
     
     
     MERRILL LYNCH
     
     ----------
     
     SPECIAL
     
     ----------
     
     PROTOTYPE
     
     DEFINED CONTRIBUTION PLAN
     
     -----------------------------------------------
     
     Base Plan Document #03 used in conjunction with:
     
     Non-standardized Profit Sharing Plan with CODA
     Letter Serial Number: D359287b
     National Office Letter Date: 6/29/98
     
     Non-standardized Money Purchase Pension Plan
     Letter Serial Number: D359288b
     National Office Letter Date: 6/29/93
     
     Non-standardized Profit Sharing Plan
     Letter Serial Number: D359289b
     National Office Letter Date: 6/29/93
     
     Non-standardized Target Benefit Plan
     Letter Serial Number: D361009a
     National Office Letter Date: 6/29/93
     
     
     This Prototype Plan and Adoption Agreement are important legal
     instruments with legal and tax implications for which the Sponsor,
     Merrill Lynch, Pierce, Fenner & Smith, Incorporated, does not assume
     responsibility.  The Employer is urged to consult with its own
     attorney with regard to the adoption of this Plan and its
     suitability to its circumstances.
     
     Internal Revenue Service, Department of the Treasury
     Washington C 20224
     
     Person to Contact:  Mr. Wolf
     Telephone Number: (202) 622-8380
     Refer Reply to:  E:EP:Q:1
     Date:  6/29/93
     
     Plan Description:  Prototype Non-standardized Profit Sharing Plan
     FFN:  50339816103-002
     Case: 9201918
     EIN: 13-5674085
     BPD:  03
     Plan:  002
     Letter Serial No. D359289b
     
     Merrill Lynch Pierce Fenner & Smith Inc.
     PO Box 9038
     Princeton, NJ  08543
     
     Dear Applicant:
     
     In our opinion, the amendment to the form on the plan identified
     above does not in and of itself adversely affect the plan's
     acceptability under section 401 of the Internal Revenue code.  This
     opinion relates only to the amendment to the form of the plan.  It
     is not an opinion as to the acceptability of any other amendment or
     of the form of the plan as a whole, or as to the effect of other
     federal or local statutes.
     
     You must furnish a copy of this letter to each employer who adopts
     this plan.  You are also required to send a copy of the approved
     form of the plan, any approved amendments and related documents to
     each key District Director or Internal Revenue Service in whose
     jurisdiction there are adopting  employers.
     
     An employer who adopts the amended form of the plan after the date
     of the amendment should apply for a determination letter by filing
     an application with the key District Director of Internal Revenue on
     Form 5307, Short Form Application for Determination for Employee
     Benefit Plan.
     
     This letter with respect to the amendment to the form of the plan
     does not affect the applicability to the plan of the continued,
     interim and extended reliance provisions of sections 13 and 17.03 of
     Rev. Proc. 89-9, 1989-1 C.B. 780.  The applicability of such
     provisions may be determine by reference to the initial opinion
     letter issued with respect to the plan.
     
     If you, the sponsoring organization, have any questions concerning
     the IRS processing of this case, please call the above telephone
     number. This number is only for use of the sponsoring organization. 
     Individual participants and/or adopting employers with questions
     concerning the plan should contact the sponsoring organization.  The
     plan's adoption agreement must include the sponsoring organization's
     address and telephone number for inquiries by adopting employers.
     
     If you write to the IRS regarding this plan, please provide your
     telephone number an the most convenient time for us to call in case
     we need more information.  Whether you call or write, please refer
     to the Letter Serial Number and File Folder Number shown in the
     heading of this letter.
     
     You should keep this letter as a permanent record.  Please notify us
     if you modify or discontinue sponsorship of this plan.
     
     Sincerely yours,
     
     
     Chief Employee Plans Qualifications Branch
     
     
     TABLE OF CONTENTS
     
     ARTICLE I  Definitions
     
     1.1  "Account"                          1
     1.2  "Account Balance"                       1
     1.3  "ACP Test"                              1
     1.4  "Actual Deferral Percentage"            1
     1.5  "Adjustment Factor"                1
     1.6  "Administrator"                         1
     1.7  "Adoption Agreement"                    1
     1.8  "ADP Test"                              1
     1.9  "Affiliate"                             1
     1.10 "Annuity Contract"                 1
     1.11 "Average Actual Deferral Percentage"    1
     1.12 "Average Contribution Percentage"       1
     1.13 "Beneficiary"                      1
     1.14 "Benefit Commencement Date"             2
     1.15 "CODA"                             2
     1.16 "CODA Compensation"                2
     1.17 "Code"                             2
     1.18 "Compensation"                     2
     1.19 "Contribution Percentage"               3
     1.20 "Contribution Percentage Amounts"       3
     1.21 "Defined Benefit Plan"                  3
     1.22 "Defined Contribution Plan              3
     1.23 "Disability"                       3
     1.24 "Early Retirement"                 3
     1.25 "Early Retirement Date"                 3
     1.26 "Earned Income"                         3
     1.27 "Elective Deferrals"                    3
     1.28 "Elective Deferrals Account"            4
     1.29 "Eligible Employee"                4
     1.30 "Eligible Participant"                  4
     1.31 "Employee"                              4
     1.32 "Employee Thrift Contributions"         4
     1.33 "Employee Thrift Contributions Account" 4
     1.34 "Employer"                              4
     1.35 "Employer Account"                 4
     1.36 "Employer Contributions"           4
     1.37 "Employer Contributions Account"        4
     1.38 "Employment"                       4
     1.39 "Entry Date"                       4
     1.40 "ERISA"                            5
     1.41 "Excess Aggregate Contributions"        5
     1.42 "Excess Contributions"                  5
     1.43 "Excess Elective Deferrals"             5
     1.44 "Family Member"                         5
     1.45 "401(k) Contributions Accounts"         5
     1.46 "401(k) Election"                       5
     1.47 "Fully Vested Separation"               5
     1.48 "Group Trust"                      5
     1.49 "Highly Compensated Employee"           5
     1.50 "Hour of Service"                       6
     1.51 "Immediately Distributable"             6
     1.52 "Investment Manager"                    6
     1.53 "Key Employee"                     6
     1.54 "Leased Employee"                       7
     1.55 "Limitation Year"                       7
     1.56 "Master of Prototype Plan"              7
     1.57 "Matching 401(k) Contribution"          7
     1.58 "Matching 401(k) Contribution Account"  7
     1.59 "Matching Thrift Contributions"         7
     1.60 "Matching Thrift Contributions Account" 7
     1.61 "Net Profits"                      7
     1.62 "Nonhighly Compensated Employee"        7
     1.63 "Nonvested Separation"                  7
     1.64 "Normal Retirement Age"                 7
     1.65 "Owner-Employee"                        7
     1.66 "Partially Vested Separation"           8
     1.67 "Participant"                      8
     1.68 "Participant Contributions Account"          8
     1.69 "Participant-Directed Assets"           8
     1.70 "Participant Voluntary Nondeductible
          Contributions"                     8
     1.71 "Participant Voluntary Nondeductible
          Contributions Account"                  8
     1.72 "Participating Affiliate"               8
     1.73 "Period of Severance"                   8
     1.74 "Plan"                             8
     1.75 "Plan Year"                             8
     1.76 "Prototype Plan"                        9
     1.77 "Qualified Joint and Survivor Annuity"  9
     1.78 "Qualified Matching Contributions"      9
     1.79 "Qualified Matching Contributions 
          Account"                           9
     1.80 "Qualified Nonelective Contributions"   9
     1.81 "Qualified Nonelective Contributions 
          Account"                           9
     1.82 "Qualified Plan"                        9
     1.83 "Qualifying Employer Securities"        9
     1.84 "Rollover Contribution"                 9
     1.85 "Rollover Contributions Account"        9
     1.86 "Self-Employed Individual"              9
     1.87 "Social Security Retirement Age"        9
     1.88 "Sponsor"                          9
     1.89 "Spouse"                           9
     1.90 "Survivng Spouse"                       10
     1.91 "Taxable Wage Base"                10
     1.92 "Transferred Account"                   10
     1.93 "Trust"                            10
     1.94 "Trust Fund"                       10
     1.95 "Trustee"                          10
     1.96 "Valuation Date"                        10
     1.97 "Vesting Service"                       10
     1.98 "Years of Service"                 10
     
     ARTICLE II   Participation
     
     2.1  Admission as a Participant              10
     2.2  Rollover Membership Trust to Trust
          Transfer                           11
     2.3  Crediting of Service for Eligibility
          Purposes                           11
     2.4  Termination of Participation            11
     2.5  Limitation for Owner-Employee           11
     2.6  Corrections with Regard to Participation     12
     2.7  Provision of Information           12
     
     ARTICLE III  Contributions and Accounts Allocations
     
     3.1  Employer Contributions and Allocations  12
     3.2  Participant Voluntary Nondeductible 
          Contributions                      13
     3.3  Rollover Contributions and Trust to
          Trust Transfers                         13
     3.4  Section 401(k) - Contributions
          and Account Allocations                 13
     3.5  Matching 401(k) Contributions           16
     3.6  Thrift Contributions                    18
     3.7  Treatment of Forfeitures           19
     3.8  Establishing of Accounts           19
     3.9  Limitation on Amount of Allocations          19
     3.10 Return of Employer Contributions
          Under Special Circumstances             24
     
     ARTICLE IV  Vesting
     
     4.1  Determination of Vesting           24
     4.2  Rules for Crediting Vesting Service          24
     4.3  Employer Accounts Forfeitures           24
     4.4  Top-Heavy Provisions                    25
     
     ARTICLE V  Amount and Distribution of Benefits, Withdrawals and
     Loans
     
     5.1  Distribution Upon Termination of 
          Employment                              27
     5.2  Amount of Benefits Upon a Fully Vested 
          Separation                              27
     5.3  Amount of Benefits Upon a Partially 
          Vested Separation                       27
     5.4  Amount of Benefits Upon a Nonvested 
          Separation                              27
     5.5  Amount of Benefits Upon a 
          Separation Due to Disability            27
     5.6  Distribution and Restoration            27
     5.7  Withdrawals During Employment           28
     5.8  Loans                                   28
     5.9  Hardship Distributions                  30
     5.10 Limitation on Commencement of Benefits  30
     5.11 Distribution Requirements               30
     
     ARTICLE VI  Forms of Payment of Retirement Benefits
     
     6.1  Method of Distribution                  34
     6.2  Election of Optional Forms              35
     6.3  Change in Form of Benefit Payments      36
     6.4  Direct Rollovers                        36
     
     ARTICLE VII  Death Benefits
     
     7.1  Payment of Account Balances             37
     7.2  Beneficiaries                      37
     7.3  Life Insurance                     39
     
     ARTICLE VIII   Fiduciaries
     
     8.1  Named Fiduciaries                       40
     8.2  Employment of Advisers                  41
     8.3  Multiple Fiduciary Capacities           41
     8.4  Indemnification                         41
     8.5  Payment of Expenses                41
     
     ARTICLE IX  Plan Administration
     
     9.1  The Administrator                       41
     9.2  Powers and Duties of the Administrator  41
     9.3  Delegation of Responsibility            42
     
     ARTICLE X   Trustee and Investment Committee
     
     10.1 Appointment of Trustee and Investment 
          Committee                          42
     10.2 The Trust Fund                     42
     10.3 Relationship with Administrator         42
     10.4 Investment of Assets                    43
     10.5 Investment Direction, Participant-
          Directed Assets and
          Qualified Employer Investments          44
     
     10.6 Valuation of Accounts                   45
     
     10.7 Insurance Contracts                46
     
     10.8 The Investment Manager                  46        
     
     10.9 Powers of Trustee                       47
     
     10.10     Accounting and Records                  48        
     
     10.11     Judicial Settlement of Accounts         48
     
     10.12     Resignation and Removal of Trustee      48
     
     10.13     Group Trust                             49
     
     ARTICLE XI  Plan Amendment or Termination
     
     11.1 Prototype Plan Amendment           49
     
     11.2 Plan Amendment                     49
     
     11.3 Right of the Employer to Terminate Plan 50
     
     11.4 Effect of partial or Complete 
          Termination or Complete 
          Discontinuance of Contributions         50
     
     11.5 Bankruptcy                              51
     
     ARTICLE XII  Miscellaneous Provisions                  
     
     12.1 Exclusive Benefit of Participants       51
     
     12.2 Plan Not a Contract of Employment       51
     
     12.3 Action by Employer                 51
     
     12.4 Source of Benefits                 51
     
     12.5 Benefits Not Assignable                 51
     
     12.6 Domestic Relations Orders               52
     12.7 Claims Procedure                        52
     
     12.8 Records and Documents; Errors           52
     
     12.9 Benefits Payable to Minors; 
          Incompetents and Others                 52
     
     12.10     Plan Merger or Transfer of Assets       52
     
     12.11     Participating Affiliates           52
     
     12.12     Controlling Law                         53
     
     12.13     Singular and Plural and Article
          and Section References                  53
     
     
     
     ARTICLE  I  DEFINITIONS
     
     As used in this Prototype Plan and in each Adoption Agreement, each
     of the following terms shall have the meaning for that term set
     forth in this Article I:
     
     1.1  Account:  A separate Elective Deferrals Account, Employee
     Thrift Contributions Account, Employer Contributions Account,
     Matching 401(k) Contributions Account, Matching Thrift Contributions
     Account, Participant Voluntary Nondeductible contributions Account,
     Qualified Matching Contributions Account, Qualified Nonelective
     Contributions Account,   Rollover Contribution Account, and
     Transferred Account, as the case may be.
     
     1.2  Account Balance:  The value of an Account determined as of the
     applicable Valuation Date.
     
     1.3  ACP Test:  The Contribution Percentage test that is set forth
     in Section 3.5.2 of the Plan.
     
     1.4  Actual Deferral Percentage:  The ratio (expressed as a
     percentage), of (A) Elective  Deferrals made on behalf of an
     Eligible Participant for the Plan Year (including Excess    Elective
     Deferrals of Highly Compensated Employees and, at the election of
     the Employer Qualified Nonelective Contributions and/or Qualified
     Matching Contributions), but  excluding (1) Excess Elective
     Deferrals of Nonhighly Compensated Employees that arise solely from
     Elective Deferrals made under the Plan or plans of the Employer or
     an Affiliate and (2) Elective Deferrals that are taken into account
     in the ACP Test (provided the AD Test is satisfied with or without
     the exclusion of such Elective Deferrals) to (B) the Participant's
     CODA Compensation for the Plan Year (whether or not the Eligible
     Employee was a Participant for the entire Plan Year).  The Actual
     Deferral Percentage of an Eligible      Participant who would be a
     participant but for the failure to make an Elective Deferral is
     Zero.
     
     1.5  Adjustment Factor:  The cost of living adjustment factor
     prescribed by the Secretary of the      Treasury under Section 415(d)
     for years beginning after December 31, 1987, as applied to  such
     items and in such manner as the Secretary shall provide.
     
     1.6  Administrator:  The document so designated with respect to
     this Prototype Plan that is   executed by the Employer, as amended
     from time to time.
     
     1.8  ADP Test:  The Average Actual Deferral Percentage test set
     forth in Section 3.4.2(B) of the   Plan.
     
     1.9  Affiliate:  Any corporation or unincorporated trade or
     business (other than the Employer)      while it is:
     
     A)  a member of a "controlled group of corporations" within the
     meaning of Code Section 414(b)) of which the Employer is a member;
     
     B)  a member of any trade or business under "common control" (within
     the meaning of Code Section 414(c)) with the Employer;
     
     C)  a member of an "affiliated service group" (as that term is
     defined in Code Section 414(m)) which includes the Employer; or 
     
     D)  any other entity required to be aggregated with the Employer
     pursuant to Code Section 414(o). With respect to Section 3.9,
     "Affiliate" status shall be determined in accordance with Code
     Section 415(h).
     
     1.10 Annuity Contract:  An individual or group annuity contract
     issued by an insurance company providing periodic benefits, whether
     fixed, variable or both, the benefits or value of which a
     Participant or Beneficiary cannot transfer, sell, assign, discount,
     or pledge as collateral for a loan or as security for the
     performance of an obligation, or for any other purpose, to any
     person other than the issuer thereof.  The terms of any annuity
     contract purchased and distributed by the Plan to a Participant or
     Spouse shall comply with the requirements of this Plan.
     
     1.11 Average Actual Deferral Percentage:  For any group of Eligible
     Participants, the average (expressed as a parentage) of the Actual
     Deferral Percentages for each of the Eligible Participants in that
     group, including those not making Elective Deferrals.
     
     1.12 Average Contribution Percentage:  For any group of Eligible
     Participants, the average (expressed as a percentage) of the
     Contribution Percentages for each of the Participants in that group,
     including those on whose behalf Matching 401(k) Contributions and/or
     Matching Thrift Contributions, if applicable, are not being made.
     
     1.13 Beneficiary:  A person or persons entitled to receive any
     payment of benefits pursuant to Article VII.
     
     1.14 Benefit Commencement Date:  The first day, determined pursuant
     to Article V, for which a Participant or Beneficiary receives or
     begins to receive payment in any form of distribution as a result of
     death, Disability, termination of Employment, Early Retirement, Plan
     termination or upon or after Normal Retirement Age or age 70 1/2.
     
     1.15 CODA:  A cash or deferred arrangement pursuant to Code Section
     401(k) which is part of a profit sharing plan and under which an
     Eligible Participant may elect to make Elective Deferrals in
     accordance with Section 3.4.1.
     
     1.16 CODA Compensation:  Solely for purposes of determining the
     Actual Deferral Percentage and the Contribution Percentage, CODA
     Compensation shall be Compensation excluding or including "elective
     contributions" as specified in the Adoption Agreement.  The
     preceding sentence shall be effective for Plan Years beginning on or
     after January 1, 1989.
     
     1.17 Code:  The Internal Revenue Code of 1986, as now in effect or
     as amended from time to time.  A reference to a specific provision
     of the Code shall include such provision and any applicable
     regulation pertaining thereto.
     
     1.18 Compensation:  For purposes of contributions, Compensation
     shall be defined in the Adoption Agreement and Section 3.9.1(H),
     subject to any exclusions elected under Section I.A(d) of the
     Adoption Agreement, Section 3.1.4 and the following modifications:
     
     A)  For a Self-Employed Individual, Compensation means his or her
     Earned Income, provided that if the Self-Employed Individual is not
     a Participant for an entire Plan Year, his or her Compensation for 
     that Plan Year shall be his or her Earned Income for that Plan Year
     multiplied by a fraction the numerator of which is the number of
     days he or she is a Participant during the Plan Year and the
     denominator of which is the number of days in the Plan Year.
     
     B)  Compensation of each Participant taken into account under this
     Plan for any Plan Year beginning after December 21, 1988 shall be
     limited to the first $200,000 as adjusted by the Adjustment Factor. 
     In determining the Compensation of a Participant for purposes of
     this limitation, the rule of Code Section 414(q)(6) shall apply,
     except in applying such rules, the term "family" shall include only
     the Spouse of the Participant and any lineal descendants of the
     Participant who have not attained the age of 19 before the close of
     the year.
     
     If, as a result of the application of such rules, the adjustment
     $200,000 limitation is exceeded, (except for purposes of determining
     the portion of Compensation up to the Integration Level if the Plan
     is integrated with Social Security), the limitation shall be
     prorated among the affected Participants in proportion to each such
     Participant's Compensation as determined under this Section 1.18
     prior to the application of this limitation.  In a manner applied
     uniformly to all Eligible Employees, only Compensation during the
     period in which the Employee is an Eligible Employee may be taken
     into account for purposes of the nondiscrimination tests described
     in Code Section 401(k) and 401(m).
     
     C)  If Compensation for any prior Plan year is taken into account in
     determining an Employee's contributions or benefits for the current
     year, the Compensation for such prior year is subject to the
     applicable annual compensation limit in effect for that prior year. 
     For this purpose, for years beginning before January 1, 1990, the
     applicable annual compensation limit is $200,000.
     
     D)  In addition to other applicable limitations set forth in the
     Plan, and 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 adjustment in effect for a calendar year applies
     to any period, not exceeding 12 months, over which compensation is
     determined (determination period) beginning in such calendar year. 
     If a determination period consists of fewer than 12 months, the OBRA
     '93 annual compensation limit will be multiplied by a fraction, the
     numerator of which is the number of months in the determination
     period, and the denominator of which is 12.
     
     For Plan Years beginning on or after January 1, 1994, any reference
     in this Plan to the limitations under Section 401(a)(17) of the Code
     shall mean the OBRA '93 annual compensation limit set forth in this
     provision.
     
     If Compensation for any prior determination period is taken into
     account in determining an Employee's benefits accruing in the
     current Plan Year, the Compensation for that prior determination
     period is subject to the OBRA '93 annual compensation limit in
     effect for that prior determination period.  For this purpose, for
     prior determination periods beginning before the first day of the
     first Plan Year beginning on or after January 1, 1994, the OBRA '93
     Compensation limit is $150,000.
     
     1.19 Contribution Percentage:  The ratio (expressed as a
     percentage) of the Participant's Contribution Percentage Amounts to
     the Participant's CODA Compensation for the Plan Year, whether or
     not the Eligible Employee was a Participant for the entire Plan
     Year.
     
     1.20 Contribution Percentage Amounts:  Shall mean the sum of the :
     (A) Matching 401(k) Contributions; (B) Matching Thrift
     Contributions; (C) Qualified Matching Contributions (to the extent
     not taken into account for purposes of the ADP Test); (D) Employee
     Thrift Contributions; and (E) Participant Voluntary Nondeductible
     Contributions, as applicable, made on behalf of the Participant for
     the Plan Year.  Such Contribution Percentage Amounts shall not
     include Matching 401(k) Contributions that are forfeited either to
     correct Excess Aggregate Contributions or because the contributions
     to which they relate are Excess Elective Deferrals, Excess
     contributions or Excess Aggregate Contributions.  The Employer may
     include qualified Nonelective Contributions in the Contribution
     Percentage.
     
     Amounts, as specified in the Adoption Agreement.  Elective Deferrals
     may also be used in the Contribution Percentage Amounts so long as
     the ADP Test is met before the Elective Deferrals are used in the
     ACP Test and continues to be met following the exclusion of those
     Elective Deferrals that are used to meet the ACP Test, as specified
     in the Adoption Agreement.  An Eligible Participant who does not
     direct an Elective Deferral or an Employee Thrift Contribution shall
     be treated as an Eligible Participant on behalf of whom no such
     contributions are made.
     
     1.21 Defined Benefit Plan:  A plan of the type defined in Code
     Section 414(j) maintained by the Employer or Affiliate, as
     applicable.
     
     1.22 Defined Contribution Plan:  A plan of the type defined in Code
     Section 414(i) maintained by the Employer or Affiliate, as
     applicable.
     
     1.23 Disability:  Disability as defined in the Adoption Agreement. 
     The permanence and degree of such impairment shall be supported by
     medical evidence.
     
     1.24 Early Retirement:  An actively employed Participant is
     eligible for Early Retirement upon satisfying the requirements set
     forth in the Adoption Agreement.
     
     1.25 Early Retirement Date:  The Participant's Benefit Commencement
     Date following his or her termination of Employment on or after
     satisfying the requirements for Early Retirement and prior to Normal
     Retirement Age.
     
     1.26 Earned Income:  The "net earnings from self-employment" within
     the meaning of Code Section 401(c)(2) of a Self-Employed Individual
     from the trade or business with respect to which the Plan is
     established, but only if the personal services of the Self-Employed
     Individual are a material income-producing factor in that trade or
     business.  Net earnings will be determined without regard to items
     not included in gross income and the deductions properly allocable
     to or chargeable against such items and are to be reduced by
     contributions by the Employer or Affiliate to a Qualified Plan to
     the extent deductible under Code Section 404.  Where this Plan
     refers to Earned Income in the context of a trade or business other
     than that with respect to which the Plan is adopted, the term Earned
     Income means such net earnings as would be Earned Income as defined
     above if that trade or business was the trade or business with
     respect to which the Plan is adopted.
     
     Net earnings shall be determined with regard to the deduction
     allowed to the Employer by Code Section 164(f) for taxable years
     beginning after December 31, 1989.
     
     1.27 Elective Deferrals:  Contributions made to the Plan during the
     Plan Year by the Employer, at the election of the Participant, in
     lieu of cash compensation and shall include contributions that are
     made pursuant to a 401(k) Election.
     
     A Participant's Elective Deferral in any taxable year is the sum of
     all Employer and Affiliate contributions pursuant to an election to
     defer under any qualified cash or deferred arrangement, any
     simplified employee pension plan or deferred arrangement as
     described in Code Section 402(h)(1)(B), any eligible deferred
     compensation plan under Code Section 457, any plan as described
     under Code Section 401(c)(18), and any Employer contributions made
     on behalf of a Participant for the purchase of an annuity under Code
     Section 403(b) pursuant to a salary reduction agreement.  Such
     contributions are nonforfeitable when made and are not distributable
     under the terms of the Plan to Participants or their Beneficiaries
     earlier than the earlier of:
     
     A)  termination from Employment, death or Disability of the
     Participant;
     
     B)  termination of the Plan without establishment of another Defined
     Contribution Plan by the Employer or an Affiliate;
     
     C)  disposition by the Employer or Affiliate to an unrelated
     corporation of substantially all of its assets used in a trade or
     business if such unrelated corporation continues to maintain this
     Plan after the disposition but only with respect to Employees who
     continue employment with the acquiring unrelated entity.  The sale
     of 85% of the assets used in a trade or business will be deemed a
     sale of "substantially all" the assets used in a trade or business;
     
     D)  sale by the Employer or Affiliate to an unrelated entity of its
     interest in an Affiliate if such unrelated entity continues to
     maintain the Plan but only with respect to Employees who continue
     employment with such unrelated entity; or
     
     E)  the events specified in Part B, Article VIII of the Adoption
     Agreement.
     
     Elective Deferrals shall not include any deferrals properly
     distributed as an "Excess Amount" pursuant to Section 3.9.2.
     
     1.28 Elective Deferrals Account:  The Account established for a
     Participant pursuant to Section 3.8.1
     
     1.29 Eligible Employee:  Those Employees specified in the Adoption
     Agreement.
     
     1.30 Eligible Participant:  An Eligible Employee who has met the
     eligibility requirements set forth in the Adoption Agreement whether
     or not he or she makes Elective Deferrals and/or Employee Thrift
     Contributions.
     
     1.31 Employee:  A Self-Employed Individual, or any individual who
     is employed by the Employer in the trade or business with respect to
     which the Plan is adopted and any individual who is employed by an
     Affiliate.  Each Leased Employee shall also be treated as an
     Employee of the recipient Employer.  The preceding sentence shall
     not apply, however, to any Leased Employee who is (A) covered by a
     money purchase pension plan maintained by the "leasing organization"
     referred to in Section 1.54 which provides, with respect to such
     Leased Employee, a nonintegrated Employer contribution rate of at
     least 10% of Limitation Compensation, but including amounts
     contributed pursuant to a salary reduction agreement which are
     excluded from the Employees gross income under Code Section
     402(a)(8), Code Section 402(h) or Code Section 403(b), immediate
     participation, and full and immediate vesting and (B) such Leased
     Employees do not constitute more than 20% of the Employer's and
     Affiliates' nonhighly compensated workforce.  For purposes of the
     Plan, all Employees will be treated as employed by a single
     employer.
     
     1.32 Employer Thrift Contributions:  Employee nondeductible
     contributions which are required to be eligible for a matching,
     Thrift Contribution.  Employee Thrift Contributions do not include
     participant Voluntary Nondeductible Contributions.
     
     1.33 Employee Thrift Contributions Account:  The Account
     established for a Participant pursuant to Section 3.8.3.
     
     1.34 Employer:  The sole proprietorship, partnership or corporation
     that adopts the Plan by executing the Adoption Agreement.  For all
     purposes relating to eligibility, participation, contributions,
     vesting and allocations, Employer includes all Participating
     Affiliates.
     
     1.35 Employer Account:  The Participant's Matching 401(k)
     Contribution Account, Matching Thrift Contributions Account,
     Employer Contributions Account, Qualified Matching Contributions
     Account and Qualified Nonelective Contributions Account, as the case
     may be.
     
     1.36 Employer Contributions:  Any contributions made by the
     Employer for the Plan Year on behalf of a Participant in accordance
     with Section 3.1 of the Plan.
     
     1.37 Employer Contributions Account:  The Account established for
     a Participant pursuant to Section 3.8.2.
     
     1.38 Employment:  An Employee's employment or self-employment with
     the Employer, Affiliate or a "leasing organization" referred to in
     Section 1.54 or, to the extent required under Code Section 414(a)(2)
     or as otherwise specified by the Administrator on a uniform and
     nondiscriminatory basis, any predecessor of any of them.  If any of
     them maintains a plan of a "predecessor employer" (within the
     meaning of Code Section 414(a)(1)) employment or self-employment
     with the "predecessor employer" will be treated as Employment. 
     Additionally, if the trade or business conducted by a Self-Employed
     Individual becomes incorporated, all employment with that trade or
     business or with any Affiliate shall be treated as Employment with
     the Employer.
     
     1.39 Entry Date:  The date on which an Eligible Employee becomes a
     Participant, as specified in the Adoption Agreement.
     
     1.40 ERISA:  The Employee Retirement Income Security Act of 1974,
     as amended from time to time.  Reference to a specific provision of
     ERISA shall include such provision and any applicable regulation
     pertaining thereto.
     
     1.41 Excess Aggregate Contributions:  With respect to any Plan
     year, the excess of:
     
     A)  The aggregate Contribution Percentage Amounts, taken into
     account in computing the numerator of the Contribution Percentage
     actually made on behalf of Highly Compensated Employees for such
     Plan Year, over (B) The maximum Contribution Percentage Amounts
     permitted by the ACP Test (determined by reducing contributions made
     on behalf of Highly Compensated Employees in the order of their
     Contribution Percentage beginning with the highest of such
     percentages).
     
     Such determination shall be made after first determining Excess
     Elective Deferrals and then determining Excess Contributions.
     
     1.42 Excess Contributions: With respect to any Plan Year, the
     aggregate amount of Elective Deferrals, Qualified Nonelective
     Contributions and Qualified Matching Contributions, if applicable,
     actually paid over to the Trust Fund on behalf of Highly Compensated
     Employees for such Plan Year, over the maximum amount of such
     contributions permitted by the ADP Test (determined by reducing
     contributions made on behalf of Highly Compensated Employees in
     order of the Actual Deferral Percentages, beginning with the highs
     of such percentages).
     
     1.43 Excess Elective Deferrals:  The amount of Elective Deferrals
     for a Participant's taxable year that are includible in the gross
     income of the Participant to the extent that such Elective Deferrals
     exceed the Code Section 402(g) dollar limitation and which the
     Participants allocates to this Plan pursuant to the procedure set
     forth in Section 3.4.2.  Excess Elective Deferrals shall be treated
     as an Annual Addition pursuant to Section 3.9, unless such amounts
     are distributed no later than the first April 15th following the
     close of the Participant's taxable year.
     
     1.44 Family Member:  An individual described in Code Section
     414(q)(6)(B).
     
     1.45 401(k) Contributions Accounts:  The Participant's Elective
     Deferral Account, Qualified Nonelective Contributions Account,
     and/or Qualified Matching Contributions Account, as the case may be.
     
     1.46 401(k) Election:  The election by a Participant to make
     Elective Deferrals in accordance with Section 3.4.1.
     
     1.47 Fully Vested Separation:  Termination of Employment, by reason
     other than death, of a Participant whose vested parentage in each
     Employer Account is 100%.
     
     1.48 Group Trust:  A Trust Fund consisting of assets of any Plan
     maintained and established by the Employer or an Affiliate pursuant
     to Section 10.14.
     
     1.49 Highly Compensated Employee:  The term Highly Compensated
     Employee includes highly compensated active Employees and highly
     compensated former employees.
     
     (A)  A highly compensated active Employee includes any Employee who
     performs service for the Employer or Affiliate during the Plan Year
     and who, during the look-back year (the twelve-month period
     immediately preceding the Plan Year):
     
     (i)  received Compensation from the Employer or Affiliate in excess
     of $75,000 (as adjusted by the Adjustment Factor);
     
     (ii)  received Compensation from the Employer or Affiliate in excess
     of $50,000 (as adjusted by the Adjustment Factor) and was a member
     of the top-paid group for such year; or 
     
     (iii)  was an officer of the Employer or Affiliate and received
     Compensation during such year that is greater than 50% of the
     Defined Benefit Dollar Limitation.
     
     (B)  The term Highly Compensated Employee also includes:
     
     (i)  Employees who are both described in the preceding sentence if
     the term "Plan Year" is substituted for the term "Look-back" and the
     Employee is one of the 100 Employees who received the most
     Compensation from the Employer or Affiliate during the Plan Year;
     and 
     
     (ii)  Employees who are 5% owners at any time during the look-back
     year or Plan Year.
     
     (C)  If no officer has received Compensation that is greater than
     50% of the Defined Benefit Dollar Limitation in effect during either
     the Plan Year or look-back year, the highest paid officer of such
     year shall be treated as a Highly Compensated Employee.
     
     (D)  A highly compensated former employee includes any Employee who
     terminated Employment (or was deemed to have terminated) prior to
     the Plan Year, performs no service for the Employer or Affiliate
     during the Plan Year, and was a highly compensated active employee
     for either the separation year or any Plan Year ending on or after
     the Employee's 55th birthday.
     
     (E)  If an Employee is, during a Plan Year or look-back year, a
     Family member of either (i) a 5% owner who is an active or former
     Employee or (ii) a Highly Compensated Employee who is one of the ten
     most highly compensated employees ranked on the basis of
     Compensation paid by the Employer or Affiliate during such year,
     then the Family Member and the 5% owner or top-ten Highly
     Compensated Employee shall be aggregated.  In such case, the Family
     Member and 5% owner or top-ten Highly Compensated Employee shall be
     treated as a single Employee receiving Compensation and plan
     contributions or benefits equal to the sum of such Compensation and
     contributions or benefits of the Family Member and 5% owner or top-
     ten Highly Compensated Employee.  For purposes of this section,
     Family member includes the Spouse, lineal ascendant and descendants
     of the Employee or former employee and the spouses of such lineal
     ascendant and descendants.
     
     (F)  The determination of who is a Highly Compensated Employee,
     including the determinations f the number and identity of Employees
     in the top-paid group; the top 100 Employees; the number of
     Employees treated as officers; and the Compensation that is
     considered will be made in accordance with Code Section 414(q).
     
     1.52 Investment Manager:  Any person appointed by the Trustee or,
     with respect to Participant-Directed Assets, by the Participant or
     Beneficiary having the power to direct the investment of such
     assets, to serve as such in accordance with Section 10.8.
     
     1.53 Key Employee:  Any Employee or former Employee (and the
     beneficiaries of such Employee) who at any time during the
     "determination period"  was (A) an officer of the Employer or
     Affiliate, having an annual Compensation greater than 50% of the
     Defined Benefit Dollar Limitation for any Plan Year within the
     "determination period"; (B) an owner (or considered an owner under
     Code Section 318) of one of the ten largest interests in the
     Employer or Affiliate if such individual's Compensation exceeds 100%
     of the dollar limitation under Code Section 415(c)(1)(A); (C) a "5%
     owner" (as defined in Code Section 416(i)) of the Employer or
     Affiliate; or (D) a "1% owner" (as defined in Code Section 416(i))
     of the Employer or Affiliate who has an annual Compensation of more
     than $150,0000.  Annual compensation means compensation as defined
     in Code Section 415(c)(3), but including amounts contributed by the
     Employer  pursuant to a salary reduction agreement which are
     excludible from the Employee's gross income under Code Section 125
     Code Section 402(a)(8), Code Section 402(h) or Code Section 403(b). 
     The "determination period" is the Plan Year containing the
     "determination date" and the four preceding Plan Years.  The
     "determination date" for the first Plan Year is the last day of the
     Plan Year, and for any subsequent Plan Year is the last day of the
     preceding Plan Year.  The determination of who is a Key Employee
     will be made in accordance with Code Section 416(i).
     
     1.54 Leased Employee:  Any individual (other than an Employee of
     the recipient Employer or Affiliate) who, pursuant to an agreement
     between the Employer or Affiliate and any other person (the "leasing
     organization") has performed services for the Employer (or for the
     Employer or Affiliate and "related persons" determined in accordance
     with Code Section 414(n)(6)) on a substantially full-time basis for
     a period of at least one year, which services are of a type
     historically performed, in the business field of the recipient
     Employer or Affiliate, by employees.  Contributions or benefits
     provided a Leased Employee by the leasing organization which are
     attributable to services performed for the recipient Employer or
     Affiliate shall be treated as provided by the recipient Employer.
     
     1.55 Limitation Year:  The Limitation Year as specified in the
     Adoption Agreement.  All Qualified Plans maintained by the Employer
     must use the same Limitation Year. If the Limitation Year is amended
     to a different 12-consecutive month period, the new Limitation Year
     must begin on a date within the Limitation Year in which the
     amendment is made.
     
     1.56 Master or Prototype Plan:  A plan the form of which is the
     subject of a favorable opinion letter from the Internal Revenue
     Service.
     
     1.57 Matching 401(k) Contribution:  Any contribution made by the
     Employer to this and/or any other Defined Contribution Plan for the
     Plan Year, by reason of the Participant's 401(k) Election, and
     allocated to a Participant's Matching 401(k) Contributions Account
     or to a comparable account in another Defined Contribution Plan. 
     Matching 401(k) contributions are subject to the distribution
     provisions applicable to Employer Accounts in the Plan.
     
     1.58 Matching 401(k) Contributions Account:  The Account
     established for a Participant pursuant to Section 3.8.4.
     
     1.59 Matching Thrift Contributions:  Any contribution made by the
     Employer for the Plan Year by reason of Employee Thrift
     Contributions.  Matching Thrift Contributions shall be subject to
     the distribution provisions applicable to Employer Accounts in the
     Plan.
     
     1.60 Matching Thrift Contributions Account:  The Account
     established for a Participant pursuant to Section 3.8.5.
     
     1.61 Net Profits:  The current and accumulated profits of the
     Employer from the trade or business of the Employer with respect to
     which the Plan is established, as determined by the Employer before
     deductions for federal, state and local taxes on income and before
     contributions under the Plan or any other Qualified Plan.
     
     1.62 Nonhighly Compensated Employee:  An Employee of the Employer
     who is neither a Highly Compensated Employee nor a Family Member.
     
     1.63 Nonvested Separation:  Termination of Employment of a
     Participant whose vested percentage in each Employer Account is 0%.
     
     1.64 Normal Retirement Age: The age specified in the Adoption
     Agreement.  Notwithstanding the Employer's election in the Adoption
     Agreement, if, for Plan Years beginning before January 1, 1988,
     Normal Retirement Age was determined with reference to the
     anniversary of the participation commencement date (more than 5 but
     not to exceed 10 years), the anniversary date for Participants who
     first commenced participation under the Plan before the first Plan
     Year beginning on or after January 1, 1988, shall be the earlier of
     (A) the tent anniversary of the date the Participant commenced
     participation in the Plan (or such anniversary as had been elected
     by the Employer, if less than 10) or (B) the fifth anniversary of
     the first day of the first Plan Year beginning on or after January
     1, 1988.
     
     1.65 Owner-Employee: An individual who is a sole proprietor, if the
     Employer is a sole proprietorship, or if the Employer is a
     partnership, a partner owning more than 10% of either the capital
     interest or the profits interest in the Employer; provided that
     where this Plan refers to an Owner-Employee in the context of a
     trade or business other than the trade or business with respect to
     which the Plan is adopted, the term Owner-Employee means a person
     who would be an Owner-Employer as defined above if that other trade
     or business was the Employer.
     
     1.66 Partially Vested Separation:  Termination of Employment of a
     Participant whose vested percentage in any Employer Account is less
     than 100% but greater than 0%.
     
     1.67 Participant:  An Employee who has commenced, but not
     terminated, participation in the Plan as provided in Article II.
     
     1.68 Participant Contributions Account:  The Participant's
     Participant Voluntary Nondeductible Contributions Account and/or
     Employee Thrift Contributions Account, as the case may be.
     
     1.69 Participant-Directed Assets:  The assets of an Account which
     are invested, as described in Section 10.5.1, according to the
     direction of the Participant or the Participant's Beneficiary, as
     the case may be, in either individually selected investment or in
     commingled funds or in shares of regulated investment companies.
     
     1.70 Participant Voluntary Nondeductible Contributions:  Any
     voluntary nondeductible contributions made in cash by a participant
     to this Plan other than Employee Thrift Contributions.
     
     1.71 Participant Voluntary Nondeductible Contributions Account: 
     The Account established for a Participant pursuant to Section 3.8.6.
     
     1.72 Participating Affiliate:  Any Affiliate or any other employer
     designated as such by the Employer, and, by duly authorized action,
     that has adopted the Plan with the consent of the Employer and has
     not withdrawn therefrom.
     
     1.73 Period of Severance:  For purposes of the hourly records
     method, a Period of Severance is a period equal to the number of
     consecutive Plan Years or, with respect to eligibility, the
     applicable computation period under the definition of Year of
     Service, in which an Employee has 500 Hours of Service or less.  The
     Period of Severance shall be determined on the basis of Hours of
     Service and shall commence with the first Plan Year in which the
     Employee has 500 Hours of Service or less.  With respect to any
     period of absence during which a Period of Severance does not
     commence, the Participant shall be credited with the Hours of
     Service (up to a maximum of 501 Hours of Service in a Plan Year)
     which would otherwise have been credited to him or her but for such
     absence, or if such Hours of Service cannot be determined, 8 Hours
     of Service for each day of absence.
     
     For purposes of the elapsed time method, a Period of Severance is a
     continuous period of at least 12-consecutive months during which an
     individual's Employment is not continuing, beginning on the date an
     Employee retires, quits or is discharged or, if earlier, the first
     12-month anniversary of the date that the individual is otherwise
     first absent from service (with or without pay) for any other
     reason, and ending on the date the individual again performs an Hour
     of Service.
     
     Anything in the definition thereof to the contrary notwithstanding,
     a Period of Severance shall not commence if the Participant is:
     
     (A) On an authorized leave of absence in accordance with standard
     personnel policies applied in a nondiscriminatory manner to all
     Employees similarly situated and returns to active Employment by the
     Employer or Affiliate immediately upon the expiration of such leave
     of absence;
     
     (B) On a miliary leave while such Employee's re-employment rights
     are protected by law and returns to active Employment within ninety
     days after his or her discharge or release (or such longer period as
     may be prescribed by law); or
     
     (C) Absent from work by reason of (i) the pregnancy of the Employee,
     (ii) the birth of a child of the Employee, or (iii) the placement of
     a child with the Employment in connection with the adoption of such
     child by such Employee, or (iv) the care of such child for a period
     beginning immediately following such birth or placement.  In
     determining when such a Participant's Period of Severance begins,
     the Participant will be credited with (i) for purposes of the
     elapsed time method, the 12-consecutive month period beginning on
     the first anniversary of the first date of such absence; or (ii) for
     purposes of the hourly records method, the Hours of Service he or
     she would normally have had but for such absence, or if such Hours
     cannot be determined, eight Hours of Service for each day of such
     absence; provided, however, that such Hours of Service shall not
     exceed 501 and shall be credited only in the year in which such
     absence began if such crediting would prevent the Participant from
     incurring a Period of Severance in that year, or in any other case,
     shall be credited in the immediately following year.
     
     1.74 Plan:  The plan established by the Employer in the form of
     this Prototype Plan and  the applicable Adoption Agreement executed
     by the Employer.  The Plan shall have the name specified in the
     Adoption Agreement.
     
     1.75 Plan Year:  Each 12-consecutive month period ending on the
     date specified in the Adoption Agreement, during any part of which
     the Plan is in effect.
     
     1.76 Prototype Plan:  The Merrill Lynch Special Prototype Defined
     Contribution Plan set forth in this document, as amended or restated
     from time to time.
     
     1.77 Qualified Joint and Survivor Annuity:  An immediate annuity
     for the life of Participant with a survivor annuity continuing after
     the Participant's death to the Participant's Surviving Spouse for
     the Surviving Spouse's life in an amount equal to 50% of the amount
     of the annuity payable during the joint lives of the Participant and
     such Surviving Spouse and which is the actuarial equivalent of a
     single life annuity which could be provided for the Participant
     under an Annuity Contract purchased with the aggregate vested
     Account Balances of the Participant's Accounts at the Benefit
     Commencement Date.
     
     1.78 Qualified Matching Contributions:  Matching Contribution
     which, pursuant to the election made by the Employer, and in
     accordance with Code Section 401(m), are nonforfeitable when made
     and subject to the limitation on distribution set forth in the
     definition of Qualified Nonelective Contributions.
     
     1.79 Qualified Matching Contributions Account:  The Account
     established for a Participant pursuant to Section 3.8.7.
     
     1.80 Qualified Nonelective Contributions:  Contributions (other
     than Matching 401(k) Contributions, Qualified Matching 401(k)
     Contributions or Elective Deferrals), if any, made by the Employer
     which the Participant may not elect to receive in cash until
     distributed from the Plan, which are nonforfeitable when made, and
     which are not distributable under the terms of the Plan to
     Participants or their Beneficiaries earlier than the earlier of:
     
     (A)termination of Employment, death, or Disability of the
     Participant;
     
     (B) attainment of the age 59-1/2 by the Participant;
     
     (C) termination of the Plan without establishment of another Defined
     Contribution Plan by the Employer or an Affiliate;
     
     (D) disposition by the Employer or Participating Affiliate to an
     unrelated corporation of substantially all of its assets used in a
     trade or business if such unrelated corporation continues to
     maintain this Plan after the disposition but only with respect to
     Employees who continue employment with the acquiring unrelated
     entity.  The sale of 85% of the assets used in a trade or business
     will be deemed a sale of "substantially all" the assets used in a
     trade or business;
     
     (E)  sale by the Employer to an unrelated entity of its interest in
     an Affiliate if such unrelated entity continues to maintain the Plan
     but only with respect to Employees who continue employment with such
     unrelated entity; and 
     
     (F)  effective for Plan Years beginning before January 1, 1989, upon
     the hardship of the Participant.
     
     1.81 Qualified Nonelective Contributions Account:  The Account
     established for a Participant pursuant to Section 3.8.7.
     
     1.82 Qualified Plan:  A Defined Benefit Plan or Defined
     Contribution Plan.
     
     1.83 Qualifying Employer Securities:  Employer securities, as that
     term is defined in ERISA Section 407(d)(5).
     
     1.84 Rollover Contribution:  A contribution described in Section
     3.3.
     1.85 Rollover Contributions Account:  The Account established for
     a Participant pursuant to Section 3.8.9.
     
     1.86 Self-Employed Individual:  An individual who has Earned Income
     for the Plan Year involved from the trade or business for which the
     Plan is established, or who would have had such Earned Income but
     for the fact that the trade or business with respect to which the
     Plan is established had no Net Profits for that Plan Year.
     
     1.87 Social Security Retirement Age: Age 65 in the case of a
     Participant attaining age 62 before January 1, 2000 (i.e., born
     before January 1, 1938), age 66 for a Participant attaining age 62
     after December 31, 1999, and before January 1, 2017 (i.e., born
     after December 31, 1937, but before January 1, 1955), and age 67 for
     a Participant attaining, age 62 after December 31, 2016 (i.e., born
     after December 31, 1954).
     
     1.88 Sponsor:  The mass submitter, Merrill Lynch, Pierce, Fenner &
     Smith Incorporated and any successor thereto, and any other
     qualifying sponsoring organization who sponsors with the consent of
     the mass submitter, the Prototype Plan and makes the Prototype Plan
     available for adoption by Employers.
     
     1.89 Spouse:  The person married to a Participant, provided that a
     former spouse will be treated as the Spouse to the extent provided
     under a "qualified domestic relations order" (or a "domestic
     relations order" treated as such) as referred to in Section 12.6.
     
     1.90 Surviving Spouse:  The person married to a Participant on the
     earliest of:
     
     (A)  the date of the Participant's death;
     
     (B)  the Participant's Benefit Commencement Date; or
     
     (C)  the date on which an Annuity contract is purchased for the
     Participant providing benefits under the Plan; 
     
     Anything contained herein to the contrary notwithstanding, a former
     spouse will be treated as the Surviving Spouse to the extent
     provided under a "qualified domestic relations order" (or a
     "domestic relations order" treated as such) as referred to in
     Section 12.6.
     
     1.91 Taxable Wage Base:  The maximum amount of earnings which may
     be considered "wages" for the Plan year involved under Code Section
     3121(a)(1).
     
     1.92 Transferred Account:  The Account established for a
     Participant pursuant to Section 3.8.10.
     
     1.93 Trust:  The trust established under the Plan to which Plan
     contributions are made and in which Plan assets are held.
     
     1.94 Trust Fund:  The assets of the Trust held by or in the name of
     the Trustee.
     
     1.95 Trustee:  The person appointed as Trustee pursuant to Article
     X and any successor Trustee.
     
     1.96 Valuation Date:  The last business day of each Plan Year, the
     date specified in the Adoption Agreement or determined pursuant to
     Section 10.6, if applicable, and each other date as may be
     determined by the Administrator.
     
     1.97 Vesting Service:  The Years of Service credited to a
     Participant under Article IV for purposes of determining the
     Participant's vested percentage in any Employer Account established
     for the Participant.
     
     1.98 Years of Service:  If the Employer elects the hourly records
     method in the Adoption Agreement, an Employee shall be credited with
     one Year of Service for each Plan year in which he or she has 1,000
     Hours of Service.  Solely for purposes of eligibility to
     participate, an Employee shall be credited with a Year of Service on
     the last day of the 12-consecutive month period which begins on the
     first day on which he or she has an Hour of Service, if he or she
     has at least 1,000 Hours of Service in that period.
     
     If an Employee fails to be credited with a Year of Service on such
     date, he or she shall be credited with a Year of Service on the last
     day of each succeeding 12-consecutive month period in which he or
     she is credited with at least 1,000 Hours of Service.
     
     If the Employer elects the elapsed time method in the Adoption
     Agreement, the Employee's Years of Service shall be a span of
     service equal to the sum of:
     
     (A)  the period commencing on the date the Employee first performs
     an Hour of Service and ending on the date he or she quits, retires,
     is discharged, dies, or if earlier, the 12-month anniversary of the
     date on which the Employee was otherwise first absent from service
     (with or without pay)for any other reason; and 
     
     (B)(i)  if the Employee quits, retires, or is discharged, the period
     commencing on the date the Employee terminated his or her Employment
     and ending on the first date on which he or she again performs an
     Hour of Service, if such date is within 12 months of the date on
     which he or she last performs an Hour of Service; or 
     
     (ii)  if the Employee is absent from work for any other reason and,
     within 12 months of the first day of such absence, the Employee
     quits, retires or is discharged , the period commencing on the first
     day of such absence and ending on the first day he or she again
     performs an Hour of Service if such day is within 12 months of the
     date his or her absence began.
     
     With respect to both the elapsed time method and the hourly record
     method, service with a predecessor employer, determined in the
     manner in which the rules of this Plan would have credited such
     service had the Participant earned such service under the terms of
     this Plan, may be included in years of Service, as specified in the
     Adoption Agreement.
     
     ARTICLE II   PARTICIPATION
     
     2.1  Admission as a Participant
     
     2.1.1     An Eligible Employee shall become a Participant on the Entry
     Date coincident with or next following the date on which he or she
     meets the eligibility requirements specified in the Adoption
     Agreement; provided, however that:
     
     (A)  an Eligible Employee who has met the eligibility requirements
     a of the first day of the Plan Year in which the Plan is adopted as
     a new Plan shall become a Participant as of such date;
     
     (B)  an Eligible Employee who had met the eligibility requirements
     of a plan that is restated and /or amended to become this Plan shall
     become a Participant as of the date this Plan is adopted; and 
     
     (C)  if selected in the Adoption Agreement, an Eligible Employee
     shall become a Participant on the effective date of the Plan
     providing he or she is an Eligible Employee on such date.
     
     2.1.2     An Employee who did not become a Participant on the Entry Date
     coincident with or next following the day on which he or she met the
     eligibility requirements because he or she was not then an Eligible
     Employee shall become a Participant on the first day on which he or
     she again becomes an Eligible Employee unless determined otherwise
     in accordance with Section 2.3.1. of the Plan.
     
     2.1.3  If the Plan includes a CODA or thrift feature, in addition to
     the participation requirements set forth in Section 2.1.1., an
     Eligible Employee shall become a Participant upon filing his or her
     401(k) Election or election to make Employee Thrift Contributions
     with the Administrator.  An election shall not e required if the
     Employer has elected to make contributions to an Employer Account
     and/or Qualified Nonelective Contributions with respect to all
     Eligible Participants.
     
     2.1.4     An individual who has ceased to be a Participant and who again
     becomes an Eligible Employee shall become a Participant immediately
     upon reemployment as an Eligible Employee unless determined
     otherwise in accordance with Section 2.3.1. of the Plan.
     
     2.2. Rollover Membership and Trust to Trust Transfer
     
     An Eligible Employee who makes a Rollover Contribution or a trust to
     trust transfer shall become a Participant as of the date of such
     contribution or transfer even if he or she had not previously become
     a Participant.  Such an Eligible Employee shall be a Participant
     only for the purposes of such Rollover Contribution or transfer and
     shall not be eligible to share in contributions made by the Employer
     until he or she has become a Participant in accordance with Section
     2.1.
     
     2.3. Crediting of Service for Eligibility Purposes
     
     2.3.1     For purposes of eligibility to participate, an Eligible
     Employee or Participant without any vested interest in any Employer
     Account and without an Elective Deferrals Account who terminates
     Employment shall lose credit for his or her Years of Service prior
     to such termination of Employment if his or her Period of Severance
     equals or exceeds five years or, if greater, the aggregate number of
     Years of Service.
     
     2.3.2     For purposes of eligibility to participate, a Participant who
     has a vested interest in any Employer Account and who terminates
     Employment shall retain credit for his or her Years of Service prior
     to such termination of Employment without regard to the length of
     his or her Period of Severance.  In the event such Participant
     returns to Employment, he or she shall participate immediately.
     
     2.3.3     A former Eligible Employee who was not a Participant who again
     becomes an Eligible Employee with no Years of Service to his or her
     credit shall be treat as a new Employee.
     
     2.4  Termination of Participation
     
     A Participant shall cease to e a Participant:
     
     (A)  upon his or her death;
     
     (B)  upon the repayment to him or her of all nonforfeitable
     benefits due to him or her under the Plan, whether directly or by
     the purchase of an Annuity contract; or 
     
     (C)  upon his or her Nonvested Separation.
     
     2.5  Limitation for Owner-Employee
     
     2.5.1     If the Plan provides contributions or benefits for one or more
     Owner-Employees who control the trade or business for which this
     Plan is established and who also control as an Owner-Employee or as
     Owner-Employees one or more other trade or businesses, this Plan and
     the plan established for each such other trade or business must,
     when looked at as a single plan, satisfy the requirements of Code
     Sections 401(a) and (d) with respect to the employees of this and
     all of such other trades or businesses.
     
     2.5.2     If the Plan provides contribution or benefits for one or more
     Owner-Employees who control as an Owner-Employee or as Owner-
     Employees one or more other trades or businesses, the employees of
     the other trade or businesses must be included in a plan which
     satisfies the requirements of Code Sections 401(a) and (d) and which
     provides contributions and benefits for the employees of such other
     trades or businesses not less favorable than the contributions and
     benefits provided for Owner-Employees under this Plan.
     
     2.5.3     If an individual is covered as an Owner-Employee under the
     plan 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 employee under the plan of the
     trades or businesses which are controlled must be as favorable as
     those provided for such individual under the most favorable plan of
     the trade or business which is not controlled.
     
     2.5.4     For purposes of the preceding three subsections, an Owner-
     Employee, or two or more Owner-Employees, will be considered to
     control a trade or business if the Owner-Employee, or two or more
     Owner-Employees together.
     
     (A) owns 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 n the partnership.
     
     For purposes of the preceding sentence, an Owner-Employee, or two
     ore more Owner-Employees, shall be treated as owning any interest in
     a partnership which is owned, directly or indirectly, by a
     partnership which such Owner-Employee, or such two or more Owner-
     Employees, are considered to control within the meaning of the
     preceding sentence.
     
     2.6  Corrections with Regard to Participation
     
     2.6.1     If in any Plan Year an Eligible Employee who should be
     included as a Participant in the Plan is erroneously omitted and
     discovery of such omissions is not made until after a contribution
     by the Employer for the year has been made, the Employer shall make
     a subsequent contribution with respect to the omitted Eligible
     Employee in the amount which would have contributed with respect to
     such Eligible Employee had he or she not be omitted. Such
     contribution shall be made whether or not it is deductible in whole
     or in part in any taxable year under applicable provisions of the
     code.  It shall be the responsibility of the Employer and
     Administrator to take any and all actions as required by this
     Section 2.6.1.
     
     2.6.2     If in any Plan Year any person who should not have been
     included as a Participant in the Plan is erroneously included and
     discovery of such incorrect inclusion is not made until after a
     contribution for the year has been made, the amount contributed on
     behalf of such ineligible person shall constitute a forfeiture for
     the Plan Year in which the discovery is made.  It shall be the
     responsibility of the Employer and Administrator to take any and all
     actions as required by this Section 2.6.2.
     
     2.7  Provision of Information
     
     Each Employee shall execute such forms as may reasonably be required
     by the Administrator, and shall make available to the Administrator
     any information the Administrator may reasonably request in this
     regard.  By virtue of his or her participation in this Plan, an
     Employee agrees, on his or her own behalf and on behalf of al
     persons who may have or claim any right by reason of the Employee's
     participation in the Plan, to be bound by all provisions of the
     Plan.
     
     ARTICLE III
     CONTRIBUTIONS AND ACCOUNT
     ALLOCATIONS
     
     3.1  Employer Contributions and Allocations
     
     3.1.1     If the Plan is a profit-sharing plan, the Employer will
     contribute cash and/or Qualifying Employer Securities to the Trust
     Fund, in such amount, if any, as specified in the Adoption Agreement
     and with respect to Qualifying Employer Securities as is consistent
     with Sections 10.4.2 and 10.4.3.  If the Plan is a profit-sharing
     plan, Net Profits may be necessary for an Employer to make
     contributions, as specified in  the Adoption Agreement.  Employer
     Contributions for a Plan Year will be allocated no later than the
     last day of the Plan Year to the Employer Contributions Account of
     Participants eligible for an allocation in the manner specified in
     the Adoption Agreement.  A not-for-profit corporation may adopt a
     profit-sharing plan as an incentive plan; provided, however, that
     such a plan may not contain a CODA feature unless otherwise
     permitted by law.
     
     3.1.2     If the Plan is a money purchase pension plan, the Employer
     will contribute cash to the Trust Fund in an amount equal to that
     percentage of the Compensation of each Participant eligible for an
     allocation of Employer contributions for that Plan Year as specified
     in the Adoption Agreement.  Employer Contributions for the Plan Year
     will be allocated as of the last day of the Plan year to the
     Employer contributions Accounts of Participants eligible for an
     allocation and entitled to share in such contributions in the manner
     specified in the Adoption Agreement.
     
     3.1.3     If the Plan is a target benefit plan, the Employer will
     contribute cash to the Trust Fund in an amount specified in the
     Adoption Agreement.  The amount contributed with respect to the
     targeted benefit of each Participant eligible for an allocation for
     that Plan Year will be allocated as of the last day of the Plan Year
     to the Participant's Employer Contributions Account in the manner
     specified in the Adoption Agreement.
     
     3.1.4     If the Employer elects in the Adoption Agreement to make
     contributions on behalf of a Participant whose Employment terminated
     due to Disability, "Compensation" shall mean, with respect to such
     Participant, the Compensation he or she would have received for the
     entire calendar year in which the Disability occurred if he or she
     had ben paid for such year at the rate at which he or she had been
     paid for such year at the rate at which he or she was being paid
     immediately prior to such Disability.  Employer Contributions may be
     taken into account only if the Participant is a Nonhighly
     Compensated Employee and contributions made on his or her behalf are
     nonforfeitable.
     
     3.1.5     If an Employer has adopted more than one Adoption Agreement,
     or has adopted a plan pursuant to the Merrill Lynch Special
     Prototype Defined Benefit Plan and Trust, only one Adoption
     Agreement may be integrated with Social Security.
     
     3.1.6     For purposes of the Plan contributions provided by the
     "leasing organization" referred to in Section 1.37 of a Leased
     Employee which are attributable to services performed for the
     Employer shall be treated as provided by the Employer.
     
     3.2. Participant Voluntary Nondeductible Contributions
     
     3.2.1     If elected by the Employer in the Adoption Agreement, each
     Participant while actively employed may make Participant Voluntary
     Nondeductible Contributions in cash in a dollar amount or a
     percentage of Compensation which does not, when included in the
     Contribution Percentage Amount, exceed the limitations set forth in
     Code Section 401(m).
     
     3.2.2     Participant Voluntary Nondeductible Contributions shall be
     made in accordance with rules and procedures adopted by the
     Administrator.
     
     3.3  Rollover Contributions and Trust to Trust Transfers
     
     3.3.1     Any Eligible Employee or Participant may make a Rollover
     Contribution under the Plan.  A Rollover Contribution shall be in
     cash or in other property acceptable to the Trustee and shall be a
     contribution attributable to (a) a "qualified total distribution"
     (as defined in Code Section 402(a)(5)), distributed to the
     contributing Employee under Code Section 402(a)(5) from a Qualified
     Plan or distributed to the Employee under code Section 403(a)(4)
     from an "employee annuity" or referred to in that section, or (b) a
     payout or distribution to the Employee referred to in Code Section
     403(d)(3) from an "individual retirement account" or an "individual
     retirement annuity" described, respectively, in Code Section 408(a)
     or Section 408(b) consisting exclusively of amounts attributable to
     "qualified total distributions" (as defined in Code Section
     402(a)(5)) from a Qualified Plan.
     
     The Plan shall not accept a Rollover contribution attributable to
     any accumulated deductible employee contributions as defined by Code
     Section 72(o)(5)(B).  The Trustee may condition acceptance of a
     Rollover Contribution upon receipt of such documents as it may
     require.  In the event that an Employee makes a contribution
     pursuant to this Section 3.3. intended to be a Rollover Contribution
     but which did not qualify as a Rollover Contribution, the Trustee
     shall distribute to the Employee as soon as practicable after that
     conclusion is reached the entire Account balance in his or her
     Rollover Contributions Account deriving from such contributions
     determined as of the valuation date coincident with or immediately
     preceding such discovery.
     
     3.3.2     Any Eligible Employee or Participant may direct the
     Administrator to direct the Trustee to accept a transfer to the
     Trust Fund from another trust established pursuant to another
     Qualified Plan of all or any part of the assets held in such other
     trust.  The Plan shall not accept a direct transfer attributable to
     accumulated deductible employee contributions as defined by Code
     Section 72(o)(5)(B).  The Trustee may condition acceptance of such
     a trust to trust transfer upon receipt of such documents as it may
     require.
     
     3.4. Section 401(k) Contributions and Account Allocations
     
     (A)  Amount of Elective Deferrals
     
     Subject to the limitations contained in Section 3.4.2, the Employer
     will contribute cash to the Trust Fund in an amount equal to:
     
     (i)  as specified on the Participant's 401(k) Election form, the
     specific dollar amount, or the deferral percentage multiplied by
     each such Participant's Compensation; or
     
     (ii)  a bonus contribution made pursuant to Section 3.4.1.(C).
     
     (B)  The amount elected by a Participant pursuant to a 401(k)
     Election shall be determined within the limits specified in the
     Adoption Agreement.  The 401(k) Election shall be made on a form
     provided by the Administrator but no election shall be effective
     prior to approval by the Administrator.  The Administrator may
     reduce the amount of any 401(k) Election, or make such other
     modifications as necessary, so that the Plan complies with the
     provisions of the Code.  A Participant's 401(k) Election shall
     remain in effect until modified or terminated.  Modification or
     termination of a 401(k) Election shall be made at such time as
     specified in the Adoption Agreement.
     
     (C)  If elected by the Employer in the Adoption Agreement, an
     Eligible Employee may make a 401(k) Election to have an amount
     withheld up to the amount of any bonus payable for such Plan Year
     and direct the Employer to contribute the amount so withheld to his
     or her Elective Deferrals Account.
     
     3.4.2.  Limitation on Elective Deferrals
     
     (A)  Maximum Amount of Elective Deferrals and Distribution of Excess
     Elective Deferrals
     
     (i)  No Participant shall be permitted to have Elective Deferrals
     made under this Plan, or any other Qualified Plan maintained by the
     Employer, during any Plan Year in excess of the dollar limitation
     contained in Code Section 402(g) in effect at the beginning of the
     Participant's taxable year.
     
     (ii)  Notwithstanding any other provision of the Plan, Excess
     Elective Deferrals made to this Plan or assigned to this Plan, plus
     any income and minus any loss allocable thereto, shall be
     distributed no later than April 15, 1988, and each April 15
     thereafter to, Participants to whose accounts Excess Elective
     Deferrals were designated for the preceding Plan Year and who claim
     Excess Elective Deferrals for such taxable year.  Excess Elective
     Deferrals shall be treated as Annual Additions.
     
     (iii)  Claims.  A Participant may designate to this Plan any amount
     of his or her Elective Deferrals as Excess Elective Deferrals during
     his or her taxable year.  A Participant's claim shall be in writing,
     shall be submitted to the Administrator no later than March 1, shall
     specify the Participant's Excess Elective Deferral for the preceding
     Plan Year, and shall be accompanied by the Participant's written
     statement that if such amounts are not distributed, such Excess
     Elective Deferral, when added to amounts deferred under other plans
     or arrangements described in Code Section 401(k), Code Section
     408(k), Code Section 403(b) or Code Section 457, exceeds the limit
     imposed on the Participant by Code Section 402(g) for the year in
     which the deferral occurred.  A Participant is deemed to notify the
     Administrator of any Excess Elective Deferrals that arise by taking
     into account only those Elective Deferrals made to this Plan and any
     other plans of the Employer or an Affiliate.
     
     (iv)  Determination of Income or Loss.  Excess Elective Deferrals
     shall be adjusted for income or loss up to the date of distribution. 
     THE income or loss allocable to Participant's Excess Elective
     Deferrals is the sum of: (1) the income or loss allocable to the
     Participant's Elective Deferrals Account for the Participant's
     taxable year multiplied by a fraction, the numerator of which is the
     Participant's Excess Elective Deferrals for the Participant's
     taxable year and the denominator of which is the Account Balance of
     the Participant's Elective Deferrals Account without regard to any
     income or loss occurring during such taxable year; and (2) ten
     percent of the amount determined under (1) multiplied by the number
     of whole calendar months between the end of the Participant's
     taxable year and the date of distribution, counting the month of
     distribution if distribution occurs after the 15th of such month.
     
     Anything in the preceding paragraph of this Section 3.4.2.(A)(iv) to
     the contrary notwithstanding, any reasonable method for computing
     the income or loss allocable to Excess Elective Deferrals may be
     used, provided that such method is used consistently for all
     Participants and for all corrective distributions under the Plan,
     and is used by the Plan for allocating income or loss to
     participants' Accounts.  Income or loss allocable to the period
     between the end of the taxable year an the date of distribution may
     be disregarded in determining income or loss.
     
     (B)  ADP Test
     
     The Average Actual Deferral Percentage for Highly Compensated
     Employees for each Plan Year and the Average Actual Deferral
     Percentage for Nonhighly Compensated Employees for the same Plan
     Year must satisfy one of the following tests:
     
     (i)  The Average Actual Deferral Percentage for Eligible
     Participants who are Highly Compensated Employees for the Plan Year
     shall not exceed the Average Actual Deferral Percentage for Eligible
     Participants who are Nonhighly Compensated Employees for the Plan
     Year multiplied by 1.25; or 
     
     (ii) The Average Actual Deferral Percentage for Eligible
     Participants who are Highly Compensated Employees for the Plan Year
     shall not exceed the Average Actual Deferral Percentage for Eligible
     Participants who are Nonhighly Compensated Employees for the Plan
     Year multiplied by 2.0; provided that the Average Actual Deferral
     Percentage for Eligible Participants who are Highly Compensated
     Employees does not exceed the Average Actual Deferral Percentage for
     Participants who are Nonhighly Compensated Employees by more than
     two percentage points.
     
     (C)  Special Actual Deferral Percentage Rules
     
     (i)  The Actual Deferral Percentage for any Eligible Participant who
     is a Highly Compensated Employee for the Plan Year and who is
     eligible to have Elective Deferrals and Qualified Matching
     Contributions or Qualified Nonelective Contributions, or both, if
     treated as Elective Deferrals for purposes of the ADP Tests,
     allocated to his or her accounts under two or more plans or
     arrangements described in Code Section 401(k) that are maintained by
     the Employer shall be determined as if all such Elective Deferrals
     Qualified Matching Contributions and Qualified Nonelective
     Contributions were made under a single arrangement.  If a Highly
     Compensated Employee participates in two ore more cash or deferred
     arrangements that have different plan years, all cash or deferred
     arrangement sending with or within the same calendar year shall be
     treated as a single arrangement.
     
     (ii)  In the event that this Plan satisfies the requirements of Code
     Section 401(k), Code Section 401(a)(4) or Code Section 410(b) only
     if aggregated with one or more other qualified plans, or if one or
     more other qualified plans satisfy the requirements of such Code
     Sections only if aggregated with this Plan, then this Section shall
     be applied by determining the Actual Deferral Percentage of
     Employees as if all such qualified plans were a single qualified
     plan.  For Plan Years beginning after December 31, 1989, plans may
     be aggregated in order to satisfy Code Section 401(k) only if they
     have the same plan year.
     
     (iii)  For purposes of determining the Actual Deferral Percentage of
     an Eligible Participant who is a 5% owner or one of the ten most
     highly paid Highly Compensated Employees, the Elective Deferrals
     (and Qualified Matching Contributions or Qualified Nonelective
     Contributions, or both, if treated as Elective Deferrals for
     purposes of one of the tests referred to in Section 3.4.2(B)) and
     CODA Compensation of such Participant shall include the Elective
     Deferrals (and if applicable, Qualified Matching Contributions,
     Qualified Nonelective Contributions) and CODA Compensation for the
     Plan Year of Family Members.  Family Members with respect to such
     Highly Compensated Employees shall be disregarded as separate
     employees in determining the Actual Deferral Percentage both for
     Eligible Participants who are nonhighly compensated Employees and
     for Eligible Participants who are Highly Compensated Employees.
     
     (iv)  For purposes of determining the ADP Test, Elective Deferrals,
     Qualified Matching Contributions, and Qualified Nonelective must be
     made before the last day of the 12-month period immediately
     following the Plan Year to which such contributions relate.
     
     (v)  The Employer shall maintain records sufficient to demonstrate
     satisfaction of the ADP Test and the amount of Qualified Nonelective
     Contributions and/or Qualified Matching Contribution used in such
     test.
     
     (vi)  The determination and treatment of the Elective Deferrals,
     Qualified Matching Contributions, and Qualified Nonelective
     Contributions, used in the ADP Test shall satisfy such other
     requirements as may be prescribed by the Secretary of the Treasury.
     
     (D)  Distribution of Excess Contributions
     
     (i)  In General.  Notwithstanding any other provision of the Plan
     except Section 3.4.2(E), Excess Contributions, plus any income and
     minus any loss allocable thereto, shall be distributed no later than
     the last day of each Plan Year beginning after December 31, 1987, to
     Participants to whose Accounts Elective Deferrals, Qualified
     Matching Contributions, and Qualified Nonelective Contributions were
     allocated for the preceding Plan Year.1    Excess Contributions of
     Participants who are subject to the Family Member aggregation rules
     shall be allocated among the Family Members in proportion to the
     Elective Deferrals (and amounts treated as Elective Deferrals) of
     each Family Member that is combined to determine the combined Actual
     Deferral Percentage.  Excess Contributions shall be treated as
     Annual Additions.
     
     (ii)  Determination of Income or Loss.  Excess Contributions shall
     be adjusted for any income or loss up to the date of distribution. 
     The income or loss allocable to Excess Contributions is the sum of:
     (1) the income or loss allocable to the Participant's Elective
     Deferrals Account (and, if applicable, the Qualified Nonelective
     Contributions Account for the Qualified Matching Contributions
     Account or both) for the Plan Year multiplied by a fraction, the
     numerator of which is such Participant's Excess Contributions for
     the year and the denominator of which is the Account Balances of
     Participant's Elective Deferrals Account, Qualified Nonelective
     Contributions Account and Qualified Matching Contributions Account
     if any of such contributions are included in the ADP Test, without
     regard to any income or loss occurring during such Plan Year; and
     (2) 10% of the amount determined under (1) multiplied by the number
     of whole calendar months between the end of the Plan Year and the
     date of distribution, counting the month of distribution if
     distribution occurs after the 15th of such month.
                                                   
     Distribution of Excess Contributions on or before the last day of
     the Plan Year after the Plan Year in which such Excess amounts arose
     is required under Code Section 401(k)(8) if the Plan is to maintain
     its tax-qualified status.  However, if such excess amounts, plus any
     income and minus any loss allocable thereto, are distributed more
     than 2-1/2 months after the last day of the Plan Year in which such
     excess amounts arose, then Code Section 4979 imposes a 10% excise
     tax on the employer maintaining the plan with respect to such
     amounts.
     
     Anything in the preceding paragraph of this Section 3.4.2(D)(ii) to
     the contrary notwithstanding, any reasonable method for computing
     the income or loss allocable to Excess Contributions may be used,
     provided that such method is used consistently for all Participants
     and for all corrective distributions under the Plan for the Plan
     Year, and is used by the Plan for allocating income or loss to
     Participant's Accounts.  Income or loss allocable to the period
     between the end of the Plan Year and the date of distribution may be
     disregarded in determining income or loss.
     
     (iii)  Accounting for Excess Contributions.  Amounts distributed
     under this Section 3.4.2(D) shall first be distributed from the
     Participant's Elective Deferrals Account and Qualified Matching
     Contributions Account in proportion to the Participant's Elective
     Deferrals and Qualified Matching Contributions (to the extent used
     in the ADP Test) for the Plan Year.  Excess Contributions shall be
     distributed from the Participant's Qualified Nonelective
     Contributions Account only to the extent that such Excess
     Contributions exceed the balance in the Participant's Elective
     Deferrals Account and Qualified Matching Contributions Account.
     
     (E)  In lieu of distributing Excess Contributions pursuant to the
     preceding Section 3.4.2(D), and as specified in the Adoption
     Agreement, the Employer may make special Qualified Nonelective
     Contributions on behalf of Nonhighly Compensated Employees that are
     sufficient to satisfy the ADP Test.
     
     (F)  In lieu of distributing Excess Contributions, the Participant
     may treat his or her Excess Contributions as an amount distributed
     and then re-contributed by such Participant.  Recharacterized
     amounts are 100% nonforfeitable and subject to the same distribution
     requirements as Elective Deferrals.  Amounts may not be re-
     characterized by a Highly Compensated Employee to the extent that
     such amount in combination with other amounts made to the
     Participant's Participant Contributions Account would exceed any
     stated limit on such contributions, as specified in the Adoption
     Agreement.  If Excess Contributions are re-characterized, they must
     be so no later than two and one half months after the last day of
     the Plan Year in which such Excess Contributions arose and they are
     deemed to occur no earlier than the date the last Highly Compensated
     Employee is informed in writing of the amount re-characterized and
     the consequences thereof.  Recharacterized amounts are taxable to
     the Participant for the tax year in which he or she would have
     received such contributions in cash.
     
     (G)  Under no circumstances may Elective Deferrals, Qualified
     Matching Contributions and Qualified Nonelective Contributions be
     contributed and allocated to the Trust later than the last day of
     the 12-month period immediately following the Plan Year to which
     such contributions relate.
     
     3.5  Matching 401(k) Contributions
     
     3.5.1  Amount of Matching Contributions  Subject to the limitations
     contained in Section 3.9 and 3.5.2, for each Plan Year the Employer
     will contribute in cash and/or Qualified Employer Securities,
     Matching 401(k) Contributions to the Trust Fund in an amount, if
     any, calculated by reference to the Participants' Elective Deferrals
     as specified in the Adoption.
     
     3.5.2  Limitation on Contribution Percentage
     
     (A)  ACP Test
     
     The Average Contribution Percentage for Eligible Participants who
     are Highly Compensated Employees for the Plan Year and the Average
     Contributions Percentage for Eligible Participants who are Nonhighly
     Compensated Employees for the same Plan Year must satisfy one of the
     following tests:
     
     (i)  the Average Contribution Percentage for Eligible Participants
     who are Highly Compensated Employees for the Plan Year shall not
     exceed the Average Contribution Percentage for Eligible Participants
     who are Nonhighly Compensated Employees for the same Plan Year
     multiplied by 1.25; or
     
     (ii)  the Average Contribution Percentage for Eligible Participants
     who are Highly Compensated Employees shall not exceed the Average
     Contribution Percentage for Eligible Participants who are Nonhighly
     Compensated Employees by more than two percentage points or such
     lesser amount as the Secretary of the Treasury shall prescribe to
     prevent the multiple use of this alternative limitation with respect
     to any Highly Compensated Employee.
     
     (B)  Special Average Contribution Percentage Rules
     
     (i)  For purposes of this Section 3.5.2, the Contribution Percentage
     for any Eligible Participant who is a Highly Compensated Employee
     for the Plan Year and who is eligible to have Matching 401(k)
     Contributions or Matching Thrift Contributions, as the case may be
     (other than Qualified Matching Contributions), allocated to his or
     her account under two or more qualified plans described in Code
     Section 401(a), or arrangements described in Code Section 401(k)
     shall be determined as if the total of such Contribution Percentage
     Amounts was made under each plan.
     
     If a Highly Compensated Employee participates in 2 or more cash or
     deferred arrangements that have different plan years, all cash or
     deferred arrangements ending with or within the same calendar year
     shall be treated as a single arrangement.
     
     (ii) In the event that this Plan satisfies the requirements of Code
     Section 410(b) only if aggregated with one or more other plans, or
     if one or more other plans satisfy the requirements of Code Section
     410(b) only if aggregated with this Plan, then this Section 3.5.2
     shall be applied by determining the Contribution Percentages of
     Employees as if all such plans were single plan.  For Plan Years
     beginning after December 31, 1989, plans may be aggregated in order
     to satisfy Code Section 401(m) only if they have the same plan year.
     
     (iii)  For purposes of determining the Contribution Percentage of an
     Eligible Participant who is a 5% owner or one of the 10 most highly-
     paid Highly Compensated Employees, the Contribution Percentage
     Amounts and the CODA Compensation of such Participant shall include
     the Contribution Percentage Amounts and CODA Compensation for the
     Plan Year of Family Members. Family Members with respect to Highly
     Compensated
     
     Employees shall be disregarded as separate employees in determining
     the Contribution Percentage both for Participants who are Nonhighly
     Compensated Employees and for Participants who are Highly
     Compensated Employees.
     
     (iv)  For purposes of determining the ACP Test, Matching 401(k)
     Contributions, Matching Thrift Contributions and Qualified
     Nonelective Contributions will be considered made for a Plan Year if
     made no later than the end of the 12-month period beginning on the
     day after the close of the Plan Year.
     
     (v)  The Employer shall maintain records sufficient to demonstrate
     satisfaction of the ACP Test and the amount of Qualified Nonelective
     Contributions or Qualified Matching Contributions, or both, used in
     such test.
     
     (C)  Multiple Use
     
     If one or more Highly Compensated Employees participate in both a
     cash or deferred arrangement and a plan subject to the ACP Test and
     the sum of the Actual Deferral Percentage and the Actual
     Contribution Percentage of those Highly Compensated Employees exceed
     the "aggregate limit", then the Actual Contribution Percentage of
     those Highly Compensated Employee will be reduced, beginning with
     such Highly Compensated Employee whose Actual Contribution
     Percentage is the highest, so that the limit is not exceeded.
     
     The amount by which each Highly Compensated Employee's Contribution
     Percentage is reduced shall be treated as an Excess Aggregate
     Contribution.  The Actual Deferral Percentage and Actual
     Contribution Percentage of the Highly Compensated Employees are
     determined after any corrections required to meet the ADP Test and
     the ACP Test. Multiple use does not occur if either the Average
     Deferral Percentage or Actual Contribution Percentage of the Highly
     Compensated Employees does not exceed 1.25 multiplied by the Actual
     Deferral Percentage  and the Actual Contribution Percentage of the
     Nonhighly Compensated Employees.  (i)  The "aggregate limit" is the
     sum of (1) 125% of the greater of the Actual Deferral Percentage for
     Participants who are Nonhighly compensated Employees for the Plan
     Year or the Actual Deferral Percentage for Participants who are
     Nonhighly Compensated Employee for the Plan Year beginning with or
     within the Plan Year and (2) the lesser of 200% or two plus the
     lesser of such Actual Deferral Percentage or Actual Contribution
     Percentage.  "Lesser" is substituted for "greater"in "(1)," above,
     and "greater" is substituted for "lesser" after "two plus the" in
     "(2)" if it would result in a larger aggregate limit.
     
     (D)  In General.  Notwithstanding any other provision of this Plan,
     Excess Aggregate Contributions, plus any income and minus any loss
     allocable thereto, shall be forfeited and applied to reduce
     subsequent Matching 401(k) Contributions or Matching Thrift
     Contributions, as the case may be.  No forfeitures arising under
     this Section 3.6.2(D) shall be allocated to the account of any
     Highly compensated Employee.  If not forfeitable, Excess Aggregate
     Contributions shall be distribute no later than the last day of each
     Plan Year beginning after December 31, 1987, to Participants to
     whose Accounts such Excess Aggregate Contributions were allocated
     for the preceding Plan Year.  Excess Aggregate Contributions of
     Participants who are subject to the Family Member aggregation rules
     shall be allocated a month the Family Members in proportion to the
     amounts constituting Contribution Percentage Amounts of each Family
     Member that is combined to determine the combined Actual
     Contribution Percentage.  Excess Aggregate Contributions shall be
     treated as Annual Additions.  Anything above to the contrary
     notwithstanding, any forfeiture or distribution under this Section
     3.5.2(D)(i) shall occur only if sufficient Employee Thrift
     Contributions and/or Participant Voluntary Nondeductible
     Contributions, as the case may be, are not distributed from the
     qualified plan holding such Employee Thrift contributions and/or
     Participant Voluntary Nondeductible Contributions, as the case may
     be.2
     
     (ii)  Determination of Income or Loss.   Excess Aggregate
     Contributions shall be adjusted for any income or loss up to the
     date of distribution.  The income or loss allocable to Excess
     Aggregate Contributions is the sum of: (1) the income or loss
     allocable to the Participant's Matching 401(k) Contribution Account
     or Matching Thrift Contribution Account (if any, and if all amounts
     therein are not used in the ADP Test) and, if applicable, Qualified
     Nonelective Contribution Account and Elective Deferrals Account for
     the Plan Year multiplied by a fraction, the numerator of which is
     such Participant's Excess Aggregate Contributions for the year an
     the denominator of which is the Participant's Account Balance(s)
     attributable to Contribution Percentage Amounts without regard to
     any income or loss occurring during such Plan Year; and (2) 10% of
     the amount determined under (1) multiplied by the number of whole
     calendar months between the end of the Plan Year and the date of
     distribution, counting the month of distribution if distribution
     occurs after the 15th of such month.
     
     Anything in the preceding paragraph f this Section 3.5.2(D)(ii) to
     the contrary notwithstanding, any reasonable method for computing,
     the income or loss allocable to Excess Aggregate Contributions may
     be used, provided that such method is used consistently for all
     Participants an for all corrective distributions under the Plan for
     the Plan Year, and is used by the Plan for allocating income or loss
     to Participants' Accounts.  Income or loss allocable to the period
     between the end of the Plan Year and the date of distribution may be
     disregarded in determining income or loss.
     
     (iii)  The determination of the Excess Aggregate Contributions shall
     be made after first determining the Excess Elective Deferrals, and
     then determining the Excess Contributions.
     
     3.5.3  For purposes of determining the ACP Test, Qualified
     Nonelective Contributions, Matching 401(k) Contributions and
     Matching Thrift Contributions will be considered made for a Plan
     Year if paid to the Trustee no later than the end of the 12-month
     period beginning on n the day after the close of the Plan Year.
     
     3.6  Thrift Contributions
     
     3.6.1  Employee Thrift Contributions.  If elected by the Employer in
     the Adoption Agreement to provide for Employee Thrift Contributions,
     the Employer will contribute cash to the Trust Fund in an amount
     equal to (A) the Employee Thrift contribution percentage of each
     Participant on his or her Employee Thrift Contribution election form
     multiplied by each such Participant's Compensation or (B) the
     specific dollar amount set forth on the Participant's election form. 
     The amount elected by a Participant pursuant to a Participant's
     Employee Thrift Contribution election shall be determined within the
     limits specified in the Adoption Agreement.  Such election shall be
     made on a form provided by the Administrator but no election shall
     be effective prior to approval by the Administrator.
     
     The Administrator may reduce the amount of any Employee Thrift
     Contribution, or make such other modifications as necessary, so that
     the Plan complies with the provisions of the code.  A Participant's
     election shall remain in effect until modified or terminated at such
     times as specified in the Adoption Agreement.
     
     3.6.2  Matching Thrift Contributions.  Subject to the limitations
     contained in Sections 3.9 and 3.5.2, for each Plan Year the Employer
     will contribute in cash and/or Qualifying Employer Securities,
     Matching Thrift contributions to the Trust Fund in an amount, if
     any, calculated by reference to the Participants' Employee Thrift
     contributions, as specified in the Adoption Agreement.
     
     Matching Thrift Contributions made by the Employer will be allocated
     to the Matching Thrift Contributions Account of those Participants
     who have contributed Employee Thrift contributions to the Plan, as
     specified in the Adoption Agreement.
     
                                                               
     Distribution or forfeiture of Excess Aggregate Contributions on or
     before the last day of the Plan Year after the Plan Year in which
     such excess amounts arose is require under Code Section 401(m)(6) if
     the Plan is to maintain its tax-qualified status.  However, if such
     excess amounts, plus any income and minus any loss allocable
     thereto, are distributed more than 2-1/2 months after the last day
     of the Plan Year in which such excess amounts arose, then Code
     Section 4979 imposes a 10% excise tax on the employer maintaining
     the plan with respect to such amounts.
     
     3.7  Treatment of Forfeitures
     
     3.7.1  If the Employer has elected in the Adoption Agreement to
     reallocate forfeitures for a Plan Year among Participants, then such
     forfeitures, if any, shall be allocated as of the last day of the
     Plan Year to the Employer Accounts of those Participants who are
     eligible to share in the allocation of contributions to that
     particular
     
     Employer Account (whether or not a contribution was made for that
     Plan Year) for that Plan Year in that particular Employer Account
     category with respect to which such forfeitures are attributable. 
     If the Plan is a Target Benefit Plan, forfeitures may only be used
     to reduce Employer Contributions, in accordance with Section 3.7.2.
     
     3.7.2  If the Employer has elected in the Adoption Agreement to use
     forfeiture to reduce contributions, then forfeitures shall be
     applied in the succeeding Plan Year to reduce Employer contributions
     in that particular Employer Account category to which such
     forfeitures were attributable.
     
     3.8  Establishing of Accounts
     
     3.8.1  An Elective Deferrals Account shall be established for each
     Eligible Participant who makes a 401(k) Election to which the
     Administrator shall credit, or cause to be credited, Elective
     Deferrals allocable to each such Participant, plus earnings or
     losses thereon.
     
     3.8.2  An Employer Contributions Account shall be established for
     each Participant to which the Administrator shall credit or cause to
     be credited Employer contributions pursuant to Section 3.1, and
     forfeitures attributable to such contributions, if any, plus
     earnings or losses thereon.
     
     3.8.3  An Employee Thrift Contributions Account shall be established
     for each Participant who makes Employee Thrift contributions to the
     Plan, to which the Administrator shall credit, or cause to be
     credited, all amounts allocable to each such Participant, plus
     earnings or losses thereon.
     
     3.8.4  A Matching 401(k) Contributions Account shall be established
     for each Participant for whom Matching 401(k) Contributions are
     made, to which the Administrator shall credit, or cause to be
     credited, all such amounts allocable to each such Participant, plus
     earnings or losses thereon.
     
     3.8.5  A Matching Thrift Contributions Account shall be established
     for each Participant for whom Matching Thrift contributions are
     made, to which the Administrator shall credit, or cause to be
     credited, all amounts allocable to each such Participant, plus
     earnings or losses thereon.
     
     3.8.6  A Participant Voluntary Nondeductible Contributions Account
     shall be established for each Participant who makes Participant
     Voluntary Nondeductible Contributions to the Plan, plus earnings or
     losses thereon.
     
     3.8.7  A Qualified Matching Contributions Account shall be
     established for each Eligible Participant for whom Qualified
     Matching contributions are made, to which the Administrator shall
     credit, or cause to be credited, all amounts allocable to each such
     Participant, plus earnings or losses thereon.
     
     3.8.8  A Qualified Nonelective Contributions Account shall be
     established for each Participant for whom Qualified Nonelective
     Contributions are made, to which the Administrator shall credit, or
     cause to be credited, all amounts allocable to each such
     Participant, plus earnings or losses thereon.
     
     3.8.9   Rollover Contributions Account shall be established for each
     Participant who contributes to the Plan pursuant to Section 3.3 to
     which the Administrator shall credit, or cause to be credited,
     Rollover Contributions made by the Participant, plus earnings or
     losses thereon.
     
     3.8.10  A Transferred Contributions Account shall be established for
     each Participant for whom assets are transferred from another
     Qualified Plan, to which the Administrator shall credit, or cause to
     be credited, transferred assets, plus earnings or losses thereon.
     
     3.9  Limitation on Amount of Allocations
     
     3.9.1  As used in this Section 3.9, each of the following terms
     shall have the meaning for that term set forth in this Section
     3.9.1:
     
     (A)  Annual Additions means, for each Participant, the sum of the
     following amounts credited to the Participant's Accounts for the
     Limitation Year:
     
     (i)  Employer Contributions within the meaning of IRS regulation
     1.415-6(b);
     
     (ii)  Employee Contributions;
     
     (iii)  forfeitures;
     
     (iv)  allocation under a simplified employee pension; and
     
     (v)  any Excess Amount applied under a Defined Contribution Plan in
     the Limitation Year to reduce Employer Contributions will also be
     considered as part of the Annual Additions for such Limitation Year.
     
     Amounts allocated after March 31, 1984, to an "individual medical
     benefit account" as defined in Code Section 415(1)(2) ("Individual
     Medical Benefit Account") which is part of a pension or annuity plan
     maintained by the Employer or Affiliate are treated as Annual
     Additions to a Defined Contribution Plan.  Also, amounts derived
     from contributions paid or accrued after December 31, 1985, in
     taxable years ending after that date, which are attributable to
     post-retirement medical benefits allocated to the separate account
     of a "key employee" as defined in Code Section 419A(d)(3) under a
     "welfare benefit fund" as defined in Code Section 419(e) ("Welfare
     Benefit Fund") maintained by the Employer or Affiliate, are treated
     as Annual Additions to a Defined Contribution Plan.
     
     (B)  Defined Benefit Dollar Limitations means $90,000 multiplied by
     the Adjustment Factor or such other limitation set forth in Code
     Section 415(b)(1) as in effect for the Limitation Year.
     
     (C)  Defined Benefit Fraction means a fraction, the numerator of
     which is the sum of the Projected Annual Benefits of the Participant
     involved under all Defined Benefit Plans (whether or not terminated)
     maintained by the Employer or Affiliate, and the denominator of
     which is the lesser of 125% of the Defined Benefit Dollar Limitation
     determined for the Limitation Year or 140% of the Participant's
     Highest Average Limitation Compensation, including any adjustments
     under Code Section 415(b).
     
     Notwithstanding the above, if the Participant was a Participant as
     of the first day of the first Limitation Year beginning after
     December 31, 1986, in one or more Defined Benefit Plans maintained
     by the Employer or Affiliate which were in existence on May 5, 1986,
     the denominator of this fraction will not be less than 125% of the
     sum of the annual benefits under such Plans which the Participant
     had accrued as of the close of the last Limitation Year beginning
     before January 1, 1987, disregarding any changes in the terms and
     conditions of the plans after May 5, 1986.  The preceding sentence
     applies only if the Defined Benefit Plans individually and in the
     aggregate satisfied the requirements of Code Section 415 for all
     Limitation Years beginning before January 1, 1987.
     
     (D)  Defined Contribution Dollar Limitation means $30,000 or if
     greater, one-fourth of the Defined Benefit Dollar Limitation as in
     effect for the Limitation Year.
     
     (E)  Defined Contribution Fraction means a fraction, the numerator
     of which is the sum of the Annual Additions to the Participant's
     Account or Accounts under all the Defined Contribution Plans
     (whether or not terminated) maintained by the Employer or Affiliate
     for the current and all prior Limitation Years (including the Annual
     Additions attributable to the Participant's nondeductible
     contributions to all Defined Benefit Plans, whether or not
     terminated, maintained by the Employer or Affiliate and the Annual
     Additions attributable to all Welfare Benefit Funds, Individual
     medical Benefit Accounts, and simplified employee pensions
     maintained by the Employer or Affiliate), and the denominator of
     which is the sum of the "maximum aggregate amounts" (as define in
     the following sentence) for the current and all prior Limitation
     Years of service with the Employer or Affiliate (regardless of
     whether a Defined Contribution Plan was maintained by the Employer
     or Affiliate).  The "maximum aggregate amount" in any Limitation
     Year is the lesser of (i) 125% of the Defined Benefit Dollar
     Limitation in effect under Code Section 415(c)(1)(A) or (ii) 35% of
     the Participant's Compensation for such year.
     
     If the Employee was a Participant as of the first day of the first
     Limitation Year beginning after December 31, 1986, in one or more
     Defined Contribution Plans maintained by the Employer or Affiliate
     in existence on May 5, 1986, the numerator of this fraction will be
     adjusted if the sum of this fraction and the Defined Benefit
     Fraction would otherwise exceed 1.0 under the terms of this Plan. 
     Under the adjustment, an amount equal to the product of (A) the
     excess of the sum of the fractions over 1.0 times (B) the
     denominator of this fraction will be permanently subtracted from the
     numerator of this fraction.  The adjustment is calculated using the
     fractions as they would  be computed as of the later of the end of
     the last Limitation Year beginning before January 1, 1987, and
     disregarding any changes in the terms and conditions of the Plans
     made after May 6, 1986, but using the Code Section 415 limitation
     applicable to the first Limitation Year beginning on or after
     January 1, 1987.  The Annual Addition for any Limitation Year
     beginning before January 1, 1987, shall not be recomputed to treat
     all Participant contributions as Annual Additions.
     
     (F)  Excess Amounts means the excess of the Participant's Annual
     Additions for the Limitation Year involved over the Maximum
     Permissible Amount for that Limitation Year.
     
     (G)  Highest Average Limitation Compensation means the average
     Compensation as defined in Code Section 415(c)(3) of the Participant
     involved for that period of three consecutive Years of Service with
     the Employer or Affiliate for if the Participant has less than three
     such Years of Service, the actual number thereof) that produces the
     highest average.
     
     (H)  Limitation Compensation means Compensation, as defined in
     either (i), (ii) or (iii) below, as specified in the Adoption
     Agreement:
     
     (i)  Code Section 415 Safe-Harbor Compensation
     
     For an Employee other than a Self-Employed Individual, the
     Employee's earned income, wages, salaries, and fees for professional
     services and other amounts received (without regard to whether or
     not an amount is paid in cash) for personal services actually
     rendered in the course of Employment (including, but not limited to,
     commissions paid salesmen, compensation for services on the basis of
     a percentage of profits, commissions on insurance premiums, tips,
     bonuses, fringe benefits, and reimbursement or other expense
     allowances under a non-accountable plan (as described in Reg. 1.62-
     2(c)) and excluding the following:
     
     (1)  Employer contributions to a plan of deferred compensation which
     are not includible in the Employee's gross income for the taxable
     year in which contributed, or contributions under a "simplified
     employee pension" plan (within the meaning of Code Section 409(k))
     to the extent such contributions are deductible by the Employee, or
     any distributions from a plan of deferred compensation;
     
     (2)  amounts realized from the exercise of a non-qualified stock
     option, or when restricted stock (or other property) held by the
     Employee either becomes freely "transferable" or is no longer
     subject to a "substantial risk of forfeiture" (both quoted terms
     within the meaning of Code Section 83(a));
     
     (3)  amounts realized from the sale, exchange or other disposition
     of stock acquired under a qualified stock option; and 
     
     (4)  other amounts which received special tax benefits, or
     contributions made (whether or not under a salary reduction
     agreement) towards the purchase of an annuity described in Code
     Section 403(b) (whether or not the amounts are actually excludable
     from the gross income of the Employee).
     
     For Limitation Years beginning after December 31, 1991, Limitation
     Compensation shall include only that compensation which is actually
     paid or made available during the Limitation Year.
     
     (ii)  Information required to be reported under Section 6041 and
     6051.  ("Wages, Tips and other Compensation Box" Form W-2).
     
     Limitation compensation is defined as wages as defined in Code
     Section 3401(a) and all other payments of compensation to an
     Employee by the Employer (n the course of the Employer's trade or
     business) for which the Employer is required to furnish the Employee
     a written statement under Section 6041(d) and 6051(a)(3) of the
     Code. Compensation must be determined without regard to any rules
     under Section 3401(a) that limit the remuneration included in wages
     based on the nature or location of the employment or the services
     performed (such as the exception for agricultural labor in Section
     3401(a)(2)).
     
     (iii)  Code Section 3401(a) wages
     
     Limitation Compensation is defined as wages within the meaning of
     Code Section 3401(a) for the purposes of income tax withholding at
     the source but determined without regard to any rules that limit the
     remuneration included in wages based on the nature or location of
     the employment or the services performed (such as the exception for
     agricultural labor in Code Section 3401(a)(2)).
     
     Without regard to the definition of Limitation Compensation elected
     by the Employer, for a Self-Employed Individual, Limitation
     Compensation means his or her Earned Income, provided that if the
     Self-Employed Individual is not a Participant for an entire Plan
     Year, his or her Limitation Compensation for that Plan Year shall be
     his or her Earned Income for that Plan Year multiplied by a fraction
     the numerator of which is the number of the days he or she is a
     Participant during the Plan Year and the denominator of which is the
     number of days in the Plan Year.  Additionally, Limitation
     compensation for a Participant in a Defined Contribution Plan who is
     permanently and totally disabled (as defined in Code Section 22(e))
     is the compensation such Participant would have received for the
     Limitation Year if the Participant had been paid at the rate of
     compensation paid immediately before becoming disabled; such imputed
     compensation may be taken into account only if the Participant is
     not a Highly Compensated Employee and contributions made on behalf
     of such Participant are nonforfeitable when made.
     
     (1)  Maximum Permissible Amount means the maximum Annual Addition
     which may be contributed or allocated to a Participant's Account
     under the Plan for any Limitation Year.  The maximum Annual Addition
     shall not exceed the lesser of: (a) the Defined Contribution Dollar
     Limitation, or (b) 25% of the Participant's Compensation for the
     Limitation Year.
     
     The Compensation limitation referred to in (b) shall not apply to
     any contribution for medical benefits (within the meaning of Code
     Sections 401(h) or 419A(f)(2)) which is otherwise treated as an
     Annual Addition under Code Section 415(1)(1) or 419A(d)(2).  If a
     short Limitation Year is created because of an amendment changing
     the Limitation Year to a different 12-consecutive month period, the
     Maximum Permissible Amount will not exceed the Defined Contribution
     Dollar Limitation multiplied by the following fraction:
     
     Number of months in the short Limitation Year-12
     
     (J)  Projected Annual Benefit means the annual retirement benefit
     (adjusted to an actuarially equivalent straight life annuity if such
     benefit is expressed in a form other than a straight life annuity or
     Qualified Joint and Survivor Annuity) to which the Participant would
     be entitled under the terms of a Defined Benefit Plan assuming:
     
     (i)  the Participant continues in employment with the Employer or
     Affiliate until the Participant's "normal retirement age" under the
     Plan within the meaning of Code Section 411(a)(8) (or the
     Participant's current age, if later); and
     
     (ii)  the Participant's Limitation Compensation for the current
     Limitation Year and all other relevant factors used to determine
     benefits under the Plan will remain constant for all future
     Limitation Years.
     
     3.9.2  The provisions of this subsection 3.9.2 apply with respect to
     a Participant who does not participate in, and has never
     participated in, another Qualified Plan, a Welfare Benefit Fund or
     an Individual Medical Benefit Account or a simplified employee
     pension, as defined in Code Section 401(k) maintained by the
     Employer or an Affiliate, which provides an Annual Addition as
     defined in Section 3.9.1(A) of the Plan, other than this Plan:
     
     (A)  The amount of Annual Additions which may be credited to the
     Participant's Account for any Limitation Year will not exceed the
     lesser of the Maximum Permissible Amount or any other limitation
     contained in this Plan.  If the Employer Contribution that would
     otherwise be contributed or allocated to the Participant's Account
     would cause the Annual Additions on behalf of the Participant for
     the Limitation Year to exceed the Maximum Permissible Amount with
     respect to that Participant for the Limitation Year, the amount
     contributed or allocated will be reduced so that the Annual
     Additions on behalf of the Participant for the Limitation Year will
     equal such Maximum Permissible Amount.
     
     (B)  Prior to determining the Participant's actual Limitation
     Compensation for a Limitation Year, the Employer may determine the
     Maximum Permissible Amount for the Participant for the Limitation
     Year on the basis of a reasonable estimation of the Participant's
     Compensation for that Limitation Year.  Such estimated Compensation
     shall be uniformly determined for all Participants similarly
     situated.
     
     (C)  As soon as is administratively feasible after the end of a
     Limitation Year, the Maximum Permissible Amount for the Limitation
     Year will be determined on the basis of the Participants actual
     compensation for the Limitation Year.
     
     (D)  If pursuant to Section 3.9.2(C) or as a result of the
     allocation of forfeitures, there is an Excess Amount with respect to
     the Participant for a Limitation Year, the Excess Amount shall be
     disposed of as follows:
     
     (i)  First, any contribution to the Participant's Elective Deferrals
     Account, Participant Voluntary Nondeductible contributions Account
     or Employee Thrift contributions Account, if applicable and any
     earnings allocable thereto will be distributed to the Participant to
     the extent that the return thereof would reduce the Excess Amount in
     such Participant's Accounts;
     
     (ii)  If after the application of Section 3.9.2(D)(i) an Excess
     Amount still exists, and the Participant is covered by the Plan at
     the end of the Limitation Year, the remaining Excess Amount in the
     Participant's Account will be used to reduce Employer contributions
     (including allocation of any forfeitures)under this Plan for such
     Participant in the next Limitation Year, and in each succeeding
     Limitation Year, if necessary.  (iii)  If after the application of
     Section 3.9.2(D)(i) an Excess Amount still exists, and the
     Participant is not covered by the Plan at the end of the Limitation
     Year, the Excess Amount will be held unallocated in a suspense
     account.  The suspense account will be applied to reduce future
     Employer contributions under this Plan for all remaining
     Participants in the next Limitation Year, and in each succeeding
     Limitation Year, if necessary; provided, however, that if all or any
     part of the Excess Amount held in a suspense account is attributable
     to a Participant's Elective Deferrals, such Excess Amount shall be
     held unallocated in a suspense account to be used for such
     Participant in the next Limitation year and each succeeding
     Limitation Year as an Elective Deferral if such Participant is
     covered by the Plan in the next and each succeeding Limitation Year,
     if necessary.
     
     (iv)  If a suspense account is in existence at any time during a
     Limitation Year pursuant to Section 3.9.2(d)(iii), the suspense
     account will not participate in the allocation of the Trust Fund's
     investment gains or losses to or from any other Account.  If a
     suspense account is in existence at any time during a particular
     Limitation Year, all amounts in the suspense account must be
     allocated and reallocated to Participants' Accounts before any
     Employer or Participant contributions may be made to the Plan for
     the Limitation Year.  Excess Amounts, other than those Excess
     Amounts referred to in Section 3.9.2(d)(i), may not be distributed
     to Participants or Former Participants.
     
     3.9.3  The provisions of this subsection 3.9.3 apply with respect to
     a Participant who, in addition to this Plan, is covered or has been
     covered under one or more Defined Contribution Plans which are
     Master or Prototype Plans, Welfare Benefit Funds an Individual
     Medical Benefit Account or a simplified employee pension will be
     deemed to have been allocated first, followed by Annual Additions to
     a Welfare Benefit Fund or Individual Medical Benefit Account
     regardless of the actual allocation date.
     
     (E)  If an Excess Amount was allocated to a Participant on an
     allocation date of this Plan which coincides with an allocation date
     of another such plan, the Excess Amount attributed to this Plan will
     be the product of:
     
     (i)  the total Excess Amount allocated as of such date, times
     
     (ii)  the ratio of (A) the Annual Additions allocated to the
     Participant for the Limitation Year as of such date under this Plan
     to (B) the total Annual Additions allocated to the Participant for
     the Limitation Year as of such date under this Plan and all of the
     other plans referred to in the first sentence of this Section 3.9.3.
     
     (F)  Any Excess Amount attributed to this Plan will be disposed in
     the manner described in Section 3.9.2(D).
     
     3.9.4  If a Participant is covered under one or more Defined
     Contribution Plans, other that this Plan, maintained by the Employer
     or an Affiliate which are not Master or Prototype Plans, or Welfare
     Benefit Funds or an Individual medical Benefit Account maintained by
     the Employer, Annual Additions which may be credited to the
     Participant's Account under this Plan for any Limitation Year shall
     be limited in accordance with the provisions of subsections 3.9.3(A)
     - (F) above as though each such other plan was a Master or Prototype
     Plan.
     
     3.9.5  If the Employer maintains, or at any time maintained, a
     Defined Benefit Plan covering any Participant in this Plan, the sum
     of the Participant's Defined Benefit Fraction and Defined
     Contribution Fraction will not exceed 1.0 in any Limitation Year. 
     If such sum would otherwise exceed 1.9 and if such Defined Benefit
     Plan does not provide for a reduction in benefits thereunder, Annual
     Additions which may be credited to a Participant's Account under
     this Plan for any Limitation Year shall be limited in accordance
     with the provisions of Section 3.9.2.
     
     3.9.6  If required pursuant to Section 4.4.4, "100%" shall be
     substituted for "125%" wherever the latter percentage appears in
     this Section 3.9.
     
     3.10  Return of Employer Contributions Under Special Circumstances
     Notwithstanding any provision of this Plan to the contrary, upon
     timely written demand by the Employer or the Administrator to the
     Trustee:
     
     (A)  Any contribution by the Employer to the Plan under a mistake of
     fact shall be returned to the Employer by the Trustee within one
     year after the payment of the contribution.
     
     (B)  Any contribution made by the Employer incident to the
     determination by the commissioner of Internal Revenue that the Plan
     is initially a Qualified Plan shall be returned to the Employer by
     the Trustee within one year after notification from the Internal
     Revenue Service that the Plan is not initially a Qualified Plan but
     only if the application for the qualification is made by the time
     prescribed by law for filing the Employer's return for the taxable
     year in which the Plan is adopted, or such later date as the
     Secretary of the Treasury may prescribe.
     
     (C) In the event the deduction of a contribution made by the
     Employer is disallowed under Code Section 404, such contribution (to
     the extent disallowed) must be returned to the Employer within one
     year of the disallowance of the deduction.
     
     ARTICLE IV VESTING
     
     4.1  Determination of Vesting
     
     4.1.1  A Participant shall at all times have a vested percentage of
     100% in the Account Balance of each of his or her Participant
     Contributions Accounts, 401(k) Contributions Accounts, Rollover
     contributions Account and Transferred Account.
     
     4.1.2  A Participant shall have a vested percentage of 100% in his
     or her Account Balance of each of his or her employer Accounts if he
     or she terminates Employment due to the attainment of Normal
     Retirement Age, Early Retirement specified in the Adoption
     Agreement, if elected by the Employer in the Adoption Agreement, or
     upon Disability or death.
     
     4.1.3  The vested percentage of a Participant in the Account Balance
     of each of his or her Employer Accounts not vested pursuant to
     Section 4.1.1 or 4.1.2 shall be determined in accordance with the
     vesting rule or schedule specified in the Adoption Agreement.
     
     4.2  Rules for Crediting Vesting Service
     
     4.2.1  Subject to Section 4.2.2, Years of Service shall be credited
     for purposes of determining a Participant's Vesting Service as
     specified in the Adoption Agreement.  If the Employer maintains the
     plan of a predecessor employer, service with such predecessor
     employer shall be treated as service with the Employer for purposes
     of Vesting Service.
     
     4.2.2  An Employee who terminates Employment with no vested
     percentage in an Employer Account shall, if he or she returns to
     Employment, have no credit for Vesting Service prior to such
     termination of Employment if his or her Period of Severance equals
     or exceeds five years.
     
     4.2.3  Vesting Service of an Employee following a Period of
     Severance of five years or more shall not be counted for the purpose
     of computing his or her vested percentage in his or her Employer
     Accounts derived from contributions accrued prior to the Period of
     Severance.  If applicable, separate records shall be maintained
     reflecting the Participant's vested rights in his or her Account
     Balance attributable to service prior to the Period of Severance and
     reflecting the Participant's vested percentage in his or her Account
     Balance attributable to service after the Period of Severance. 
     Vesting Service prior to and following an Employee's Period of
     Severance shall be counted for purposes of computing his or her
     vested percentage in an Employer Account derived from contributions
     made after the Period of Severance.
     
     4.3  Employer Accounts Forfeitures
     
     4.3.1  Subject to Section 5.6, upon the Nonvested Separation of a
     Participant, the nonvested portion of each Employer Account of such
     Participant will be forfeited as of the date of termination of
     Employment.
     
     Upon the Partially Vested Separation of a Participant, the nonvested
     portion of each Employer Account of such Participant will be
     forfeited as of the date of termination of Employment; provided,
     however, that such Participant receives a distribution in accordance
     with Section 5.6.  If a Participant does not receive a distribution
     following his or her termination of Employment, the nonvested
     portion of each Employer Account of the Participant shall be
     forfeited following a Period of Severance of five years.
     
     4.3.2  If the Employer elects in the Adoption Agreement to
     reallocate forfeitures, forfeitures for a Plan Year shall be
     allocated n accordance with Section 3.7.1.  If the Employer elects
     in the Adoption Agreement to use forfeitures to reduce Employer
     contributions, forfeitures shall be applied in accordance with
     Section 3.7.2.
     
     4.4  Top Heavy Provisions
     
     4.4.1  As used in this Section 4.4, each of the following terms
     shall have the meaning for that term set forth in this Section
     4.4.1:
     
     (A)  Determination Date means, for any Plan Year subsequent to the
     first Plan Year, the last day of the preceding Plan year.  For the
     first Plan Year of the Plan, the last day of that year.
     
     (B)  Permissive Aggregation Group means the Required Aggregation
     Group of plans plus any other plan or plans of the Employer or
     Affiliate which, when considered as a group with the Required
     Aggregation Group, would continue to satisfy the requirements of
     Code Sections 401(a)(4) and 410.
     
     (C)  Required Aggregation Group means (i) each Qualified Plan of the
     Employer or Affiliate in which at least one key Employee
     participates or participated at any time during the determination
     period (regardless of whether the Plan has terminated), and (ii) any
     other qualified plan of the Employer or Affiliate which enables a
     plan describe in (i) to meet the requirements of Code Sections
     401(a)(4) or 410.
     
     (D)  Super Top-Heavy means, for any Plan Year beginning after
     December 31, 1983, the Plan if any Top-Heavy Ratio as determined
     under the definition of Top-Heavy Plan exceeds 90%.
     
     (E)  Top-Heavy Plan means, for any Plan Year beginning after
     December 31, 1983, the Plan if any of the following conditions
     exists:
     
     (i)  If the Top-Heavy Ratio for the Plan exceeds 60% and the Plan is
     not part of any Required Aggregation Group or Permissive Aggregation
     Group of Plans.
     
     (ii)  If the Plan is a part of a Required Aggregation Group of plans
     but not part of a Permissive Aggregation Group and the Top-Heavy
     Ratio for the group of plans exceeds 60%.
     
     (iii)  If the Plan is a part of a Required Aggregation Group and
     part of a Permissive Aggregation Group of plans and the Top-Heavy
     Ratio for the Permissive Aggregation Group exceeds 60%.
     
     (F)  Top-Heavy Ratio means
     
     (i)  If the Employer or Affiliate maintains one or more Defined
     Contribution Plans (including any Simplified Employee Pension Plan)
     and the Employer or Affiliate has never maintained any Defined
     Benefit Plan which during the five-year period ending on the
     Determination Date has or has had accrued benefits, the Top-Heavy
     Ratio for this Plan alone or for the Required or Permissive
     Aggregation Group as appropriate is a fraction, the numerator of
     which is the sum of the Account A BALANCES of all key Employees as
     of the Determination Date (including any part of any Account Balance
     distributed in the five-year period ending on the Determination
     Date), and the denominator of which is the sum of all Account
     Balances (including any pat of any Account Balance distributed in
     the five-year period ending on the Determination Date), both compute
     in accordance with Code Section 416.  Both the numerator and
     denominator of the Top-Heavy Ratio are increased to reflect any
     contribution not actually made as of the Determination Date, but
     which is required to be taken into account on that date under Code
     Section 416.
     
     (ii)  If the Employer or an Affiliate maintains one or more Defined
     Contribution Plans (including any Simplified Employee Pension Plan)
     an the Employer or an Affiliate maintains or has maintained one or
     more Defined Benefit Plans which during the five-year period ending
     on the Determination Date has or has had any accrued benefits, the
     Top-Heavy Ratio for any Required or Permissive Aggregation Group as
     appropriate is a fraction, the numerator of which is the sum of
     Account Balances under the aggregated Defined Contribution Plans for
     all key Employees, determined n accordance with (i) above, and the
     present value of accrued benefits under the aggregated Defined
     Benefit Plans for all key Employees as of the Determination Date,
     and the denominator of which is the sum of the Account Balance under
     the aggregated Defined Contribution Plans for all Participants,
     determined in accordance with (i) above, and the present value of
     accrued benefits under the Defined Benefit Plans for all
     Participants as of the Determination Date, all determine in
     accordance with Code Section 416.  The accrued benefit under a
     Defined Benefit Plan in both the numerator and denominator of the
     Top-Heavy Ratio are increased for any distribution of an accrued
     benefit made in the five-year period ending on the Determination
     Date.
     
     (iii)  For purposes of (i) and (ii) above, the value of Account
     Balances and the present value of accrued benefits will be
     determined as of the most recent Valuation Date that falls within or
     ends with the 12-month period ending on the Determination Date,
     except as provided in Code Section 416 for the first and second Plan
     Years of a Defined Benefit Plan.  The Account Balances and accrued
     benefits of a Participant (1) who is not a key Employee but who was
     a key Employee in a prior year, or (2) who has not been credited
     with at least one Hour of Service with the Employer or an Affiliate
     at any time during the five-year period ending on the Determination
     Date, will be disregarded.  The calculation of the Top-Heavy Ratio,
     and the extent to which distributions, rollovers, and transfers are
     taken into account will be made in accordance with Code Section 416.
     
     Elective Deferrals will not be taken into account for purposes of
     computing the Top-Heavy Ratio.  When aggregating plans the value of
     Account Balances and accrued benefits will be calculated with
     reference to the Determination Dates that fall within the same
     calendar year.
     
     The accrued benefit of a Participant who is not a key Employee shall
     be determined under (A) the method, if any, that uniformly applies
     for accrual purposes under all Defined Benefit Plans or (B) if there
     is s no such method, as if such benefit accrued not more rapidly
     than the slowest accrual rate permitted under the fractional rule of
     Code Section 411(b)(1)(C).
     
     4.4.2  If the Plan is determined to be a Top-Heavy Plan or a Super
     Top Heavy Plan as of any Determination Date after December 31, 1983,
     then the Top-Heavy vesting schedule specified in the Adoption
     Agreement, beginning with the first Plan Year commencing after such
     Determination Date, shall apply on for those Plan Years in which the
     Plan continues to be a Top-Heavy Plan or Super Top-Heavy Plan, as
     the case may be.
     
     4.4.3 (A) Except as provided in Sections 4.4.3(C) and (D), for any
     Plan Year in which the Plan is a Top-Heavy Plan, contributions and
     forfeitures allocated to the Employer Contributions Account of any
     Participant who is not a key employee in respect of that Plan Year
     shall not be less than the lesser of:
     
     (i)  3% of such Participant's Limitation Compensation, or
     
     (ii)  if the Employer has no Defined Benefit Plan which designates
     this Plan to satisfy code Section 401, the largest percentage of
     contributions and forfeitures, as a percentage of the key Employee's
     Limitation Compensation, allocated to the Employer Contributions
     Account of any key Employee for that year.  The minimum allocation
     is determined without regard to any Social Security contribution. 
     This minimum allocation shall be made even though, under other Plan
     provisions, the Participant would not otherwise be entitled to
     receive an allocation, or would have received a lesser allocation
     for the Plan Year because of (a) the Participant's failure to
     complete a Year of Service, (b) the Participant's failure to make
     mandatory Participant contributions to the Plan or (c) compensation
     less than a stated amount.
     
     (B)  For purposes of computing the minimum allocation, a
     Participant's Limitation compensation will be applied.
     
     (C)  The provision in (A) above shall not apply to any Participant
     who was not employed by the Employer or an Affiliate on the last day
     of the Plan Year.
     
     (D)  If the Employer or an Affiliate has executed Adoption
     Agreements covering Participants by a plan which is a profit-sharing
     plan and by another plan which is a money purchase pension plan or
     a target benefit plan, the minimum allocation specified in the
     preceding Section 4.4.3(A) shall be provided by the money purchase
     pension plan or by the target benefit plan, as the case may be.  If
     a Participant is covered under this Plan and a Defined Benefit Plan
     maintained pursuant to Adoption Agreements offered by the Sponsor,
     the minimum allocation specified in the preceding Section 4.4.3(A)
     shall not be applicable and the Participant shall receive the
     minimum benefit specified in the Defined Benefit Plan.
     
     (E)  With respect to any profit-sharing or money purchase pension
     plan which becomes Top-Heavy and is integrated with Social Security,
     prior to making, the allocations specified in the Adoption
     Agreement, anything contained therein to the contrary
     notwithstanding, there shall be an allocation of the Employer
     Contribution to each eligible Participant's Employer Contribution
     Account in the ratio that each such Participant's Limitation
     Compensation for the Plan Year bears to the Limitation Compensation
     of all such Participants for the Plan Year, but not in excess of 3%
     of such Limitation Compensation.
     
     4.4.4  If the Plan becomes a Top-Heavy Plan, then the maximum
     benefit which can be provided under Section 3.9 shall continue to be
     determined by applying "125%" wherever it appears in that Section
     and by substituting "4%" for "3%" wherever that appears in Section
     4.4.3.  However, if the Plan becomes a Super Top-Heavy Plan, the
     maximum benefit which can be provided under Section 3.9 shall be
     determined by substituting "100%" for "125%" wherever the latter
     percentage appears and the 3% minimum contribution provided for in
     Section 4.4.4 shall remain unchanged.
     
     4.4.5  Beginning with the Plan Year in which this Plan is Top-Heavy,
     one of the minimum Top-Heavy vesting schedules as specified in the
     Adoption Agreement will apply.  The minimum vesting schedules
     applies to all benefits within the meaning of Code Section 411(a)(7)
     except those attributable to Employee contributions, including
     benefits accrued before the effective date of Code Section 416 and
     benefits accrued before the Plan became Top-Heavy.  However, this
     Section 4.4 does not apply to the Account Balances of any Employee
     who does not have an Hour of Service after the Plan has initially
     become Top-Heavy and such Employee's vesting in his or her Employer
     contributions Account will be determined without regard to this
     Section 4.4.  The minimum allocation pursuant to Section 4.4.3 (to
     the extent required to be nonforfeitable under Code Section 416(b))
     may not be forfeited under Code Section 411(a)(3)(B) or Code Section
     411(a)(3)(D).
     
     ARTICLE V
     AMOUNT AND DISTRIBUTION OF BENEFITS,
     WITHDRAWALS AND LOANS
     
     5.1  Distribution Upon Termination of Employment
     
     5.1.1 Subject to Section 5.1.2, a Participant's Benefit Commencement
     Date shall be as soon as practicable following his or her Fully
     Vested Separation, Partially Vested Separation or Nonvested
     Separation, if applicable, and in accordance with Section 5.6.  If
     the Plan includes a CODA feature, each 401(k) Contributions Account
     of a Participant shall be payable in accordance with the events
     specified in Section 1.27 of the Plan.
     
     5.1.2  If specified in the Adoption Agreement, a Participant's
     Benefit Commencement Date shall be deferred until the earliest of
     his or her Normal Retirement Age, Disability, or if elected by the
     Employer in the Adoption Agreement, Early Retirement.  If a
     Participant terminates Employment after satisfying any service
     requirement for Early Retirement specified in the Adoption
     Agreement, he or she shall be entitled to elect to receive a
     distribution of his or her vested Employer Accounts upon
     satisfaction of any age requirement for Early Retirement.
     
     5.2  Amount of Benefits Upon a Fully Vested Separation
     
     A Participant's benefit upon his or her Fully Vested Separation for
     any reason other than Disability shall be the Account Balance of all
     of his or her Accounts determined in accordance with Section 10.6.2.
     
     5.3  Amount of Benefits Upon a Partially Vested Separation
     
     A Participant's benefits upon his or her Partially Vested Separation
     for any reason other than Disability shall be:  (A) the Account
     Balance of his or her Employer Accounts determined in accordance
     with Section 10.6.2 multiplied by his or her vested percentage
     determined pursuant to Section 4.1.3, or, if applicable, Section
     4.4.2., plus (B) the Account Balance of his or her other Accounts
     determined in accordance with Section 10.6.2.
     
     5.4  Amount of Benefits Upon a Nonvested Separation
     
     A Participant's benefits upon his or her Nonvested Separation shall
     be the Account Balance of his or her Accounts other than Employer
     Accounts, if any, determined in accordance with Section 10.6.2.
     
     5.5  Amount of Benefits Upon a Separation Due to Disability
     
     If a Participant terminates Employment do to a Disability, his or
     her benefit shall be the Account Balance of all of his or her
     Accounts determined as a Fully Vested Separation in accordance with
     Section 5.2 and Section 10.6.2.  The Benefit Commencement Date of
     any such Participant on whose behalf contributions are being made
     pursuant to Section 3.1.4 shall be soon as practicable after the
     date such contributions cease.
     
     5.6  Distribution and Restoration
     
     5.6.1  If, upon a Participant's termination of Employment, the
     vested Account Balance of his or her Accounts as of the applicable
     Valuation Date is equal to or less than $3,500, such Participant
     will receive a distribution of his or her entire vested benefit and
     the nonvested portion will be treated as forfeiture.  If the value
     of a Participant's vested Account is zero, the Participant shall be
     deemed to have received a distribution of such vested Account.
     
     5.6.2  If, upon a Participant's termination of Employment, the
     vested Account Balance of his or her Accounts has of the applicable
     Valuation Date exceeds $3,500, the Participant may elect, in
     accordance with Article VI, to receive a distribution of the entire
     vested portion of such Accounts and the nonvested portion, if any,
     will be treated as a forfeiture.
     
     5.6.3  If the vested Account Balance of a Participant's Account as
     of the applicable Valuation Date has an aggregate value exceeding
     (or at the time of any prior distribution exceeded) $3,500, and the
     Participant's benefit is Immediately Distributable, the Participant
     and the Participant's Spouse (or where either the Participant or the
     Spouse has died, the survivor) must consent to any distribution of
     such benefit.  The consent of the Participant and the Participant's
     Spouse shall be obtained in writing within the 90-day period ending
     on the Participant's Benefit Commencement Date; provided, however,
     that if the Plan is a profit-sharing plan and Section 6.1.2 applies,
     the consent of the Participant's Spouse will not be required.  The
     Administrator shall notify the Participant and the Participant's
     Spouse of the right to defer any distribution until the
     Participant's benefit is no longer Immediately Distributable.  Such
     notification shall include a general description of the material
     features, and an explanation of the relative values of, the optional
     forms of benefit available under the Plan in a manner that would
     satisfy the notice requirements of Code Section 417(a)(3), and shall
     be provided no less than 30 days and no more than 90 days prior to
     the Benefit Commencement Date.
     
     5.6.4  Notwithstanding the foregoing, only the Participant need
     consent to the commencement of a distribution in the form of a
     Qualified Joint and Survivor Annuity while the Participant's benefit
     is Immediately Distributable.  Neither the consent of the
     Participant nor the Participant's Spouse shall be required to the
     extent that a distribution is required to satisfy Code Section
     401(a)(9) or Code Section 415.
     
     5.6.5  For purposes of determining the applicability of the
     foregoing consent requirements to distributions made before the
     first day of the first Plan Year beginning after December 31, 1988,
     the Participant's vested benefit shall not include amounts
     attributable to accumulated deductible Participant contributions
     within the meaning of Code Section 72(o)(5)(B).
     
     5.6.6  If a Participant, who after termination of Employment
     received a distribution and forfeited any portion of an Employer
     Account or is deemed to have received a distribution in accordance
     with Section 5.6.1, resumes Employment, he or she shall have the
     right, while an Employee, to repay the full amount previously
     distributed from such Employer Account.  Such repayment must occur
     before the earlier of (i) the date of which he or she would have
     incurred a Period of Severance of five years commencing after the
     distribution of (ii) five years after the first date on which the
     Participant is subsequently reemployed.  If the Participant makes a
     repayment, the Account Balance of his or her relevant Employer
     Account shall be restored to its value as of the date of
     distribution.  The restored amount shall be derived from forfeitures
     during the Plan Year and, if such forfeitures are not sufficient,
     from a contribution by the Employer made as of that date (determined
     without reference to Net Profits).  If an employee who had a
     Nonvested Separation and was deemed to receive a distribution
     resumes Employment before a Period of Severance of five years, his
     or her Employer Account will be restored, upon reemployment, to the
     amount on the date of such deemed distribution.
     
     5.7  Withdrawals During Employment
     
     5.7.1  If the Plan is a profit-sharing plan, and if the Employer has
     elected in the Adoption Agreement to permit withdrawals during
     Employment, prior to termination of Employment, each Participant
     upon attainment of age 59-1/2 may elect to withdraw, as of the
     Valuation Date next following the receipt of an election by the
     Administrator, and upon such notice as the Administrator may
     require, all or any part of the vested Account Balance of all of his
     or her Accounts, as of such Valuation Date.
     
     5.7.2  Notwithstanding Section 5.7.1, prior to termination of
     Employment, each Participant with a Rollover Contributions Account
     and/or a Participant Voluntary Nondeductible Contributions Account
     may elect to withdraw, as of the Valuation Date next following the
     receipt of an election by the Administrator, and upon such notice as
     the Administrator may require, all or any of such Account, as of
     such Valuation Date.
     
     5.7.3  The Administrator may establish from time to time rules and
     procedures with respect to any withdraws including the order of
     Accounts from which such withdrawals shall be made.
     
     5.7.4  No forfeitures shall occur as a result of a withdrawal
     pursuant to this Section 5.7.
     
     5.7.5  If a Participant is married at the time of such election, the
     Participant's Spouse must consent to such a withdrawal in the same
     manner as provided in Section 6.2.4; provided, however, that if the
     Plan is a profit sharing plan and Section 6.1.2 applies, the consent
     of the Participant's Spouse will not be required.
     
     5.8  Loans
     
     5.8.1  If the Employer has elected in the Adoption Agreement to make
     loans available, a Participant may submit an application to the
     Administrator to borrow from any Account maintained for the
     Participant (on such terms and conditions as the Administrator shall
     prescribe) an amount which when added to the outstanding balance of
     all other loans to the Participant would not exceed the lesser of
     (a) $50,000 reduced by the excess (if any) of the highest
     outstanding balance of loans during the one year period ending on
     the day before the loan is made, over the outstanding balance of
     loans from the Plan on the date the loan is made, or (b) 50% of the
     vested portion of his or her Account from which the borrowing is to
     be made as of the Valuation Date next following the receipt of his
     or her loan application by the Administrator and the expiration of
     such notice period as the Administrator may require.  For this
     purpose, all loans from Qualified Plans of the Employer or an
     Affiliate shall be aggregated, and an assignment or pledge of any
     portion of the Participant's interest in the Plan, and a loan,
     pledge or assignment with respect to any insurance contract
     purchased under the Plan, will be treated as a loan under this
     Section 5.8.1.
     
     5.8.2     If approved, each such loan shall comply with the following
     conditions:
     
     (A)  it shall be evidenced by a negotiable promissory note;
     
     (B)  the rate of interest payable on the unpaid balance of such loan
     shall be a reasonable rate determined by the Administrator;
     
     (C)  the Participant must obtain the consent of his or her Spouse,
     if any, within 90-day period before the time an Account is used as
     security for the loan; provided, however, that if the Plan is a
     profit-sharing plan that meets the requirements in Section 6.1.2 of
     the Plan, the consent of the Participant's Spouse will not be
     required.  A new consent is required if an Account is sued for any
     increase in the amount of security.  The consent shall comply with
     the requirements of Section 6.2.4, but shall be deemed to meet any
     requirements contained in section 6.2.4 relating to the consent of
     any subsequent Spouse.  A new consent shall be required if an
     Account is used for renegotiation, extension, renewal, or other
     revision of the loan;
     
     (D)  the loan, by its terms, must require repayment (principal and
     interest) be amortized in level payments, not less frequently than
     quarterly, over a period not extending beyond five years from the
     date of the loan; provided, however, that if the proceeds of the
     loan are used to acquire a dwelling unit which within a reasonable
     time (determined at the time the loan is made) will be used as the
     principal residence of the Participant, the repayment schedule may
     be for a term in excess of five years; and 
     
     (E)  the loan shall be adequately secured and may be secured by no
     more than 50% of the Participant's vested interest in the Account
     Balance of his or her Accounts.
     
     5.8.3     If a Participant or Beneficiary requests and is granted a
     loan, and the loan is made from Participant-Directed Assets,
     principal and interest payments with respect to the loan shall be
     credited solely to the Account of the borrowing Participant from
     which the loan was made.  Any loss caused by nonpayment or other
     default on a Participant's loan obligations shall be charged solely
     to that Account.  Any other loan shall be treated as an investment
     of the Trust Fund and interest and principal payments on account
     thereof shall be credited to the Trust Fund.  The Administrator
     shall determine the order of Accounts from which a loan may be made.
     
     
     5.8.4     Anything herein to the contrary notwithstanding:
     
     (A)  in the event of a default, foreclosure on the promissory note
     will not occur until a distributable event occurs under this Article
     V;
     
     (B)  no loan will be made to any Owner-Employee or to any
     "shareholder-employee" of the Employer or a Participant Affiliate or
     with respect to any amounts attributable to a Rollover Contribution
     or a trust to trust transfer and relating to prior participation by
     such an individual in a Qualified Plan.  For this purpose, a
     "shareholder-employee" means an employee or officer of an electing
     small business, 8.e.,on "S corporation" as defined in Code Section
     1361, who owns (or is considered as owning within the meaning of
     Code Section 318(a)(1) on any day during the taxable year of such
     corporation, more than 5% of the outstanding stock of the
     corporation; and 
     
     (C)  loans shall not be made available to Highly Compensated
     Employees in an amount greater than the amount made available to
     other Employees.
     
     5.8.5     If  valid spousal consent has been obtained in accordance with
     Section 5.8.2(C), then, notwithstanding any other provisions of this
     Plan, the portion of the Participant's vested Account used as a
     security interest held by the Plan by reason of a loan outstanding
     to the Participant shall be taken into account for purposes of
     determining the amount of the Participant's benefit payable at the
     time of death or distribution; but only if the reduction is sued as
     repayment of the loan.  If less than 100% of the Participant's
     vested benefit (determined without regard to the preceding sentence)
     is payable to the Surviving Spouse then the Participant's benefit
     shall be adjusted b y first reducing the Participant's vested
     benefit by the amount of the security used as repayment of the loan,
     and then determining the benefit payable to the Surviving Spouse.
     
     5.9  Hardship Distributions
     
     5.9.1     Effective January 1, 1989, if available and elected by the
     Employer in the Adoption Agreement, a Participant may request a
     distribution due to hardship from the vested portion of his or her
     Accounts, (other than from his or her Qualified Nonelective
     Contributions Account, Qualified Matching Contributions Account or
     earnings accrued after December 31, 1988, on the Participant's
     Elective Deferrals) only if the distribution is made both due to an
     immediate and heavy financial need of the Participant and is
     necessary to satisfy such financial need.
     
     5.9.2     A hardship distribution shall be permitted only if the
     distribution is due to:
     
     (A)  expenses incurred or necessary for medical care described in
     Code Section 213(d) incurred by the Participant, the Participant's
     Spouse, or any dependents of the Participant (as defined in Code
     Section 152);
     
     (B)  purchase (excluding mortgage payments) of a principal residence
     for the Participant;
     
     (C)  payment of tuition and related educational fees for the next 12
     months of post secondary education for the Participant, his or her
     Spouse, children or dependents;
     
     (D)  the need to prevent the eviction of the Participant from his or
     her principal residence or foreclosure on the mortgage of the
     Participant's principal residence; or
     
     (E)  any other condition or event which the Commission of the
     Internal Revenue Service determines is a deemed immediate and
     financial need.
     
     5.9.3     A distribution will be considered necessary to satisfy an
     immediate and heavy financial need of a Participant if all of the
     following requirements are satisfied:
     
     (A)  the distribution will not be in excess of the amount of the
     immediate and heavy financial need of the Participant (including
     amounts necessary to pay any Federal, state or local income taxes or
     penalties reasonably anticipated to result from the distribution);
     
     (B)  the Participant obtains all distributions, other than hardship
     distributions, and all nontaxable loans currently available under
     all plans maintained by the Employer or an Affiliate;
     
     (C)  the Participant's Elective Deferrals, Employee Thrift
     Contributions and participant Voluntary Nondeductible Contributions
     will be suspended for at least 12 months after receipt of the
     hardship distribution in this Plan and in all other plans maintained
     by the Employer or an Affiliate; and
     
     (D)  the Participant may not make Elective Deferrals for the
     Participant's taxable year immediately following the taxable year of
     the hardship distribution in excess of the applicable limit under
     Code Section 402(g) for such next taxable year less the amount of
     such Participant's Elective Deferrals for the taxable year of the
     distribution in this Plan and in all other plans maintained by the
     Employer or an Affiliate.
     
     5.9.4     If the distribution is made from any Account other than a
     401(k) Contribution Account, a distribution due to hardship may be
     made without application of Section 5.9.3(B), 5.9.3(C), or 5.9.3
     (D).
     
     5.10 Limitation on Commencement of Benefits
     
     5.10.1   Anything in this Article V to the contrary notwithstanding,
     a Participant's Benefit Commencement Date shall in no event be later
     than the 60th day after the close of the Plan Year in which the
     latest of the following events occur:
     
     (A)  the attainment by the Participant of his or her Normal
     Retirement Age;
     
     (B)  the tenth anniversary of the ear in which the Participant
     commenced participation in the Plan; or 
     
     (C)  the Participant's termination of Employment.  Notwithstanding
     the foregoing, the failure of a Participant and Spouse to consent to
     a distribution while a benefit is Immediately Distributable, shall
     be deemed to be an election to defer commencement of payment of any
     benefit sufficient to satisfy this Section.
     
     5.10.2   If it is not possible to distribute a Participant's Account
     because the Administrator has been unable to locate the Participant
     after making reasonable efforts to do so, then a distribution of the
     Participant's Accounts shall be made when the Participant can be
     located.
     
     5.11 Distribution Requirements
     
     5.11.1   Subject to the Joint and Survivor Annuity rules set forth
     in Article VI, the requirements of this Article shall apply to any
     distribution of a Participant's interest and will take precedence
     over any inconsistent provisions of this Plan.  Unless otherwise
     specified, the provisions of this article apply to calendar years
     beginning after December 31, 1984.  As used in this Section 5.11,
     each of the following terms shall have the meaning for that term set
     forth in this Section 5.11.1:
     
     (A)  Applicable Life Expectancy.  The life expectancy (or joint and
     last survivor expectancy) calculated using the attained age of the
     Participant (or designated Beneficiary) as of the Participant's (or
     designated Beneficiary's) birthday in the applicable calendar year
     reduced by one for each calendar year which has elapsed since the
     date Life Expectancy was first calculated.  If Life Expectancy is
     being recalculated, the Applicable Life Expectancy shall be the Life
     Expectancy as so recalculated.  The applicable calendar year shall
     be the first distribution calendar year, and if Life Expectancy is
     being recalculated such succeeding calendar year.
     
     (B)  Designated Beneficiary.  The individual who is designated as
     the Beneficiary under the Plan in accordance with Code Section
     401(a)(9).  In the event that a Participant names a trust to be a
     designated Beneficiary, such designation shall provide that, as of
     the later of the date on which the trust is named as a Beneficiary
     or the Participant's Required Beginning Date, and as of all
     subsequent periods during which the trust is named as a Beneficiary,
     the following requirements are met:
     
     (i)  the trust is a valid trust under state law, or would be but for
     the fact that there is no corpus; (ii) the trust is irrevocable;
     (iii) the Beneficiaries of the trust who are Beneficiaries with
     respect to the trust's interest in the Participant's benefits are
     identifiable from the trust instrument within the meaning of Code
     Section 401(a)(9); and (iv) a copy of the trust is provided to the
     Plan.
     
     (C)  Distribution Calendar Year.  A calendar year for which a
     minimum distribution is required.  For distributions beginning
     before the Participant's death, the first Distribution Calendar Year
     is the calendar year immediately preceding the calendar year which
     contains the Participant's Required Beginning Date.  For
     distributions beginning after the Participant's death, the first
     Distribution Calendar Year is the calendar year in which
     distributions are required to begin pursuant to Section 7.2.
     
     (D)  Life Expectancy.  Life Expectancy and joint and last survivor
     expectancy are computed by use of the expected return multiples in
     Tables V and VI of section 1.72-9 of the regulations issued under
     the Code.
     
     Unless otherwise elected by the Participant (or Spouse, in the case
     of distributions described in Section 7.2) by the time distributions
     are required to begin, Life Expectancies shall not be recalculated
     annually.  Such election shall be irrevocable as to the Participant
     or Spouse and shall apply to all subsequent years.  The Life
     Expectancy of nonspouse Beneficiary may not be recalculated.
     
     (E)  Required Beginning Date.
     
     (i)  General rule.  The Required Beginning Date of a Participant is
     the first day of April of the calendar year following the calendar
     year in which the Participant attains age 70-1/2.
     
     (ii)  Transitional rule.  The Required Beginning Date of a
     Participant who attains age 70-1/2 before January 1, 1988, shall be
     determined in accordance with (1) or (2) below:
     
     (1)  Non-5% owners.  The Required Beginning Date of a Participant
     who is not a "5% owner" as defined in (iii) below is the first day
     of April of the calendar year following the calendar year in which
     the later of retirement or attainment of age 70-1/2 occurs.
     
     (2)  5% owners.  The Required Beginning Date of a Participant who is
     a 5% owner during any year beginning after December 31, 1979, is the
     first day of April following the later of:
     
     (a)  the calendar year in which the Participant attains age 70-1/2;
     or
     
     (b)  the earlier of the calendar year with or within which ends the
     Plan Year in which the Participant becomes a 5% owner, or the
     calendar year in which the Participant retires.  The Required
     Beginning Date of a Participant who is not a 5% owner who attains
     age 70-1/2 during 1988 and who has not retired as of January 1,
     1989, is April 1, 1990.
     
     (iii)  5% owner.  A Participant is treated as a 5% owner for
     purposes of this Section 5.11 if such Participant is a 5% owner as
     defined in Code Section 416(i) (determined in accordance with
     section 416 but without regard to whether the plan is top-heavy)at
     any time during the Plan Year ending with or within the calendar
     year in which such owner attains age 66-1/2 or any subsequent Plan
     Year.
     
     (iv)  Once distributions have begun to a 5% owner under this Section
     5.11, they must continue to be distributed, even if the Participant
     ceases to be a 5%owner in the subsequent year.
     
     5.11.2  All distributions required under this Section 5.11 shall be
     determined and made in accordance with the Income Tax Regulations
     under Code Section 401(a)(9), including the minimum distribution
     incidental benefit requirement of section 1.401(a)(9)-2 of the
     regulations issued under the Code .  The entire interest of a
     Participant must be distributed or begin to be distributed no later
     than the Participant's Required Beginning Date.
     
     5.11.3  Limits on Distribution Periods.  As of the first
     Distribution Calendar Year, distributions, if not made in a lump
     sum, may only be made over one of the following periods (or a
     combination thereof):
     
     (A)  the life of the Participant;
     
     (B)  the life of the Participant and a Designated Beneficiary;
     
     (C)  a period certain not extending beyond the Life Expectancy of
     the Participant; or
     
     (D)  a period certain not extending beyond the joint and last
     survivor expectancy of the Participant and a Designated Beneficiary.
     
     For calendar years beginning before January 1, 1989, if the
     Participant's Spouse is not the Designated Beneficiary, the method
     of distribution selected must assure that at least 50% of the
     present value of the amount available for distribution is paid
     within the Life Expectancy of the Participant.
     
     5.11.4   Determination of Amount to be Distributed Each Year.  (A)
     If the Participant's interest is to be paid in the form of annuity
     distribution under the Plan (whether directly or in the form of an
     annuity purchased from an insurance company), payments under the
     annuity shall satisfy the following requirements:
     
     (i)  the annuity distributions must be paid in periodic payments
     made at intervals not longer than one year;
     
     (ii)  the distribution period must be over a life (or lives) or over
     a period certain not longer than a Life Expectancy (or joint life
     and last survivor expectancy) described in Code Section
     401(a)(9)(A)(ii) or Code Section 401(a)(9)(B)(iii), whichever is
     applicable;
     
     (iii)  the Life Expectancy (or joint life and last survivor
     expectancy) for purposes of determining the period certain shall be
     determined without recalculation of Life Expectancy;
     
     (iv)  once payments have begun over a period certain, the period
     certain may not be lengthened even if the period certain is shorter
     than the maximum permitted;
     
     (v)  payments must either be nonincreasing or increase only as
     follows:
     
     (1)  with any percentage increase in a specified and generally
     recognized cost-of-living index;
     
     (2)  to the extent of the reduction to the amount of the
     Participant's payment to provide for a survivor benefit upon death,
     but only if the Beneficiary whose life was being used to determine
     the distribution period descried in Section 5.11.4(A)(iii) dies and
     the payments continue otherwise in accordance with that section over
     the life of the Participant;
     
     (3)  to provide cash refunds of Employee contributions upon the
     Participant's death; or 
     
     (4)  because of an increase in benefits under the Plan.
     
     (vi)  If the annuity is a life annuity (or a life annuity with a
     period certain not exceeding 20 years), the amount which must be
     distributed on or before the Participant's Required Beginning Date
     (or, in the case of distributions after the death of the
     Participant, the date distributions are required to begin pursuant
     to Section 7.2) shall be the payment which is required for one
     payment interval.  The second payment need not be made until the end
     of the next payment interval even if that payment interval ends in
     the next calendar year.  Payment intervals are the periods for which
     payments are received, e.g., bimonthly, monthly, semi-annually, or
     annually.  If the annuity is a period certain annuity without a life
     contingency (or is a life annuity with a period certain exceeding 20
     years) periodic payments for each distribution calendar year shall
     be combined and treated as an annual amount.
     
     The amount which must be distributed by the Participant's Required
     Beginning Date (or, in the case of distributions after the death of
     the Participant, the date distributions are required to begin
     pursuant to Section 7.2) is the annual amount for the first
     Distribution Calendar Year.  The annual amount for other
     Distribution Calendar Years, including the annual amount for the
     calendar year in which the  Participant's Required Beginning Date
     (or the date distributions are required to begin pursuant to Section
     7.2) occurs, must be distributed on or before December 31 of the
     calendar year for which the distribution is required.
     
     (B)  Annuities purchased after December 1, 1988, are subject to the
     following additional conditions:
     
     (i)  Unless the Participant's Spouse is  the Designated Beneficiary,
     if the Participant's interest is being distributed in the form of a
     period certain annuity without a life contingency, the period
     certain as of the beginning of the first Distribution Calendar Year
     may not exceed the applicable period determined using the table set
     forth in Q&A A-5 of section 1.401(a)(9)-2 of the regulations issued
     under the Code.
     
     (ii)  If the Participant's interest is being distributed in the form
     of a joint and survivor annuity for the joint lives of the
     Participant and a nonspouse Beneficiary, annuity payments to be made
     on or after the Participant's Required Beginning Date to the
     Designated Beneficiary after the Participant's death must not at any
     time exceed the applicable percentage of the annuity payment for
     such period that would have been payable to the Participant using
     the table set forth in Q&A A-6 of section 1.401(a)(9)-2 of the
     regulations under the Code.
     
     (C)  Transitional Rule.  If payments under an annuity which complies
     with Section 5.11.4(A)begin prior to January 1, 1989, the minimum
     distribution requirements in effect as of July 27, 1987, shall apply
     to distributions from this Plan, regardless of whether the annuity
     form of payment is irrevocable.  This transitional rule also applies
     to deferred annuity contracts distributed to or owned by the
     Participant prior to January 1, 1989, unless additional
     contributions are made under the Plan by the Employer or Affiliate
     with respect to such contract.
     
     (D)  If the form of distribution is an annuity made in accordance
     with Section 5.11.4, any additional benefits accruing to the
     Participant after his or her Required Beginning Date shall be
     distributed as a separate and identifiable component of at the
     annuity beginning with the first payment interval ending in the
     calendar year immediately following the calendar year in which such
     amount accrues.
     
     (E)  Any part of the Participant's interest which is in the form of
     an individual account shall be distributed in a manner satisfying
     the requirements of Code Section 41(a)(9).
     
     5.11.5   Transitional Rule: Section 242 Election.  Notwithstanding
     the other requirements of this Article and subject to the Joint and
     Survivor Annuity rules set forth in Article VI, distribution on
     behalf of any Employee, including a 5% owner, may be made in
     accordance with all of the following requirements (regardless of
     when such distribution commences):
     
     (A)  the distribution by the trust is one which would not have
     disqualified such trust under Code Section 401(a)(9) as in effect
     prior to amendment by the Deficit Reduction Act of 1984;
     
     (B)  the distribution is in accordance with a method of distribution
     designated by the Employee whose interest in the trust is being
     distributed or, if the Employee is deceased, by a Beneficiary of
     such Employee;
     (C)  such designation was in writing, was signed by the Employee or
     the Beneficiary, and was made before January 1, 1984;
     
     (D)  the Employee had accrued a benefit under the Plan as of
     December 31, 1983; and
     
     (E)  the method of distribution designated by the Employee or the
     Beneficiary specifies the time at which distribution will commence,
     the period over which distributions will be made, and in the case of
     any distribution upon the Employees' death, the Beneficiaries of the
     Employee listed in order of priority.
     
     A distribution upon death will not be covered by this transitional
     rule unless the information in the designation contains the required
     in formation described above with respect to the distributions to be
     made upon the death of the Employee.
     
     For any distribution which commences before January 1, 1984, but
     continues after December 31, 1983, the Employee, or the Beneficiary,
     to whom such distribution is being made, will be presumed to have
     designate the method of distribution under which the distribution is
     being made if the method of distribution was specified in writing
     and the distribution satisfies the requirements in subsections
     5.11.5(A) and (E).
     
     If a designation is revoked any subsequent distribution must satisfy
     the requirements of Code Section 401(a)(9).  If a designation is
     revoked subsequent to the date distributions are required to begin,
     the trust must distribute by the end of the calendar year following
     the calendar year in which the revocation occurs the total amount
     not yet distributed to satisfy Code Section 401(a)(9) but for the
     Section 2442(b)(2) election.
     
     For calendar years beginning after December 31, 1988, such
     distributions must meet the minimum distribution incidental benefit
     requirements in section 1.401(a)(9)-2 of the regulations issued
     under the Code.  Any changes in the designation will be considered
     to be a revocation of the designation.
     
     However, the mere substitution or addition of another Beneficiary
     (one not named in the designation) under the designation will not be
     considered to be a revocation of the designation, so long as such
     substitution or addition does not alter the period over which
     distributions are to be made under the designation, directly or
     indirectly (for example, by altering the relevant measuring life). 
     n the case in which an amount is transferred or rolled over from one
     plan to another plan, the rules in Q&A J-2 and Q&A J-3 of section
     1.401(a)(9)-1 of the regulations issued under the Code.
     
     ARTICLE  VI
     FORMS OF PAYMENT OF RETIREMENT BENEFITS
     
     6.1  Methods of Distribution
     
     6.1.1     If the Plan is a money purchase pension plan or a target
     benefit plan, a Participant's benefit shall be payable in the normal
     form of a Qualified Joint and Survivor Annuity if the Participant is
     married on his or her Benefit Commencement Date and in the normal
     form of an immediate annuity for the life of the Participant if the
     Participant is not married on that date.  A Participant who
     terminated Employment on or after satisfying the requirements for
     Early Retirement may elect to have his or her Qualified Joint and
     Survivor Annuity distributed upon attainment of such Early
     Retirement.  If the Plan is a profit-sharing plan that satisfies the
     requirements set forth in Section 6.1.2., a Participant's Account
     shall only be payable in the normal form of a lump-sum distribution
     in accordance with Section 6.1.1.(B) below.  A Participant in a
     money purchase pension plan, a target benefit plan, or a profit-
     sharing plan that does not satisfy the requirements set forth in
     Section 6.1.2, may at any time after attaining age 35 and prior to
     his or her Benefit Commencement Date elect, in accordance with
     Section 6.2., any of the following optional forms of payment instead
     of the normal form:
     
     (A)  An Annuity contract payable as:
     
     (i)  a single life annuity;
     
     (ii)  a joint and 50% survivor annuity with a contingent annuitant;
     
     (iii)  a joint and 100% survivor annuity with a contingent
     annuitant;
     
     (iv)  an annuity for the life of the Participant with 120 monthly
     payments certain;
     
     (B)  A lump-sum distribution in cash or in kind, or part in cash and
     part in kind; or 
     
     (C)  In installments payable in cash or in kind, or part in cash and
     part in kind over a period not in excess of the required to comply
     with Section 5.11.4.
     
     Anything in this Section 6.1.1 to the contrary notwithstanding, if
     the value of a Participant vested Account as of the applicable
     Valuation Date is $3,500 or less, his or her benefit shall be paid
     in the form of a lump-sum distribution and no optional form of
     benefit payment shall be available.
     
     6.1.2     If the Plan is a profit-sharing plan then:  (A) the
     Participant cannot elect payment in the form of a Life annuity (this
     Section 6.1.2 shall not apply if a life annuity form is an optional
     form preserved under Code Section 411(d)(6); (B) on the death of the
     Participant, the Participant's benefit will be paid to his or her
     Surviving Spouse, if any, or, if his or her Surviving Spouse has
     already consented in a manner conforming to an election under
     Section 6.2.4, then to the Participant's Beneficiary; and (C) the
     normal form a benefit shall be a lump-sum and Section 6.2.1, 6.2.2
     and 6.2.4 shall not be applied by the Administrator.  A Participant
     in such a profit-sharing plan may also elect to receive his or her
     benefit in the form of installments in accordance with Section
     6.1.1(c) of the Plan.  The Section 6.1.2 shall not apply, however,
     with respect to the Participant if it is determined that the Plan is
     a direct or indirect transferee of a defined benefit plan, a money
     purchase pension plan (including a target benefit plan) or a stock
     bonus or profit-sharing plan which is subject to the survivor
     annuity requirement of Code Sections 401(a)(11) and 417.  In
     addition, this Section 6.1.2 shall not apply unless the
     Participant's Surviving Spouse, if any, is the Beneficiary of (i)
     the proceeds of any insurance on the Participant's life purchased
     Employer contributions or (ii) forfeitures allocated to the
     Participant's Employer Account or unless the Participant's Surviving
     Spouse has consented to the Participant's designation of another
     Beneficiary as referred to in subsection (C) of this Section 6.1.2.
     
     6.1.3     The following transitional rules shall apply for those
     Participants entitled to but not receiving benefits as of August 23,
     1984:
     
     (A)  Any living Participant not receiving benefits on August 23,
     1984, who would otherwise not receive the benefits prescribed by
     Section 6.1 must be given the opportunity to elect to have Section
     6.1 apply if such Participant is credited with at least one Hour of
     Service under this Plan or a predecessor plan in a Plan Year
     beginning on or after January 1, 1976, and such Participant had at
     least 10 Years of Service when he or she terminated from Employment.
     
     (B)  Any living Participant not receiving benefits on August 23,
     1984, who was credited with at least one Hour of Service under this
     Plan or a predecessor plan on or after September 2, 1974, and who is
     not otherwise credited with an Hour of Service in a Plan Year
     beginning on or after January 1, 1976, must be given the opportunity
     to have his or her benefits paid in accordance with this Section
     6.1.3(D).
     
     (C)  The respective opportunities to elect (as described in these
     Sections 6.1.3(A) and (B)) must be afforded to the appropriate
     Participants during the period commencing on August 23, 1984, and
     ending on such Participant's Benefit Commencement Date.
     
     (D)  Any Participant who has elected pursuant to this Section
     6.1.3(B) and any Participant who does not elect under this Section
     6.1.3(A) or whom meets the requirements of this Section 6.1.3(A)
     except that such Participant does not have at least ten Years of
     Service when he or she terminates from Employment, shall have his or
     her benefits distributed in accordance with all of the following
     requirements if benefits would have been payable in the form of a
     single life annuity:
     
     (1)  Automatic Qualified Joint and Survivor Annuity
     
     If benefits in the form of a single life annuity become payable to
     a married Participant who:
     
     (a)  begins to receive payments on or after Normal Retirement Age;
     or 
     
     (b)  dies on or after Normal Retirement Age while in active
     Employment; or
     
     (c)  begins to receive payment on or after the "Qualified Early
     Retirement Age", as that term is defined in Section 6.1.3(D)(a); or 
     
     (d)  terminates from Employment on or after attaining Normal
     Retirement Age (or Qualified Early Retirement Age) and after
     satisfying the eligibility requirement for the payment of benefits
     under the Plan and thereafter dies before his or her Benefit
     Commencement Date; then such benefits will be received in the form
     of a Qualified Joint and Survivor Annuity, unless the Participant
     has elected otherwise during the election period which begins at
     least six months before the Participant attains Qualified Early
     Retirement Age and ends no earlier than 90 days before his or her
     Benefit Commencement Date.  Any election hereunder will be in
     writing and may be changed by the Participant at any time.
     
     (2)  Election of early survivor annuity
     
     A Participant who is employed after attaining the Qualified Early
     Retirement Age will be given the opportunity to elect, beginning on
     the later of (1) the 90th day before he or she attains his or her
     Qualified Early Retirement Age, or (2) the date on which
     participation begins, and ending on the date he or she terminates
     Employment, to have a survivor annuity payable on death.  If the
     Participant elects the survivor annuity, payable 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 ant any time.
     
     (3)  Qualified Early Retirement Age
     
     (a)  For purposes of this section 6.1.3, Qualfiied Early Retirement
     Age is the latest of:
     
     (i)  the earliest date, under the Plan, on which the Participant may
     elect to receive retirement benefits, 
     
     (ii)  the first day of the 120th month beginning before the
     Participant reaches Normal Retirement Age, or 
     
     (iii)  the date the Participant begins participation.
     
     (b)  Qualified Joint and Survivor Annuity is an annuity for the life
     of the Participant with a survivor annuity for the life of the
     Spouse as described in Section 1.77.
     
     6.2  Election of Optional Forms
     
     6.2.1     By notice to the Administrator at any time prior to a
     Participant's date of death and beginning on the first day of the
     Plan Year in which the Participant attains age 35, the Participant
     may elect, in writing, not to receive the normal form of benefit
     payment otherwise applicable an to receive instead an optional form
     of benefit payment provided for in Section 6.1.1.    If the
     Participant separates from Employment prior to the first day of the
     Plan Year in which the Participant attains age 35, the Participant
     may make such election beginning on the date he or she separates
     from Employment.  This Section 6.2.1 shall not be applicable if
     Section 6.1.2 applies to a Participant.
     
     6.2.2  Within a reasonable period, but in any event no less than 30
     and no more than 90 days prior to each Participant's Benefit
     Commencement Date, the Administrator shall provide to each
     Participant a written explanation of the terms and conditions of a
     Qualified Joint and Survivor Annuity.  Such written explanation
     shall consist of:
     
     (A)  the terms and conditions of the Qualified Joint and Survivor
     Annuity;
     
     (B)  the Participant's right to make, and the effect of, an election
     to waive the Qualified Joint and Survivor Annuity;
     
     (C)  the rights of the Participant's Spouse under Section 6.2.4;
     
     (D)  the right to make, and the effect of, a revocation of a
     previous election to waive the Qualified Joint and Survivor Annuity;
     and
     
     (E)  the relative values of the various optional forms of benefit
     under the Plan.
     
     (F)  If the distribution is one to which Sections 401(a)(11) and 417
     of the Internal Revenue Code do  not apply, such distribution may
     commence less than 30 days after the notice required under Section
     1.411(a)-11(c) of the Income Tax Regulations is given, provided
     that:
     
     (1)  the Plan Administrator clearly informs the Participant that the
     Participant has a right to a period of at least 30 days after
     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 elect
     a distribution.
     
     The Administrator may, on a uniform and nondiscriminatory basis,
     provide for such other notices, information or election periods or
     take such other action as the Administrator considers necessary or
     appropriate to implement the provisions of this Section 6.2.2.
     
     6.2.3  A Participant may revoke his or her election to take an
     optional form of benefit, and elect a different form of benefit, at
     any time prior to the Participant's Benefit Commencement Date.
     
     6.2.4  The election of an optional benefit by a Participant after
     December 1, 1984, must also be a waiver of a Qualified Joint and
     Survivor Annuity by the Participant.  Any waiver of a Qualified
     Joint and Survivor Annuity shall not be effective unless (A) the
     Participant's Spouse consents in writing; (B) the election
     designates a specific alternate Beneficiary, including any class of
     Beneficiaries or any contingent Beneficiaries which may not be
     changed without spousal consent (or the Spouse expressly permits
     designations by the Participant without any further spousal
     consent); (C) the Spouse's consent to the waiver is witnessed by a
     Plan representative or notary public; and (D) the Spouse's consent
     acknowledges the effect of the election.  Additionally, a
     Participant's waiver of the Qualified Joint and Survivor Annuity
     will not be effective unless the election designates a form of
     benefit payment which may not be changed without spousal consent or
     the Spouse expressly permits designations without any further
     spousal consent.  Notwithstanding this consent requirement, if the
     Participant establishes to the satisfaction of a Plan representative
     that such written consent may not be obtained because there is no
     Spouse or the Spouse cannot be located, the election will be deemed
     effective.  Any consent necessary under this provision will not be
     valid with respect to any other Spouse.  A consent that permits
     designation by the Participant without any requirement of further
     consent by such Spouse must acknowledge that the Spouse has the
     right to limit consent to a specific Beneficiary, and a specific
     form of benefit, where applicable, and  that the Spouse voluntarily
     elects to relinquish either or both of such rights.  Additionally,
     a revocation of a prior waiver may be made by a Participant without
     the consent of the Spouse at any time before his or her Benefit
     Commencement Date.  The number of revocations shall not be limited. 
     Any new waiver will require a new consent by the electing
     Participant's Spouse.  No consent obtained under this provision
     shall be valid unless the Participant has received notice as
     provided in this Section.
     
     6.2.5  The election of an optional form of benefit which
     contemplates t he payment of an annuity shall not be given effect if
     any person who would receive benefits under the annuity dies before
     the Benefit Commencement Date.
     
     6.3  Change in Form of Benefit Payments
     
     Any former Employer whose payments are being deferred or who is
     receiving installment payments may request acceleration or other
     modification of the form of benefit distribution, subject to Code
     Section 401(a)(9), provided that any necessary consent to such
     change required pursuant to Section 6.2.4 is obtained from the
     Employee's Spouse.  This Section 6.3 shall not apply to any Employee
     who becomes a Participant on or after January 1, 1989 or to Plans
     adopted after that date.
     
     6.4  Direct Rollovers
     
     6.4.1     The provisions of this Section 6.4 apply only to distributions
     made on or after January 1, 1993.
     
     6.4.2     Notwithstanding any provisions of the Plan to the contrary
     that would otherwise limit a Distributee's election under this
     Section 6.4, a Distributee may elect, at the time and in the manner
     prescribed by the Administrator, to have any portion of an Eligible
     Rollover Distribution paid directly to an Eligible Retirement Plan
     specified by the Distributee in a Direct Rollover.
     
     6.4.3     Definitions - All terms used in this Section 6.4 shall have
     the meaning set forth below:
     
     (A)  Eligible Rollover Distribution:  An Eligible Rollover
     Distribution is any distribution of all or any portion of the
     balance to the credit of the Distributee, except, that an Eligible
     Rollover Distribution does not include:  any distribution that is
     one of a series of substantially equal periodic payments (not less
     frequently than annually) made for the life (or life expectancy) of
     the Distributee or the joint lives (or joint life expectancies) of
     the Distributee and the Distributee's designated beneficiary, or for
     a specified period of ten years or more; any distribution to the
     extent such distribution is required under Code Section 401(a)(9);
     and the portion of any distribution that is not includible in gross
     income (determined without regard to the exclusion for net
     unrealized appreciation with respect to employer securities).
     
     (B)  Eligible Retirement Plan:  An Eligible Retirement Plan is an
     individual retirement account described in Code Section 408(a), an
     individual retirement annuity described in Code Section 408(b), an
     annuity plan described in Code Section 403(a), or a qualified trust
     described in Code Section 401(a) that accepts the Distributee's
     Eligible Rollover Distribution.  However, in the case of an Eligible
     Rollover Distribution to the Surviving Spouse, an Eligible
     Retirement Plan is an individual retirement account or individual
     retirement annuity.
     
     (C)  Distributee:  A Distributee includes an Employee or former
     Employee.  In addition, the Employee's or former Employee's
     Surviving Spouse and the Employee's or former Employee's Spouse or
     former Spouse who is the alternate payee under a qualified domestic
     relations order, as defined in Code Section 414(p), are Distributee
     with regard to the interest of the Spouse or former Spouse.
     
     (D)  Direct Rollover:  A Direct Rollover is a payment by the Plan to
     the Eligible Retirement Plan specified by the Distributee.
     
     ARTICLE  VII
     DEATH BENEFITS
     
     7.1  Payment of Account Balances
     
     7.1.1     The benefits payable to the Beneficiary of a Participant who
     dies while an Employee shall be the Account Balance of all of his or
     her Accounts including, if applicable, the proceeds of any life
     insurance contract in effect on t he Participant's life in
     accordance with Section 7.3.  The benefits payable to the
     Beneficiary of a Participant who dies after terminating Employment
     shall be the vested Account Balance of all of his or Accounts. 
     Except as otherwise provided in this Article VII, a Beneficiary may
     request that he or she be paid his or her benefits as soon as
     practicable after the Participant's death.
     
     7.1.2     If a Participant does before distribution of his or her entire
     interest in the Plan has been completed, the remaining interest
     shall, subject to Section 7.2.5, be distributed to the Participant's
     Beneficiary in the form, at the time and from among the methods
     specified in Section 6.1.1 as elected by the Beneficiary in writing
     file with the Administrator.  If an election is not received by the
     Administrator within 90 days following the date the Administrator is
     notified of the Participant's death, the distribution shall be made,
     if to a Surviving Spouse, in accordance with Section 7.2.5(B), and,
     if to some other Beneficiary, to the Beneficiary in a lump-sum.
     
     7.1.3     The value of the benefits payable to a Beneficiary shall be
     determined in accordance with Section 10.6.2.  If the value of such
     death benefit is $3,500 or less, distribution of such benefit shall
     b e made in a lump-sum as soon as practicable following the death of
     the Participant.
     
     7.2  Beneficiaries
     
     7.2.1     The Administrator shall provide each Participant, within the
     period described in Section 7.2.1(A) for such Participant, a written
     explanation of the death benefit in such terms and in such a manner
     as would be comparable to the explanation provided for meeting the
     requirements applicable to a Qualified Joint and Survivor Annuity. 
     This Section 7.2.1 shall not be applicable if Section 6.1.2 applies
     to a Participant.
     
     (A)  The period for providing a written explanation of the death
     benefit for a Participant ends on the latest of the following to
     occur:
     
     (i)  the period beginning with the first day of the Plan Year in
     which the Participant attains age 32 and ending with the close of
     the Plan Year preceding the Plan Year in which the Participant
     attains age 35;
     
     (ii)  a reasonable period ending after the Employee becomes a
     Participant; or
     
     (iii)  a reasonable period ending after Code Section 417 first
     applies to the Participant.
     
     Notwithstanding the foregoing, notice must be provided within a
     reasonable period ending after termination of Employment in case of
     a Participant who terminates Employment before attaining age 35 and
     who has a vested interest in his or her Account.
     
     (B)  For purposes of the preceding paragraph, a reasonable period
     ending after the enumerated events described in (ii) and (iii) is
     the end of the two-year period beginning on year prior to the date
     the applicable event occurs and ending one year after that date.  A
     Participant who has a vested interest in his or her Account and who
     terminates Employment before the Plan in which age 35 is attained
     shall be provided such notice within the two-year period beginning
     one year prior to and ending one year after termination.  If such a
     Participant returns to Employment, the applicable period for such
     Participant shall be redetermined.
     
     7.2.2     A Participant shall designate one or more Beneficiaries to
     whom amounts due after his or her death, other than under the
     Qualified Joint and Survivor Annuity, shall be paid.  In the event
     a Participant fails to make a proper designation or in the event
     that no designated Beneficiary survives the Participant, the
     Participant's Beneficiary shall be the Participant's Surviving
     Spouse, or if the Participant has no Survivng Spouse, the legal
     representative of the Participant's estate, as an asset of that
     estate.  A Participant's Beneficiary shall not have any right to
     benefit under the Plan unless he or she shall survive the
     Participant.
     
     7.2.3     Any designation of a Beneficiary incorporated into an Annuity
     Contract or insurance contract shall be governed by the terms of
     such Annuity Contract or insurance contract.  Any other designation
     of a Beneficiary must be filed with the Administrator, in a time and
     manner designated by such Administrator, in order to be effective.
     Any such designation of a Beneficiary may be revoked by filing a
     later designation or an instrument of revocation with the
     Administrator, in a time and manner designated by the Administrator.
     
     7.2.4     Effective after December 31, 1984, a married Participant whose
     designation of a Beneficiary is someone other than his or her
     Spouse, including a Beneficiary referred to in the first sentence of
     Section 7.2.3, or the change of any such Beneficiary to a new
     Beneficiary other than the Participant's Spouse, shall not be valid
     unless made in writing and consented to by the Participant's Spouse
     in such term and in such a manner as would be comparable to the
     consent provided for a waiver of the Qualified Joint and Survivor
     Annuity.  The Spouse's consent to such designation must be made in
     the manner described in Section 6.2.4.
     
     7.2.5     Notwithstanding any other provision of the Plan to the
     contrary:
     
     (A)  If the Participant dies after his or her Benefit Commencement
     Date, but before distribution of his or her benefit has been
     completed, the remaining portion of such benefit may continue in the
     form and over the period in which the distributions were being made,
     but in any event must continue to be made at least as rapidly as
     under the method of distribution being used prior to the
     Participant's death.
     
     (B) If the Participant dies leaving a Surviving Spouse before his or
     her Benefit Commencement Date, the Participant benefit shall be
     payable to the Participant's Surviving Spouse in the form of an
     annuity for the life of the Surviving Souse.  The preceding sentence
     shall not apply if, within 90 days following the date the
     Administrator is notified of the Participant's death, his or her
     Surviving Spouse elects, by written notice to the Administrator, any
     other form of benefit payment specified in Section 6.1.1, or the
     such Surviving Spouse has already consented in a manner described in
     Section 6.2.4 to a distribution to an alternative Beneficiary
     designated by the Participant.   If the Plan is a profit-sharing
     plan which meets the requirements of Section 6.1.2, the Surviving
     Spouse shall receive his or her distribution in the form of a lump-
     sum unless she or he elects within 90 days following the date the
     Administrator is notified of the Participant's death any other form
     of benefit payment specified in Section 6.1.1, or the Participant's
     Surviving Spouse has already consented in a manner described in
     Section 6.2.4 to a distribution to an alternate Beneficiary
     designated by the  Participant.  If the Participant's benefit is
     $3,500 or less, distribution shall be made in the form of a lump-sum
     comprised of the assets in the Account immediately prior to the
     distribution if the Account consists of Participant-Directed Assets. 
     If the Account does not consist of Participant-Directed Assets, the
     distribution shall be in cash.  If the Participant's benefit is
     distributable in the form Of an annuity for the life of the
     Surviving Spouse,  the Surviving Spouse may elect to have such
     annuity distributed immediately.
     
     (C)  If the Participant dies before his or her Benefit Commencement
     Date, the distribution of the Participant's entire interest shall be
     completed by December 31 of the calendar year containing the fifth
     anniversary of the Participant's death except to the extent that an
     election is made by the designated Beneficiary involved to receive
     distributions in accordance with (i) or (ii) of this subsection (C)
     below:
     
     (i)  if any portion of the Participant's interest is payable to a
     designated Beneficiary who is an individual, distributions may be
     made in substantially equal installments over the life or Life
     Expectancy, as defined in Section 5.11.1(D), of the designated
     Beneficiary commencing on or before December 31 of the calendar year
     immediately following the calendar year of the Participant's death;
     
     (ii)  if the designated Beneficiary is the Participant's Surviving
     Spouse, the date distributions are required to begin in accordance
     with (i) of this subsection (C) shall not be earlier than the later
     of December 31 of  the calendar year in which the Participant died
     and December 31 of the calendar year in which the Participant would
     have attained age 65; and 
     
     (iii)  if the Surviving Spouse dies before payments begin subsequent
     distributions shall be made as if the Surviving Spouse had been the
     Participant.
     
     (D)  For purposes of this Section 7.2.5, distribution of a
     Participant's interest is considered to begin on the Participant's
     Required Beginning Date, as defined in Section 5.11.1(E).  If
     distribution in the form of an annuity irrevocable commences to the
     Participant before such Required Beginning Date, the date
     distribution is considered to begin is the date distribution
     actually commences.
     
     (E)  For purposes of this Section 7.2.5, any amount paid to a child
     of the Participant will be treated as if it had been paid to the
     Participant's Surviving Spouse if the amount becomes payable to such
     Surviving Spouse when the child reaches the age of majority.
     
     (F)  If the Participant has not made an election pursuant to this
     Section 7.2.5 by the time of his or her death, the Participant's
     designated Beneficiary must elect the method of distribution no
     later than the earlier of (i) December 1 of the calendar year in
     which distributions would be required to begin under this Section or
     (ii) December 31 of the calendar year which contains the fifth
     anniversary of the date of death of the Participant.  If the
     Participant has no designated Beneficiary, or if the designated
     Beneficiary does not elect a method of distribution, distribution of
     the Participant's entire interest must be completed by December 31
     of the calendar year containing the fifth anniversary of the
     Participant's death.
     
     7.3  Life Insurance
     
     7.3.1     With the consent of the Administrator and upon such notice as
     the Administrator may require, a Participant may direct that a
     portion of his or her Account be used to pay premiums of life
     insurance on the Participant's life; provided, however, that (a) the
     aggregate premiums paid on ordinary life insurance must be less than
     50% of the aggregate contributions allocated  to the Participant's
     Employer Accounts, (b) the aggregate premiums paid on  term life
     insurance contracts, universal life insurance contracts and all
     other life insurance contracts which are not ordinary life insurance
     may not exceed 25% of the aggregate contributions allocated to the
     Participant's Employer Account, and (c) the sum of one-half of the
     premiums paid on ordinary life insurance and the total of all other
     life insurance premiums may not exceed 25% of the aggregate
     contributions allocated to the Employer Account of the Participant. 
     For purposes of these limitations, ordinary life insurance contracts
     are contracts with both non-decreasing death benefits and non-
     increasing premiums.
     
     7.3.2     The Trustee shall be the owner of each life insurance contract
     purchased under this Section 7.3 and the proceeds of each such
     contract shall be payable to the Trustee, provided that all
     benefits,  rights and privileges under each contract on the life of
     a Participant which are available while the Participant is living
     shall be exercised by the Trustee only upon and in accordance with
     the written instructions of the Participant.  The proceeds of all
     such insurance on the life of a Participant shall be paid over by
     the Trustee to the Participant's Beneficiary in accordance with this
     Article VII.  Under no circumstances shall the Trustee retain any
     part of the proceeds.
     
     7.3.3     Any dividends or credits earned on a life insurance contract
     shall be applied when received in reduction of any premium thereon,
     or, if no premiums are due, applied to increase the proceeds of the
     insurance contract.
     
     7.3.4     If a Participant is found by the Administrator to be insurable
     only at a substandard premium rate, the policy shall provide a
     reduced death benefit using the same premium as would be required if
     the Participant were a standard risk, the amount of the death
     benefit being determined in accordance with the amount of the
     rating.
     
     7.3.5     The cash surrender value of an insurance contract to the
     extent deriving from Employer or Participant contributions, if any,
     shall be included, respectively, in the Account Balance of the
     Account from which the premiums were paid. Any death benefits under 
     an insurance contract payable before the Participant's termination
     of Employment will be paid to the Trustee for addition to the
     relevant Account of the Participant for distribution in accordance
     with Section 7.1.
     
     7.3.6     Any other provisions herein to the contrary notwithstanding,
     the purchase of life insurance for any Participant shall be subject
     to such minimum premium requirements as the Trustee may determine
     from time to time.
     
     7.3.7     Premiums on life insurance contracts on a Participant's life
     shall be paid by the Trustee, unless directed otherwise by the
     Participant, first from cash in the Participant's Employer Accounts
     to the extent thereof, and then from cash in the Participant's
     Participant Contributions Accounts, if any, to the extent thereof. 
     If there is insufficient cash in either Account to pay premiums due,
     the Trustee shall notify the Participant of this fact.  If the
     Participant does not thereafter instruct the Trustee to sell
     sufficient assets in an Account of the Participant to pay premiums
     due on a timely basis, the Trustee shall not be obligated to take
     any further action with respect to any life insurance contract on
     the Participant's life, whether as regards continuing insurance on
     a paid-up basis, effecting a reduction of the insurance in force, or
     otherwise, except at the direction of the Participant.
     
     7.3.8     Prior to such time as a Participant becomes entitled to
     receive a distribution of any benefits under this Plan for any
     reason other than the Participant's death, the Trustee shall,
     pursuant to the written direction of the Participant delivered to
     the Administrator within such period of time as is acceptable to the
     Administrator, either convert all life insurance contracts on the
     Participant's life into cash or an annuity to provide current or
     future retirement income to the Participant or distribute the
     contracts to the Participant as a part of a benefit distribution;
     provided, however, that:
     
     (A)  the contracts shall not be distributed unless, if the
     Participant is married at the time the distribution of the contracts
     is to be made, and the Plan is a money purchase pension plan, a
     target benefit plan or a profit-sharing plan to which Section 6.1.2
     does not apply, the Participant's Spouse at that time consents to a
     distribution in the manner prescribed by Section 6.2.4; and
     
     (B)  if the cash value of any contracts at the time they become
     distributable to a Participant exceeds a Participant's vested
     interest in his or her Employer Accounts at that time, the
     Participant shall be entitled to receive a distribution of such
     contracts only if the Participant promptly pays such excess in cash
     to the Trust Fund.
     
     Life insurance contracts on a Participant's life shall not continue
     to be maintained under the Plan following the Participant's
     termination of Employment or after Employer contributions have
     ceased.
     
     If a Participant on whose life an insurance contract is held does
     not make a timely and proper direction regarding the contract under
     this Section 7.3.8, the Participant shall be deemed to have directed
     that the contract be converted into cash to be distributed in the
     manner in which the Participant's benefit is to be distributed.
     
     7.3.9     Anything contained herein to the contrary notwithstanding, in
     the event of any conflict between the terms of the Plan and the
     terms of any insurance contract purchased under this Section 7.3,
     the provisions of the Plan shall control.
     
     ARTICLE  VIII
     FIDUCIARIES
     
     8.1  Named Fiduciaries
     
     8.1.1     The Administrator shall be a "named fiduciary" of the Plan, as 
     that term is defined in ERISA Section 402(a)(2), with authority to
     control and manage the operation and administration of the Plan,
     other than authority to managee and control Plan assets.
     
     The Administrator shall also be the "administrator" and "plan
     administrator" with respect to the Plan, as those terms are  defined
     in ERISA Section 3(16)(A) and in Code Section 414(g), respectively.
     
     8.1.2     The Trustee, or Investment Committee if appointed by the
     Employer, shall be a "named fiduciary" of the Plan, as that term is
     defined in ERISA Section 402(a)(2), with authority to manage and
     control all Trust Fund assets and to select an Investment Manager of
     Investment Managers.  If Merrill Lynch Trust  Company is the
     Trustee, it shall be a nondiscretionary trustee; an Investment
     Committee shall be appointed and shall be the Employer, who may also
     remove such Investment Committee; and the Investment Committee shall
     be the "named fiduciary" with respect to Trust Fund assets. 
     Anything in this Section 8.1.2 to the contrary notwithstanding, with
     respect to Participant-Directed Assets, the Participant or
     Beneficiary having the power to direct the investment of such assets
     shall be the"named fiduciary" with respect thereto.
     
     8.1.3     The Trustee, or Investment Committee if  appointed by the
     Employer, shall have the power to make and deal with any investment
     of the Trust Fund permitted in Section 10.4, except Participant-
     Directed Assets or assets for which an Investment Manager has such
     power, in any manner which it deems advisable and shall also:
     
     (A)  establish and carry out a funding policy and method consistent
     with the objectives of the Plan and the requirements of ERISA;
     
     (B)  have the power to select Annuity Contracts, if applicable;
     
     (C)  have the power to determine, if applicable, what investments
     specified in Section 10.4, including, without limitation, Qualified
     Employer Securities and regulated investment company shares, are
     available as Participant-Directed Assets; and 
     
     (D)  have all rights, powers, duties and obligations granted or
     imposed upon it elsewhere in the Plan.
     
     8.2  Employment of Advisers
     
     A "named fiduciary", with respect to the Plan (as defined in ERISA
     Section 402(a)(2) and any "fiduciary" (as defined in ERISA Section
     3(4)) appointed by such a "named fiduciary", may employ one or more
     persons to render advise with regard to any responsibility of such
     "named fiduciary" or "fiduciary" under the Plan.
     
     8.3  Multiple Fiduciary Capacities
     
     Any "named fiduciary" with respect to the Plan (as defined in ERISA
     Section 402(a)(2)) and any other "fiduciary" (as defined in ERISA
     Section 3(4)) with respect to the Plan may serve in more than one
     fiduciary capacity.
     
     8.4  Indemnification
     
     To the extent not prohibited by state or federal law, the Employer
     agrees to, and shall indemnify and save harmless, as the case may
     be, each Administrator (if a person other than the Employer),
     Trustee, Investment Committee and/or any Employee, officer or
     director of the Employer, or an Affiliate, from all claims for
     liability, loss, damage or expense (including payment of reasonable
     expenses in connection with the defense against any such claim)
     which result from any exercise or failure to exercise any of the
     indemnified person's responsibilities with respect to the Plan,
     other than by reason of gross negligence.
     
     8.5  Payment of Expenses
     
     8.5.1     All Plan expenses, including without limitation, expenses an
     fees (including fees for legal services rendered and fees to the
     Trustee) of the Sponsor, Administrator, Investment Manager, Trustee,
     and any insurance company, shall be charged against and withdrawn
     from the Trust Fund; provided however, the Employer may pay any of
     such expenses or reimburse the Trust Fund for any payment.
     
     8.5.2     All transactional costs or charges imposed or incurred (if
     any) for Participant-Directed Assets shall be charged to the Account
     of the directing Participant or Beneficiary.  Transactional costs
     and charges shall include, but shall not be limited to, charges for
     the acquisition or sale or exchange of Participant-Directed Assets,
     brokerage commissions, service charges and professional fees.
     
     8.5.3     Any taxes which may be imposed upon the Trust Fund or the
     income therefrom shall be deduced from and charged against the Trust
     Fund.
     
     ARTICLE IX
     PLAN ADMINISTRATION
     
     9.1  The Administrator
     
     9.1.1     The Employer may appoint one or more persons as Administrator,
     who may also be removed by the Employer.  If any individual is
     appointed as Administrator, and the individual is an Employee, the
     individual will be considered to have resigned as Administrator if
     he or she terminates Employment and at least one other person
     continues to serve as Administrator.  Employees shall receive no
     compensation for their services rendered to or as Administrator.
     
     9.1.2     If more than one person is designated as Administrator, the
     Administrator shall act by a majority of its members at the time in
     office and such action may be taken either by a vote at a meeting or
     in writing without a meeting.  However, if less than three members
     are appointed, the Administrators shall act only upon the unanimous
     consent of its members.  An Administrator who is also a Participant
     shall not vote or act upon any matter relating to himself or
     herself, unless such person is the sole Administrator.
     
     9.1.3     The Administrator may authorize in writing any person to
     execute any document or documents on the Administrator's behalf, and
     any interested person, upon receipt of notice of such authorization
     directed to it, may thereafter accept and rely upon any document
     executed by such authorized person until the Administrator shall
     deliver to such interested person a written revocation of such
     authorization.
     
     9.2. Powers and Duties of the Administrator
     
     9.2.1     The Administrator shall have the power to construe the Plan
     and to determine all questions of fact or interpretation tht may
     arise thereunder, and any such construction or determination shall
     be conclusively binding upon all persons interested in the Plan.
     
     9.2.2     The Administrator shall have the power to promulgate such
     rules and procedures, to maintain or cause to be maintained such
     records and to issue such forms as it shall deem necessary and
     proper for the administration of the Plan.
     
     9.2.3     Subject to the terms of the Plan,  the Administrator shall
     determine the time and manner in which all elections authorized by
     the Plan shall be made or revoked.
     
     9.2.4     The Administrator shall have all the rights, powers, duties
     and obligations granted to or imposed upon it elsewhere in the Plan.
     
     9.2.5     The Administrator shall exercise all of its responsibilities
     in a uniform and nondiscriminatory manner.
     
     9.3  Delegation of Responsibility
     
     The Administrator may designate persons, including persons other
     than "named fiduciaries" (as defined in ERISA Section 402(a)(2)) to
     carry out the specified responsibilities of the Administrator and
     shall not be liable for any ct or omission of a person so
     designated.
     
     ARTICLE  X
     TRUSTEE AND INVESTMENT COMMITTEE
     10.1 Appointment of Trustee and Investment Committee
     
     10.1.1  The Employer shall appoint one or more persons as a Trustee
     who shall serve as such for all or a portion of the Trust Fund.  By
     executing the Adoption Agreement: (i) the Employer represents that
     all necessary action has been taken for the appointment of the
     Trustee; (ii) the Trustee acknowledges that it accepts such
     appointment; and (iii) both the Employer an the Trustee agree to act
     in accordance with the Trust provisions contained in this Article X.
     
     10.1.2  An Employee appointed as Trustee or to the Investment
     Committee shall receive no compensation for services rendered in
     such capacity an will be considered to have resigned if he or she
     terminates Employment and at least one other person continues to act
     as Trustee or as the Investment Committee, as the case may be.  If
     Merrill Lynch Trust Company is the Trustee, the Employer shall
     appoint an Investment Committee and Merrill Lynch Trust Company
     shall be nondiscretionary trustee.
     
     10.1.3  If more than one person is acting as the Trustee, or as an
     Investment Committee, such Trustee, or Investment Committee, shall
     act by a majority of the persons at the time so acting and such
     action may be taken either by a vote at a meeting or in writing
     without a meeting.  If less than three members are serving, the
     Trustee, or Investment Committee, shall act only upon the unanimous
     consent of those serving.  The Trustee, or Investment Committee, may
     authorize in writing any person to execute any document or documents
     on its behalf, and any interested person, upon receipt of notice of
     such authorization directed to it, may thereafter accept and rely
     upon any document executed by such authorized person until the
     Trustee, or Investment Committee, shall deliver to such interested
     person a written revocation of such authorization.
     
     10.2 The Trust Fund
     
     The Trustee shall receive such sums of money or other property
     acceptable to the Trustee which shall from time to time be paid or
     delivered to the Trustee under the Plan.  The Trustee shall hold in
     the Trust Fund all such assets, without distinction between
     principal and income, together with all property purchased therewith
     and the proceeds thereof an the earnings and income thereon.  The
     Trustee shall not be responsible for, or have any duty to enforce,
     the collection of any contributions or assets to be paid or
     transferred to it, or for verifying whether contributions or
     transfers to it are allowable under the Plan, nor shall the Trustee
     be responsible for the adequacy of the Trust Fund to meet or
     discharge liabilities under the Plan.
     
     10.2.1  The Trustee shall receive in cash or other assets acceptable
     to the Trustee, so long as such assets received do not constitute a
     prohibited transaction, all contributions paid or delivered to it
     which are allocable under the Plan and to the Trust Fund and all
     transfers paid or delivered under the Plan to the Trust Fund from a
     predecessor trustee or another trust (including a trust forming part
     of another plan qualified under Code Section 401(a); provided,
     however, that the Trustee shall not be obligated to receive any
     contributions or transfer unless prior thereto or coincident
     therewith, as the Trustee may specify, the Trustee has received such
     reconciliation, allocation, investment or other information
     concerning, or such direction, contribution or representation with
     respect to, the contribution or transfer or the source thereof as
     the Trustee may require.  The Trustee shall have no duty or
     authority to (a) require any contributions or transfers to be made
     under the Plan or to the Trustee, (b) compute any amount to be
     contributed or transferred under the Plan to the Trustee, or (c)
     determine whether amounts received by the Trustee comply with the
     Plan.
     
     10.2.2  The Trust Fund shall consist of all money and other property
     received by the Trustee pursuant to Section 10.2, increased by any
     income or gains on or increment in such assets and decreased by any
     investment loss or expense, benefit or disbursement paid pursuant to
     the Plan.
     
     10.3 Relationship with Administrator
     
     10.3.1   Neither the Trustee, nor the Investment Committee, if any,
     shall be responsible in any respect for the administration of the
     Plan.  Payments of money or property from the Trust Fund shall be
     made by the Trustee upon direction from the Administrator or its
     designee.  Payments by the Trustee shall be transmitted to the
     Administrator  or its designee for delivery to the proper payees or
     to payee addresses supplied by the Administrator or its designee,
     and the Trustee's obligation to make such payments shall be
     satisfied upon such transmittal.  The Trustee shall have no
     obligation to determine the identity of persons entitled to payments
     under the Plan or their addresses.
     
     10.3.2  Direction from or on behalf of the Administrator or its
     designee shall be communicated to the Trustee or the Trustee's
     designee for that purpose only in a manner and in accordance with
     procedures acceptable to the Trustee.  The Trustee's designee shall
     not, however, be empowered to implement any such direction except in
     accordance with procedures acceptable to the Trustee.  The Trustee
     shall have no liability for following any such direction or failing
     to act in the absence of any such directions.  The Trustee shall
     have no liability for the acts or omissions of any person making or
     failing to make any direction under the Plan or the provisions of
     this Article X nor any duty or obligation to review any such
     direction, act or omission.
     
     10.3.3  If a dispute arises over the propriety of the Trustee making
     any payment from the Trust Fund, the Trustee may withhold the
     payment until the dispute has been resolved by a court of competent
     jurisdiction or settled by the parties to the dispute.  The Trustee
     may consult legal counsel an shall be fully protected in acting upon
     the advise of counsel.
     
     10.4 Investment of Assets
     
     10.4.1  Except as provided in Section 10.4.2, investments of the
     Trust Fund shall be made in the following, but only if compatible
     with the Sponsor's administrative and operational requirement and
     framework:
     
     (A)  shares of any regulate investment company managed in whole or
     in part by the Sponsor or any affiliate of the Sponsor;
     
     (B)  any property purchased through the Sponsor or any affiliate of
     the Sponsor, whether or not productive of income or consisting of
     wasting assets, including without limitation by specification,
     governmental, corporate or personal obligations, trust and
     participation certificates, leaseholds, fees titles, mortgages and
     other interests in realty, preferred and common stocks, convertible
     stocks and securities, shares of regulated investment companies,
     certificates of deposit, put and call options and other option
     contracts of any type, foreign or domestic, whether or not traded on
     any exchange, futures contracts and options on futures contracts
     traded on or subject to the rules of an exchange which has been
     designated as a contact market by the Commodity Futures Trading
     Commission, an independent U.S. government agency, contracts
     relating to the lending of property, evidences of indebtedness or
     ownership in foreign corporations or other enterprises, or
     indebtedness of foreign governments, group trust participation,
     limited or general partnership interests, insurance contracts,
     annuity contracts, any other evidence of indebtedness or ownership
     including oil, mineral or gas properties, royalty interests or
     rights (including equipment pertaining thereto); and
     
     (C)  Qualifying Employer Securities or "qualifying employer real
     properties" (as that term is defined in ERISA Section 407(d) to the
     extent permitted in Section 10.4.3).
     
     10.4.2  (A)  Up to 25% or with the written consent of the Sponsor or
     its representative, an additional percentage of each Plan year's
     contributions may be invested in property as specified in Section
     10.4.1(B) acquired through a person other than the Sponsor or an
     affiliate of the Sponsor.
     
     (B)  Except as permitted by Section 10.4.2 an except as may result
     from a Rollover Contribution or a trust to trust transfer, without
     the written consent of the Sponsor or its representative, property
     may not be acquired through a person other than the Sponsor or an
     affiliate of the Sponsor if following such acquisitions the value of
     the property so acquired would exceed 25% of the value of the Trust
     Fund.
     
     10.4.3  In its sole discretion, the Investment Committee, or Trustee
     if there is no Investment Committee:
     
     (A)  may permit the investment of up to 10% of the Trust Fund in
     Qualifying Employer Securities or "qualifying employer real
     property" (as that term is defined in ERISA Section 407(d)), to the
     extent such investment is compatible with the Sponsor's
     administrative and operational requirements and framework; and
     
     (B)  may determine, subject to Section 10.4.2, that a percentage of
     assets in excess of 10% of the Trust Fund may be invested in
     Qualifying Employer Securities or "qualifying employer real
     property" by a profit-sharing plan.
     
     10.4.4  This Plan will be recognized as a prototype Plan by the
     Sponsor only by complying with the provisions of this Section 10.4.
     
     10.5 Investment Direction, Participant-Directed Assets and
     Qualifying Employer Investments
     
     10.5.1  The Trustee, or Investment Committee if appointed, shall
     manage the investment of the Trust Fund except insofar as (a) an
     Investment Manager has authority to manage Trust assets, or (b)
     Participant-Directed Assets are permitted as specified in the
     Adoption Agreement.  Except as required by ERISA, if an Investment
     Committee is acting, the Trustee shall invest the Trust Fund as
     directed by the Investment Committee, an Investment manager or a
     Participant or Beneficiary, as the case may be, and the Trustee
     shall have no discretionary control over, nor any other discretion
     regarding, the investment or reinvestment of any asset of the Trust.
     
     Participant-Directed Assets shall be invested in accordance with the
     direction of the Participant or, in the event of the Participant's
     death before an Account is fully paid out, the Participant's
     Beneficiary with respect to the assets involved; provided, however,
     that Participant-Directed Assets may not be invested in
     "collectibles" (as defined in Code Section 408(m)(2)).  If there are
     Participant-Directed Assets, the investment of these assets shall be
     made in accordance with such rules and procedures established by the
     Administrator which must be consistent with the rules and procedures
     of the Sponsor or its affiliate, as the case may be.
     
     10.5.2  With respect to Participant-Directed Assets, neither the
     Administrator, the Investment Committee nor the Trustee shall:
     
     (A)  make any investments or dispose of any investments without the
     direction of the Participant or Beneficiary for whom the
     Participant-Directed Assets are maintained, except as provided in
     Section 8.5 so as to pay fees for expenses of the Plan;
     
     (B)  be responsible for reviewing any investment direction with 
     respect to Participant-Directed Assets or for making recommendations
     on acquiring, retaining or disposing of any assets or otherwise
     regarding any assets;
     
     (C)  have any duty to determine whether any investment is an
     authorized or proper one; or
     
     (D)  be liable for following any investment direction or for any
     losses, taxes or other consequences incurred as a consequence of
     investments selected by any Participant or Beneficiary or for
     holding assets uninvested until it receives proper instructions.
     
     10.5.3  If Participant-Directed Assets are permitted, a list of the
     Participant and Beneficiaries and such information concerning them
     as they Trustee may specify shall be provided by the Employer or the
     Administrator to the Trustee and/or such person as are necessary for
     the implementation of the directions in accordance with the
     procedure acceptable to the Trustee.
     
     10.5.4  It is understood that the Trustee may, from time to time,
     have on hand funds which are received as contributions or transfers
     to the Trust Fund which are awaiting investment or funds from the
     sale of Trust Fund assets which are awaiting reinvestment.  Absent
     receipt by the Trustee of a direction from the proper person for the
     investment or reinvestment of such funds or otherwise prior to the
     application of funds in implementation of such a direction, the
     Trustee shall cause such funds to be invested in shares of such
     money market fund or other short term investment vehicle as the
     Trustee, or Investment Committee if appointed, may specify for this
     purpose from time to time.  Any such investment fund may be
     sponsored, managed or distributed by the Sponsor or an affiliate of
     the Sponsor.
     
     10.5.5  Directions for the investment or reinvestment of Trust
     assets of a type referred to in Section 10.4 from the Investment
     Committee, an Investment Manager or  Participant or Beneficiary, as
     the case may be, shall, in a manner and in accordance with procedure
     acceptable to the Trustee, be communicated to and implemented by, as
     the case may be, the Trustee, the Trustee's designee or, with the
     Trustee's consent and if an Investment Committee is operating, a
     broker/dealer designated for the purpose by the Investment
     Committee.  Communication of any such direction to such a designee
     or broker/dealer shall conclusively be deemed an authorization to
     the designee or broker/dealer to implement the direction even
     through coming from a person other than the Trustee.  The Trustee
     shall have no liability for its or any other person's following such
     directions or failing to act in the absence of any such directions. 
     The Trustee shall have no liability for the acts or omissions of any
     person directing the investment or reinvestment of Trust Fund assets
     or making or failing to make any direction referred to in Section
     10.5.6.
     
     10.5.6  The voting and other rights in securities or other assets
     held in the Trust shall be exercised by the Trustee provided,
     however, that if an Investment Committee is appointed, the Trustee
     shall act as directed by such person who at the he time has the
     right to direct the investment or reinvestment of the security or
     other asset involved.
     
     10.5.7  With respect to any Qualifying Employer Securities allocated
     to an Account, each Participant shall be entitled to direct the
     Trustee in writing as to the manner in which Qualifying Employer
     Securities are to be voted.
     
     10.5.8  With respect to any Qualifying Employer Securities allocated
     to an Account each Participant shall be entitled to direct the
     Trustee in writing as to the manner in which to respond to a tender
     or exchange offer or other decisions with respect to the Qualifying
     Employer Securities.
     
     The Administrator shall utilize its best efforts to timely
     distribute or cause to be distributed to each Participant such
     information received from the Trustee as will be distributed to
     shareholders of the Employer in connection with any such tender or
     exchange offer or other similar matter or any vote referred to in
     Section 10.5.7.
     
     10.5.9  If an Investment Committee is appointed, notwithstanding any
     provision hereof to the contrary, in the event the person with the
     right to direct a voting or other decision with respect to any
     security, Qualifying Employer Securities, or other assets held in
     the Trust does not communicate any decision on the matter to the
     Trustee or the Trustee's designee by the time prescribed by the
     Trustee or the Trustee's designee for that purpose or if the Trustee
     notifies the Investment Committee, if applicable, either that it
     does not have precise information as to the securities, Qualifying
     Employer Securities, or other assets involved allocated on the
     applicable record date to the accounts of all Participants and
     Beneficiaries or that time constraints make it unlikely that
     Participant, Beneficiary or Investment Manager direction, as the
     case may be, can be receive on a timely basis, the decision shall be
     the responsibility of the Investment Committee and shall be
     communicated to the Trustee on a timely basis.  In the event an
     Investment Committee with any right under the Plan to direct a
     voting or other decision with respect to any security, Qualifying
     Employer Securities, or other asset held in the Trust, does not
     communicate any decision on the matter to the Trustee or the
     Trustee's designee by the time prescribed by the Trustee for that
     purpose, the Trustee may, at the cost of f the Employer, retain an
     Investment Manager with full discretion to make the decision. 
     Except as required by ERISA, the Trustee shall (a) follow all
     directions above referred to in this Section and (b) shall have no
     duty to exercise voting or other rights relating to any such
     security, Qualifying Employer Securities or other asset.
     
     10.5.10  The Administrator shall establish, or cause to be
     established, a procedure acceptable to the Trustee for the timely
     dissemination to each person entitled to direct the Trustee or its
     designee as to a voting or other decision called for thereby or
     referred to therein of all proxy and other materials bearing on  the
     decision.
     
     10.5.11  Any person authorized to direct the investment of Trust
     assets may, if the Trustee and the Investment Committee, if
     applicable, so permit, direct the Trustee to invest such assets in
     a common or collective trust maintained by the Trustee for the
     investment of assets of qualified trusts under section 401(a) of the
     Code, individual retirement accounts under section 408(a) of the
     code and plans or governmental units described in section 818(a)(6)
     of the Code.  The documents governing any such common or collective
     trust fund maintained by the Trustee, and in which Trust assets have
     been invested, are hereby incorporated into this Article X by
     reference.
     
     10.6 Valuation of Accounts
     
     10.6.1  A Participant's Accounts shall be valued at fair market
     value on each Valuation Date.  Subject to Section 10.6.2(A) as of
     each Valuation Date, the earnings and losses and expenses of the
     Trust Fund shall be allocated to each Participant Account in the
     ratio that such Account Balance in that category of Accounts bears
     to all Account Balances in that category.  With respect to
     Participant-Directed Assets,  the earnings and losses and expenses
     (including transitional expenses pursuant to Section 8.5.2) of such
     Participant-Directed Assets shall be allocated to the Account of the
     Participant or Beneficiary having authority to direct the investment
     of the assets in his or her Account.
     
     10.6.2  The Valuation Date with respect to any distribution
     (including, without limitation, loan distributions and purchase of
     annuities) from any Account upon the occurrence of a Benefit
     Commencement Date or otherwise, shall be:
     
     (A)  with respect to Participant-Directed Assets, the date as of
     which the Account Distribution is made; and 
     
     (B)  with respect to other assets, the Valuation Date immediately
     preceding the Benefit Commencement Date, if applicable, or
     immediately preceding the proposed date of any other distribution
     from any Account.
     
     With respect to any contribution allocable to an Account which has
     been made as of a Valuation Date determined pursuant to this Section
     10.6.2, the principal amount of such contribution distributable
     because of the occurrence of a Benefit Commencement Date shall be
     distributed as soon as practicable after the date paid to the Trust
     Fund.
     
     10.6.3  The assets of the Trust shall be valued at fair market value
     as deterred by the Trustee based upon such sources of information as
     it may deem reliable, including, but not limited to, stock market
     quotations, statistical evaluation services, newspapers of general
     circulation, financial publications, advice from investment
     counselors or brokerage firms, or any combination of sources.  The
     reasonable costs incurred in establishing values of the Trust Fund
     shall be charged against the Trust Fund, unless paid  by the
     Employer.  When the Trustee is unable to arrive at the value based
     upon information from independent sources, it may rely upon
     information from the Employer, Administrator, Investment Committee,
     appraisers or other sources, and shall not incur any liability for
     inaccurate valuation based in good faith upon such information.
     
     10.7 Insurance Contracts
     
     The Trustee, if an Investment Committee is not appointed, Investment
     Committee, or Participant or Beneficiary with respect to
     Participant-Directed Assets, may appoint one or more insurance
     companies to hold assets of the Plan, and may direct, subject to
     Section 7.3, the purchase of insurance contracts or policies from
     one or more insurance companies with assets of the Plan.  Neither
     the Investment Committee, Trustee nor the Administrator shall be
     liable for the validity of any such contract or policy, the failure
     of any insurance company to make any payments or for any act or
     omission of an insurance company with respect to any duties
     delegated to any insurance company.
     
     10.8 The Investment Manager
     
     10.8.1  The Trustee, if an Investment Committee is not appointed,
     Investment Committee, or the Participant or Beneficiary with respect
     to Participant-Directed Assets, may, by an instrument in writing,
     appoint one or more Investment Mangers, who may be an affiliate of
     the Merrill Lynch Trust Company, to direct the Trustee in the
     investment of all or a specified portion of the assets of the Trust
     in property specified in Section 10.4.  Any such Investment Manager
     shall be directed by the Trustee, if an Investment Committee is not
     appointed, Investment Committee, Participant r Beneficiary, as the
     case may be, to act in accordance with the procedures referred to in
     Section 10.5.5.  If appointed, the Investment Committee shall notify
     the Trustee in writing before the effectiveness of the appointment
     or removal of any Investment Manager.  If there is more than one
     Investment Manager whose appointment is effective under the Plan at
     any one time, the Trustee shall, upon written instructions from the
     Investment Committee, Participant or Beneficiary establish separate
     funds for control by each such Investment Manager.  The funds shall
     consist of those Trust Fund assets designated by the Investment
     Committee, Participant or Beneficiary.
     
     10.8.2  Each person appointed as an Investment Manager shall be:
     
     (A)  an investment adviser registered under the Investment Adviser
     Act of 1940,
     
     (B)  a bank as defined in that Act, or
     
     (C)  an insurance company qualified to manage, acquire or dispose of
     any asset of the Plan under the laws of more than one state.
     
     10.8.3  Each Investment Manager shall acknowledge in writing that it
     is a "fiduciary" (as defined in ERSIA Section 3(21)) with respect to
     the Plan.  The Trustee, or the Investment Committee if appointed,
     shall enter into an agreement with each Investment Manager
     specifying the duties and compensation of such Investment Manager
     and the other terms and conditions under which such Investment
     Manager shall be retained.  Neither the Trustee nor the Investment
     Committee, if appointed, shall be liable for any act or omission of
     any Investment Manager and shall not be liable for following the
     advice of any Investment Manager with respect to any duties
     delegated to any Investment Manager.
     
     10.8.4  The Trustee, or Investment Committee if appointed, or the
     Participant or Beneficiary, if applicable with respect to
     Participant-Directed Assets, shall have the power to determine the
     amount of Trust Fund assets to be invested pursuant to the direction
     of a designated Investment Manager and to set investment objectives
     and guidelines for the Investment Manager.
     
     10.8.5  Second Trust Fund.  The Employer may appoint a second
     trustee under the Plan with respect to assets which the Employer
     desires to contribute or have transferred to the Trust Fund, but
     which the other Trustee does not choose to accept: provided,
     however, that if a Merrill Lynch Trust company is a Trustee, its
     consent (which consent maybe evidenced by its acceptance of its
     appointment as Trustee) shall be required.  In the event and upon 
     the effectiveness of the acceptance of the second Trustee's
     appointment, the Employer shall be deemed to have created two trust
     funds under the Plan, each with its own Trustee, each governed
     separately by this Article X.  Each Trustee under such an agreement
     shall, however, discharge its duties and responsibilities solely
     with respect to those assets of the Trust delivered into its
     possession and except pursuant to ERISA, shall have no duties,
     responsibilities or obligations with respect to property of the
     other Trust nor any liability for the acts or omissions of the other
     Trustee.  As a condition to its consent to the appointment of the
     second trustee, the Merrill Lynch Trust Company shall assure that
     record keeping, distribution and reporting procedures are
     established on a coordinated basis between it and the second trustee
     as considered necessary or appropriate with respect to the Trusts.
     
     10.9 Powers of Trustee
     
     10.9.1  At the direction of the person authorized to direct such
     action as referred to in Section 10.5.1, but limited to those assets
     or categories of assets acceptable to the Trustee as referred to in
     Section 10.4, or at its own discretion if no such person is so
     authorized, the Trustee, or the Trustee's designee or a
     broker/dealer as referred to in Section 10.5.5, is authorized and
     empowered:
     
     (A)  To invest and reinvest the Trust Fund, together with the income
     therefrom, in assets specified in Section 10.4;
     
     (B)  To deposit or invest all or any part of the assets of the Trust
     in savings accounts or certificates of deposit or other deposits in
     a bank or savings and loan association or other depository
     institution, including the Trustee or any of its affiliates,
     provided with respect to such deposits with the Trustee or an
     affiliate the deposits bear a reasonable interest rate; 
     
     (C)  To hold, manage, improve, repair and control all property, real
     or personal, forming part of the Trust Fund: to sell, convey,
     transfer, exchange, partition, lease for any term, even extending
     beyond the duration of this Trust, and otherwise dispose of the same
     from time to time;
     
     (D)  To have, respecting securities, all the rights, powers and
     privileges of an owner, including the power to give proxies, pay
     assessments and other sums deemed by the Trustee necessary for the
     protection of the Trust Fund; to vote any corporate stock either in
     person or by proxy, with or without power of substitution, for any
     purpose; to participate in voting trusts, pooling agreements, fore
     closure, reorganizations, consolidations, mergers and liquidations,
     and in connection therewith to deposit securities with or transfer
     title to any protective or other committee; to exercise  or sell
     stock subscriptions or conversion rights; and, regardless of any
     limitations elsewhere in this instrument relative to investments by
     the Trustee, to accept and retain as an investment any securities or
     other property received through the exercise of any of the foregoing
     powers;
     
     (E)  Subject to Section 10.5.4 hereof, to hold in cash, without
     liability for interest, such portion of the Trust Fund which it is
     directed to sold hold pending investments, or payment of expenses,
     or the distribution of benefits;
     
     (F)  To take such actions as may be necessary or desirable to
     protect the Trust from loss due to the default on mortgages held in
     the Trust including the appointment of agents or trustees in such
     other jurisdictions as may seem desirable, to transfer property to
     such agents or trustees, to grant to such agents such powers as are
     necessary or desirable to protect the Trust Fund, to direct such
     agent or trustee, or to delegate such power to direct, and to remove
     such agent or trustee;
     
     (G)  To settle, compromise or abandon all claims and demands in
     favor of or against the Trust Fund;
     
     (H)  To invest in any common or collective trust fund of the type
     referred in Section 10.5.8 hereof maintained by the Trustee;
     
     (I)   To exercise all of the further rights, powers, options and
     privileges granted, provided for, or vested in trustees generally
     under the laws of the State of New Jersey, so that the powers
     conferred upon the Trustee herein shall not be in limitation of any
     authority conferred by law, but shall be in addition thereto;
     
     (J)  To borrow money from any source and to execute promissory
     notes, mortgages or other obligations and to pledge or mortgage any
     trust assets as security, subject to applicable requirements of the
     Code and ERISA; and
     
     (K)  To maintain accounts at, execute transactions through, and lend
     on an adequately secured basis stocks, bonds or other securities to,
     any brokerage or other firm, including any firm which is an
     affiliate of the Trustee.
     
     10.9.2  To the extent necessary or which it deems appropriate to
     implement its powers under Section 10.9.1 or otherwise to fulfill
     any of its duties and responsibilities as trustee of the Trust Fund,
     the Trustee shall have the following additional powers and
     authority:
     
     (A)  to register securities, or any other property, in its name or
     in the name of any nominee, including the name of any affiliate or
     the nominee name designated by any affiliate with or without
     indication of the capacity in which property shall be held, or to
     hold securities in bearer form and to deposit any securities or
     other property in a depository or clearing corporation;
     
     (B)  to designate and engage the services of, and to delegate powers
     and responsibilities to, such agents, representatives, advisers,
     counsel and accountants as the Trustee considers necessary or
     appropriate, any of whom may be an affiliate of the Trustee or a
     person who renders services to such an affiliate, and, as a part of
     its expenses under this Trust Agreement, to pay their reasonable
     expenses and compensation;
     
     (C) to make, execute and deliver, as Trustee, any and all deeds,
     leases, mortgages, conveyances, waivers releases or other
     instruments in writing necessary or appropriate for the
     accomplishment of any of the powers listed in this Trust Agreement;
     and 
     
     (D)  generally to do all other acts which the Trustee deems
     necessary or appropriate for the protection of the Trust Fund.
     
     10.9.3  The Trustee shall have no duties or responsibilities other
     than those specified in the Plan.
     
     10.10     Accounting and Records
     
     10.10.1  The Trustee shall maintain or cause to be maintained
     accurate records and accounts of all Trust transactions and assets. 
     The records and accounts shall be available at reasonable times
     during normal business hours for inspection or audit by the
     Administrator, Investment Committee, if appointed, or any person
     designated for the purpose by either of them.
     
     10.10.2  Within 90 days following the close of each fiscal year of
     the Plan or the effective date of the removal or resignation of the
     Trustee, the Trustee shall file with the Administrator a written
     accounting setting forth all transactions since the end of the
     period covered by the last previous accounting.  The accounting
     shall include a listing of the assets of the Trust showing the value
     of such assets at the close of the period covered by the accounting. 
     On direction of the Administrator, and if previously agreed to by
     the Trustee, the Trustee shall submit to the Administrator interim
     valuations, reports or other information pertaining to the Trust.
     
     The Administrator may approve the accounting by written approval
     delivered to the Trustee or by failure to deliver written objectives
     to the Trustee within 60 days after receipt of the accounting.  Any
     such approval shall be binding on the Employer, the Administrator,
     the Investment Committee and, to the extent permitted by ERISA, all
     other persons.
     
     10.11     Judicial Settlement of Accounts
     
     The Trustee can apply to a court of competent jurisdiction at any
     time for judicial settlement of any matter involving the Plan
     including judicial settlement of the Group Trustee's account.  If it
     does so, the Trustee must give the Administrator the opportunity to
     participate in the court proceedings, but the Trustee can also
     involve other persons. Any expenses the Trustee incurs in legal
     proceedings involving the Plan, including attorney's fees, are
     chargeable to the Trust Fund as an administrative  expense.  Any
     judgement or decree which may be entered in such a proceeding,
     shall, subject to the provision of ERISA, be conclusive upon all
     persons having or claiming to have any interest in the Trust Fund or
     under any Plan.
     
     10.12     Resignation and Removal of Trustee
     
     10.12.1  The Trustee may resign at any time upon at least 30 days'
     written notice to the Employer.
     
     10.12.2  The Employer may remove the Trustee upon at least 30 days'
     written notice to the Trustee.
     
     10.12.3  Upon resignation or removal of the Trustee, the Employer
     shall appoint a successor trustee.  Upon failure of the Employer to
     appoint, or the failure of the effectiveness of the appointment by
     the Employer of, a successor trustee by the effective date of the
     resignation or removal, the Trustee may apply to any court of
     competent jurisdiction for the appointment of a successor.
     
     Promptly after receipt by the Trustee of notice of the effectiveness
     of the appointment of the successor trustee: (a) the Trustee shall
     deliver to the successor trustee such records as may be reasonably
     requested to enable the successor trustee to properly administer the
     Trust Fund and all property of the Trust Fund and all property of
     the Trust after deducting therefrom such amounts as the Trustee
     deems necessary to provide for expenses, taxes, compensation or
     other amounts due to or by the Trustee not paid by the Employer
     prior to the delivery; and (b) except if the second Trustee is
     removed or resigns, the Plan will no longer be considered a
     prototype plan.
     
     10.12.4  Upon resignation or removal of the Trustee, the Trustee
     shall have the right to a settlement of its account, which
     settlement shall be made, at the Trustee's option, either by an
     agreement of settlement between the Trustee and the Employer or by
     a judicial settlement in an action instituted by the Trustee.  The
     Employer shall bear the cost of any such judicial settlement,
     including reasonable attorney fees.
     
     10.12.5  The Trustee shall not be obligated to transfer Trust assets
     until the Trustee is provided assurance by the Employer satisfactory
     to the Trustee that all fees and expenses reasonably anticipated
     will be paid.
     
     10.12.6  Upon settlement of the account and transfer of the Trust
     Fund to the successor trustee, all rights and privileges under the
     Trust Agreement shall vest in the successor trustee and all
     responsibility and liability of the Trustee with respect to the
     Trust and assets thereof shall, except as otherwise required by
     ERISA, terminate subject only to the requirement that the Trustee
     execute all necessary documents to transfer the Trust assets to the
     successor trustee.
     
     10.13     Group Trust
     
     10.13.1  If elected by the Employer in the Adoption Agreement, the
     Trustee shall be the Trustee for this Plan and for each other
     qualified plan specified in the Adoption Agreement; provided,
     however, that such other qualified plan is in effect pursuant to an
     Adoption Agreement under this Prototype Plan.  Any reference to
     Trustee and to the Trust Fund in this Plan shall mean the Trustee as
     the trustee of a Group Trust consisting of the assets of each such
     plan.  The Plan and each other qualified plan specified in the
     Adoption Agreement shall be deemed to join in and adopt the Trust as
     the trust for each such plan.  By executing the Adoption Agreement,
     the Trustee accepts designation as Trustee of this Group Trust.
     
     10.13.2  The Trustee shall establish and maintain such accounting
     records for each of the Plans as shall be necessary to reflect the
     interest in the Group Trust applicable at any time or from time to
     time to each Plan.  No part of the corpus or income of the Group
     Trust allocable to an individual Plan may be used for or diverted to
     any purposes other than for the exclusive benefit of Participants
     and their Beneficiaries entitled to benefits under that Plan.  The
     allocable interest of a Plan in the Group Trust may not be assigned.
     
     ARTICLE XI
     PLAN AMENDMENT OR TERMINATION
     
     11.1 Prototype Plan Amendment
     
     11.1.1  The mass submitter, Merrill Lynch, Pierce, Fenner & Smith
     Incorporated and any successor thereto, may amend any part of the
     Prototype Plan.  For purposes of sponsoring organization amendments,
     the mass submitter shall be recognized as the agent of the
     sponsoring organization.  If the sponsoring organization does not
     adopt the amendments made by the mass submitter, it will not longer
     be identical to or a minor modifier of the mass submitter plan.
     
     11.1.2  An Employer shall have the right at any time, by an
     instrument in writing, effective retroactively or other wise, to (A)
     change the choice of options in the Adoption Agreement, in whole or
     in part; (B) add overriding language in the Adoption Agreement when
     such language is needed to satisfy Code Section 415 or Code Section
     416 because of the required aggregation of multiple plans; and (C)
     add certain model amendments published by the Internal Revenue
     Service Which specifically provided that their adoption will not
     cause the Plan to be treated as individually designed.  No such
     amendment, however, shall have any of the effects specified in
     Section 11.2..  If the adopting Employer amends the Plan or
     nonelective portions of the Adoption Agreement excepts as previously
     provided, it will no longer participate in the Prototype Plan, but
     will be considered to have an individually designed plan for
     purposes of qualification under Code Section 401(a).  In the event
     the Employer is switching from an individually designed plan or from
     one prototype plan to another, a list of the Section "411(d)(6)
     protected benefits" that must be preserved may be attached, and such
     a list would not be considered an amendment to the plan.
     
     11.1.3  This Plan will be recognized as a Prototype Plan by the
     Sponsor only by complying with the registration requirements as
     specified in the Adoption Agreement.
     
     11.2 Plan Amendment
     
     11.2.1  Except as provided in Section 11.2.2, no amendment pursuant
     to Section 11.1 shall:
     
     (A) authorize any part of the Trust Fund to be used for, or diverted
     to, purposes other than for the exclusive benefit of Participants or
     their Beneficiaries;
     
     (B)  decrease the accrued benefits of any Participant or his or her
     Beneficiary under the Plan; An amendment which has the effect of (1)
     eliminating or reducing an Early Retirement benefit or a retirement-
     type subsidy, or (2) eliminating an optional form of benefit
     payment, with respect to benefits attributable to service before the
     amendment shall be treated as reducing accrue benefits.  In the case
     of a retirement-type subsidy, the preceding sentence shall apply
     only with respect to a Participant who satisfies (either before or
     after the amendment) the preamendment conditions for the subsidy. 
     In general, a retirement-type subsidy is a subsidy that continues
     after retirement, but does not include a qualified disability
     benefit, a medical benefit, a social security supplement, a death
     benefit (including life insurance),  or a plant shutdown benefit
     (that does not continue after retirement age).
     
     (C)  reduced the vested percentage of any Participant determined
     without regard to such amendment as of the later of the date such
     amendment is adopted or the date it becomes effective;
     
     (D)  eliminate an optional form of benefit distribution with respect
     to benefits attributable to service before the amendment; or 
     
     (E)  change the vesting schedule, or in any way amend the Plan to
     either directly or indirectly affect the computation of a
     Participant's vested percentage, unless each Participant having no
     less than 3 years of Vesting Service is permitted to elect, within
     a reasonable period specified by the Administrator after the
     adoption of such amendment, to have his or her vested percentage
     computed without regard to such amendment.
     
     For Participants who do not have at least one Hour of Service in any
     Plan Year beginning after December 31, 1988, the preceding sentence
     shall be applied by substituting "5 Years of Vesting Service" for "3
     Years of Vesting Service" where such language appears.  The period
     during which the election may be made shall commence with the date
     the amendment is adopted and shall end on the later of :
     
     (i)  609 days after the amendment is adopted;
     
     (ii)  60 days after the amendment becomes effective; or 
     
     (iii)  60 days after the Participant is issued written notice by the
     Administrator.
     
     11.2.2  Anything contained in this Section 11.2 to the contrary
     notwithstanding, a Participant's benefit may be reduced to the
     extent permitted under Code Section 412(c)(8).
     
     11.3 Right of the Employer to Terminate Plan
     
     11.3.1  The Employer intends an expects that from year to year it
     will be able to and will deem it advisable to continue this Plan in
     effect and to make contributions as herein provided.  The Employer
     reserves the right, however, to terminate the Plan with respect to
     its Employees at any time by an instrument in writing delivered to
     the Administrator and the Trustee, or to completely discontinue its
     contributions thereto at any time.
     
     11.3.2  The Plan will also terminate: (A) if the Employer is a sole
     proprietorship, upon the death of the sole proprietor; (B) if the
     Employer is a partnership, upon termination of the partnership; (C)
     if the Employer is judicially declared bankrupt or insolvent; (D)
     upon the sale or other disposition of all or substantially all of
     the assets of the business; or (E) upon any other termination of the
     business.  Any successor to or purchaser of the Employer's trade or
     business, after any event specified in the prior sentence may
     continue the Plan in which case the successor or purchaser will
     thereafter be considered the Employer for purposes of the Plan. 
     Such a successor or purchaser shall execute an appropriate Adoption
     Agreement if and when requested by the Administrator.
     
     11.3.3  Anything contained herein to the contrary notwithstanding,
     if the Employer fails to attain or retain qualification of the Plan
     under Code Section 401(a), the Plan will not participate in this
     Prototype Plan and will, instead, be considered an individually
     designed plan for purposes of such qualification.
     
     11.4 Effect of Partial or Complete Termination or Complete
     Discontinuance of Contributions
     
     11.4.1  Determination of Date of Complete or Partial Termination.
     The date of complete or partial termination shall be established by
     the Administrator in accordance with the directions of the Employer
     (if then in existence) in accordance with applicable law.
     
     11.4.2  Effect of Termination.
     
     (A)  As of the date of a partial termination of the Plan:
     
     (i)  the accrued benefit of each affected Participant, to the extent
     funded, shall become nonforfeitable;
     
     (ii)  no affected Participant shall be granted credit based on Hours
     of Service after such date;
     
     (iii)  Compensation paid to affected Participants after such date
     shall not be taken into account; and
     
     (iv)  no contributions by affected Participants shall be required or
     permitted.
     
     (B) A of the date of the complete termination of the Plan or of a or
     a complete discontinuance of contributions:
     
     (i)  the accrued benefit of each affected Participant to the extent
     funded, shall become nonforfeitable;
     
     (ii)  no affected Participant shall be granted credit based on Hours
     of Service after such date;
     
     (iii)  Compensation paid after such date shall not be taken into
     account;
     
     (iv)  no contributions by affected Participants shall be required or
     permitted;
     
     (v)  no Eligible Employee shall become a Participant after such
     date; and
     
     (vi)  except as may otherwise be required by applicable law, all
     obligations of the Employer and Participating Affiliates to fund the
     Plan shall terminate.
     
     (C)  All other provisions of the Plan shall remain in effect unless
     otherwise amended.
     
     11.4.3  Upon the complete discontinuance of profit-sharing
     contributions under the Plan, at the Employer's election, either the
     Trust Fund shall continue to e held and distributed as if the Plan
     had not been terminated (in which case such Plan shall continue to
     be subject to all requirements under Title I of ERISA, and
     qualification requirements under the Code) or any and all assets
     remaining in the Trust Fund as of the date of such termination or
     discontinuance, together with any earnings subsequently accruing
     thereon, shall be distributed by the Trustee to the Participant at
     the Administrator's direction.  Upon the complete termination of the
     Plan, the Trust Fund shall be distributed to Participants within one
     year after the date of termination.
     
     If the Plan does not offer an annuity option (purchased from a
     commercial provider) and if the Employer or any Affiliate does not
     maintain another Defined Contribution Plan (other than an employee
     stock ownership plan as defined in Code Section 497(e)(7)) the
     Participant's benefit may, without the Participant's consent, be
     distributed to the Participant.  However, if any Affiliate maintains
     another Defined Contribution Plan (other than an employee stock
     ownership plan as defined in Code Section 4975(e)(7)), then the
     Participant's Account(s) will be transferred, without the
     Participant's consent, to the other plan if the Participant does not
     consent to an immediate distribution.  Distributions shall be made
     in compliance with the applicable provisions, including
     restrictions, of Articles VI and VII.  The Trust Fund shall continue
     in effect until all distributions therefrom are complete.  Upon the
     completion of such distributions, the Trustee shall be relieved from
     all further liability with respect to al amounts so paid or
     distributed.
     
     11.5 Bankruptcy
     
     In the event that the Employer shall at any time be judicially
     declared bankrupt or insolvent without any provisions being made for
     the continuation of this Plan, the Plan shall be completely
     terminated accordance with this Article XI.
     
     ARTICLE XII MISCELLANEOUS PROVISIONS
     
     12.1 Exclusive Benefit of Participants
     
     Notwithstanding anything in the Plan to the contrary, the Trust Fund
     shall be held for the benefit of all persons who shall be entitled
     to receive payments under the Plan.  Subject to Section 3.10, it
     shall be prohibited at any time for any part of the Trust Fund
     (other than such part as is required to pay expenses) to be used
     for, or diverted to, purposes other than for the exclusive benefit
     of participants or their Beneficiaries.
     
     12.2 Plan Not a Contract of Employment
     
     The Plan is not a contract of Employment, and the terms of
     Employment of any Employee shall not be affected in any way by the
     Plan or related instruments except as specifically provided therein.
     
     12.3 Action by Employer
     
     Any action by an Employer which is a corporation shall be taken by
     the board of directors of the corporation or any person or persons
     duly empowered to exercise the powers of the corporation with
     respect to the Plan.  In the case of an Employer which is a
     partnership, action shall be taken by any general partner of the
     partnership, and in the case of an Employer which is a sole
     proprietorship, action shall be taken by the sole proprietor.
     
     12.4 Source of Benefits
     
     Benefits under the Plan shall be paid or provided for solely from
     the Trust Fund, and neither the Employer, any Participating
     Affiliate, the Trustee, the Administrator, no any Investment Manager
     or insurance company shall assume any liability under the Plan
     therefor.
     
     12.5 Benefits Not Assignable
     
     Benefits provided under the Plan may not be assigned or alienated,
     either voluntarily or involuntarily.  In the event that a
     Participant or Beneficiary becomes individually liable with respect
     to any expenses listed in Section 8.5, the provision of Section
     401(a)(13) of the Code shall be applicable with respect to any claim
     the Plan may have against the Participant or Beneficiary
     individually with respect to such expenses.  The preceding sentence
     shall also apply to the creation, assignment or recognition of a
     right to any benefit payable with respect to a Participant pursuant
     to a"domestic relations order" (as defined in Code Section 414(p))
     unless such order is determined by the Administrator to be a
     "qualified domestic relations order" (as defined in Code Section
     414(p)) or, in the case of a "domestic relations order" entered 
     before January 1, 1985, if either payment of benefits pursuant to
     the order has commenced as of that date or the Administrator decides
     to treat such order as a "qualified domestic relations order" within
     the meaning of Code Section 414(p) even if it does not otherwise
     qualify as such.
     
     12.6 Domestic Relations Orders
     
     Any other provision of the Plan to the contrary notwithstanding, the
     Administrator shall have all powers necessary with respect to the
     Plan for the proper operation of Code Section 414(p) with respect to
     "qualified domestic relations order" (or domestic relations orders"
     treated as such) referred to in Section 12.5, including, but not
     limited to, the power to establish all necessary or appropriate
     procedures, to authorize the establishment of new accounts with such
     assets and subject to such investment control by the Administrator
     as the Administrator may deem appropriate, and the Administrator may
     decide upon and direct appropriate distributions therefrom.
     
     12.7 Claims Procedure
     
     In the event that a claim by a Participant, Beneficiary, or other
     person for benefits under the Plan is denied, the Administrator will
     so notify the claimant, giving the reasons for the denial.  This
     notice will also refer to the specific provisions of the Plan on
     which the denial was based, will specify whether any additional
     information is needed from the Participant or Beneficiary and will
     explain the review procedure.
     
     Within 60 days after receiving the denial, the claimant may submit,
     directly or through a duly authorized representative, a written
     request for reconsideration of the application to the Administrator. 
     Documents or records relied on by the claimant should be filed with
     the request.  The person making the request may review relevant
     documents and submit issues and additional comments in writing.
     
     The Administrator will review the claim within 60 days (or 120 days
     if a hearing is held because special circumstances exist) and
     provide a written response to the appeal.  The response will explain
     the reasons for the decision and will refer to the Plan provisions
     on which the decision is based.  The decision of the Administrator
     is the final one under this claims procedure.
     
     12.8 Records and Documents; Errors
     
     Participants and Beneficiaries must supply the Administrator with
     such personal history data as may be required by the Administrator
     in the operation of the Plan.  Proof of age, when required, must be
     established by evidence satisfactory to the Administrator, and the
     records of the Employer and Participating Affiliates concerning
     length of service and compensation may be accepted by the
     Administrator as conclusive for the purposes of the Plan.  Should
     any error in the records maintained under the Plan result in any
     Participant or Beneficiary receiving from the Plan more or less than
     he or she would have been entitled to receive had the records been
     correct, the Administrator, in its discretion, may correct such
     error and, as far as practicable, may adjust benefits in such manner
     that the aggregate value of the benefit under the Plan shall be the
     amount to which such Participant or Beneficiary was properly
     entitled.
     
     12.9 Benefits Payable to Minors, Incompetents and Others
     
     In the event any benefit is payable to a minor or to a Participant
     or Beneficiary declared incompetent by a court having jurisdiction
     over such matters and a guardian, committee, conservator or other
     legal representative of the estate of such a person is appointed,
     benefits to which he or she is entitled shall be paid to the legally
     appointed person.  The receipt by any such person to whom any such
     payment on behalf of any Participant or Beneficiary is made shall be
     a sufficient discharge thereof.
     
     12.10     Plan Merger or Transfer of Assets
     
     12.10.1  The merger or consolidation of the Employer with any other
     person, or the transfer of the assets of the Employer to any other
     person, or the merger of the Plan with any other plan shall not
     constitute a termination of the Plan if provision is made for the
     continuation of the Plan.
     
     12.10.2  The Plan may not merger or consolidate with, or transfer
     any assets or liabilities to, any other plan, unless each
     Participant would (if the Plan had then terminated) receive a
     benefit immediately after the merger, consolidation or transfer
     which is equal to or greater than the benefit he or she would have
     been entitled  to received immediately before the merger,
     consolidation or transfer (if the Plan had then terminated).  Any
     merger or consolidation shall not constitute a termination of a Plan
     or require the acceleration of vesting of Participant's Account
     Balances.
     
     12.11     Participating Affiliates
     
     12.11.1  With the consent of the Employer and by duly authorized
     action, any Affiliate may adopt the Plan.  Such Affiliate shall
     determine the classes of its Employees who shall be Eligible
     Employees and the amount of its contribution to the Plan on behalf
     of such Employees.
     
     12.11.2  With the consent of the Employer and by duly authorized
     action, a Participating Affiliate may terminate its participation in
     the Plan or withdraw from the Plan.  Any such withdrawal shall be
     deemed an adoption by such Participating Affiliate of a plan and
     trust identical to the Plan and the Trust, except that all
     references to the Employer shall be deemed to refer to such
     Participating Affiliate.  At such time and in such manner as the
     Employer directs the assets of the Trust allocable to Employees of
     such Participating Affiliate shall be transferred to the trust
     deemed adopted by such Participating Affiliate.
     
     12.11.4  A Participating Affiliate shall have no power with respect
     to the Plan except as specifically provided herein.
     
     12.12  Controlling Law
     
     The Plan is intended to qualify under Code Section 401(a) and to
     comply with ERISA, and its terms shall be interpreted accordingly. 
     Otherwise, to the extent not preempted by ERISA, the laws of the
     State of New York shall control the interpretation and performance
     of the terms of the Plan.
     
     12.13  Singular and Plural and Article and Section References
     
     As used in the Plan, the singular includes the plural, and the
     plural includes the singular, unless qualified by the context. 
     Titles of Articles and Sections of the Plan are for convenience of
     reference only and are to be disregarded in applying the provisions
     of the Plan.  Any reference is this Prototype Plan to an Article or
     Section is to the Article or Section so specified of the Prototype
     Plan, unless otherwise indicated.
     
     
     
     EXHIBIT 4.2
     
     
     MERRILL LYNCH
     
     ------------
     SPECIAL
     ------------
     
     PROTOTYPE DEFINED
     
     CONTRIBUTION PLAN
     
     ADOPTION AGREEMENT
     
                                                                        
                                                     
     
     401(K) PLAN
     
     EMPLOYEE THRIFT PLAN
     
     PROFIT-SHARING PLAN
     
     
     Letter Serial Number:  D359287b
     National Office Letter Date:  6/29/93
     
     
     This Prototype Plan and Adoption Agreement are important legal
     instruments with legal and  tax implications for which the Sponsor,
     Merrill Lynch, Pierce, Fenner & Smith Incorporated, does not assume
     responsibility.  The Employer is urged to consult with its own
     attorney with regard to the adoption of this Plan and its
     suitability to its circumstances.
     
     
     Adoption of Plan
     
     The Employer named below hereby establishes or restates a profit-
     sharing plan that includes a 401(K) (the "Plan") by adopting the
     Merrill Lynch Special Prototype Defined Contribution Plan and Trust
     as modified by the terms and provisions of this Adoption Agreement.
     
     Employer and Plan Information
     
     Employer Name:*  Chyron Corp.
     
     Business Address:  5 Hub Drive
                        Melville, NY  11747
     
     Telephone Number:  (516) 845-2069
     
     Employer Taxpayer ID Number:  11-2117385
     
     Employer Taxable Year ends on :  December 31st
     
     Plan Name:  Chyron Corp. 401(K) Plan
     
     Plan Number:  001
                                                                        
     401(K) Profit Thrift Sharing
     
     Effective Date of Adoption or Restatement: 01/01/95  
     
     Tax Reform Act of 1986 Restatement Date:                           
                                       
     Original Effective Date: 01/01/94                   
     
     If this Plan is a continuation or an amendment of a prior plan, all
     optional forms of benefits provided in the prior plans must be
     provided under this Plan to any Participant who had an account
     balance, whether or not vested in the prior plan.
                                                                        
                
     *If there are any Participating Affiliates in this Plan, list below
     the proper name of each Participating Affiliate.
     
     
               
     ARTICLE I.  Definitions
     
     A.  "Compensation"
     
     (1)  With respect to each Participant, except as provided below,
     Compensation shall mean the 401(K) and/or Thrift compensation for
     Code Section 415 safe-harbor purposes (as defined in Section 3.9.1
     (H)(i) of basic plan document #03) for the applicable period
     selected in Item 5 below.                                       
     
     (2)  Treatment of Elective Contributions for purposes of
     contributions, Compensation shall include Elective Deferrals and
     amounts excludable from the gross income of the Employee under Code
     Section 125, Code Section 402(e)(3), Code Section 402(h) or Code
     Section 403(b) ("elective contributions").
     
     (3)  CODA Compensation for purposes of the ADP and ACP Tests,
     Compensation shall include "elective contributions".
     
     (4)  With respect to Contributions to an Employer Contributions
     Account, Compensation shall include all Compensation during the Plan
     Year in which the Participants enters the Plan.
     
     (5)  The applicable period for determining Compensation shall be the
     Plan Year.
     
     B.  "Disability"
     
     (1)  Definition:
     Disability shall mean a condition which results in the Participant's 
     total and permanent inability to meet the requirements of the
     Participant's customary employment which can be expected to last for
     a continuous period of not less than 12 months.
     
     (2)  Contributions Due to Disability:
     no contributions to an Employer Contributions Account will be made
     on behalf of a Participant due to his or her Disability.
     
     C.  "Early Retirement"
     Early Retirement is not permitted.
     
     D.  "Eligible Employees"
     the following Employees are not eligible to participate in the Plan:
     
     Employees included in a unit of Employees covered by a collective
     bargaining agreement between the Employer or a Participating
     Affiliate and the Employee representatives (not including any
     organization more than half of whose members are Employees who are
     owners, officers, or executives of the Employer or Participating
     Affiliate) in the negotiation of which retirement benefits were the
     subject of good faith bargaining, unless the bargaining agreement
     provides for participation in the Plan.
     
     Non-resident aliens who received no earned income from the Employer
     or a Participant Affiliate which constitutes income from source
     within the United States.
     
     E.  "Entry Date"
     Entry Date shall mean the first day of the Plan Year and the first
     day of the seventh month of the Plan Year following the date the
     Employee meets the eligibility requirements.
     
     F.  "Hours of Service"
     Hours of Service for the purpose of determining a Participant's
     Period of Severance and Year of Service shall be determined on the
     basis of the method specified below:
     
     1.  Eligibility Service: For purposes of determining whether a
     Participant has satisfied eligibility requirements, the following
     method shall be used 401(k) and/or Thrift elapse time period.
     
     2.  Vesting Service: A Participant's nonforfeitable interest shall
     be determined on the basis of hourly records method.
     
     3.  Hourly Records:  For the purpose of determining Hours of Service
     under the hourly record method only actual hours for which an
     Employee is paid or entitled to payment shall be counted.
     
     G.  "Integration Level"
     This Plan is not integrated with Social Security.
     
     H.  "Limitation Compensation"
     For purposes of Code Section 415, Limitation Compensation shall be
     compensation as determined for purposes of Code Section 415 Safe-
     Harbor as defined in Section 3.9.1(H)(i) of basic plan document #03.
     
     I.  "Limitation Year"
     For purposes of Code Section 415, the Limitation Year shall be the
     Plan Year.
     
     J.  "Net Profits"
     Net Profits are not necessary for any contribution.
     
     K. "Normal Retirement Age"
     Normal Retirement Age shall be attainment of age 65 (not more than
     65) by the Participant.
     
     L.  "Participant Directed Assets"
     Participant Directed Assets are premitted.
     
     M.  "Plan Year"
     The Plan Year shall end on the 31st day of December.
     
     N.  "Predecessor Service"
     Predecessor service will be credited only as required by the Plan.
     
     O.  "Valuation Date"
     The Valuation Date shall mean Daily.
     
     
     ARTICLE II.  Participation
     
     Participation Requirements:
     An Eligible Employee must meet the following requirements to become
     a Participant.  Attainment of age 18 (maximum 20 1/2) and completion
     of 1/4 (not more than 1/2) Years of Service.  If this is selected no
     Hours of Service shall be counted for 401(k) and/or Thrift.
     
     Each Employee who is an Eligible Employee on 01/01/94 will be deemed
     to have satisfied the participation requirements on the effective
     date without regard to such Eligible Employee's actual age and/or
     service for 401(k) and/or Thrift.
     
     
     ARTICLE III.  401(K) Contributions and Account Allocation
     
     A.  Elective Deferrals: 
     If selected below, a Participant's Elective Deferrals will be a
     dollar amount or a percentage of Compensation, as specified by the
     Participant on his or her 401(k) Election form, which may not exceed
     20% of his or her Compensation.
     
     B. Matching 401(k) Contributions: 
     If selected below, the Employer may make Matching 401(k)
     Contributions for each Plan Year:
     
     Discretionary Formula:  Discretionary Matching 401(k) Contribution
     equal to such a dollar amount or percentage of Elective Deferrals,
     as determined by the Employer, which shall be allocated in an amount
     not to exceed 10% of each Participant's first 4% of Compensation
     contributed as Elective Deferrals for the Plan Year.  If any
     Matching 401(k) Contribution remains, it is allocated to each such
     Participant in an amount not to exceed _____% of the next _____% of
     each Participant's Compensation contribution as Elective Deferrals
     for the Plan Year.
     
     C.  Participants Eligible for Matching 401(K) Contribution
     Allocation:
     The following Participants shall be eligible for an allocation to
     their Matching 401(k) Contributions Account.  Any Participant who
     makes Elective Deferrals.
     
     D.  Qualified Matching Contributions:
     If selected below, the Employer may make Qualified Matching
     Contributions for each Plan year:
     
     1.  In its discretion, the Employer may make Qualified Matching
     Contributions on behalf of only those Participants who are Nonhighly
     Compensated Employees and who make Elective Deferrals for that Plan
     Year.
     
     2.  Qualified Matching Contributions will be contributed and
     allocated to each Participant in an amount equal to such an amount,
     determined by the Employer, which is needed to meet the ACP Test.
     
     3.  In its discretion, the Employer may elect to designate all or
     any part of Matching 401(k) Contributions as Qualified Matching
     contributions that are taken into account as Elective Deferrals --
     included in the ADP Test and excluded from the ACP Test -- on behalf
     of only Participants who are Nonhighly Compensated Employees who
     make Elective Deferrals for that Plan Year.
     
     E.  Qualified Nonelective Contributions:
     If selected below, the Employer may make Qualified Nonelective
     Contributions for each Plan Year:
     
     1.  In its discretion, the Employer may make Qualified Nonelective
     contributions on behalf of only Eligible Participants who are
     Nonhighly Compensated Employees.
     
     2.  Qualified Nonelective Contributions will be contributed and
     allocated to each Eligible Participant in an amount equal to such an
     amount determine by the Employer, which is needed to meet either the
     ADP Test or ACP Test.
     
     3.  At the discretion of the Employer, as needed and t taken into
     account as Elective Deferrals included in the ADP Test on behalf of
     only those Eligible Participants who are Nonhighly Compensated
     Employees.
     
     F.  Elective Deferrals used in ACP Test:
     At the discretion of the Employer, Elective Deferrals may be used to
     satisfy the ACP Test.
     
     G.  Making and Modifying a 401(k) Election:
     An Eligible Employee shall be entitled to increase, decrease or
     resume his or her Elective Deferral percentage with the following
     frequency during the Plan year - quarterly.
     
     Any such increase, decrease or resumption shall be effective as of
     the first payroll period coincident with or next following the first
     day of each period set forth above.  A Participant may completely
     discontinue making Elective Deferrals at any time effective for the
     payroll period after written notice is provided to the
     Administrator.
     
     
     ARTICLE IV.  Profit-Sharing Contributions and Account Allocation
     
     A.  Profit-Sharing contributions:  N/A
     B.  Allocation of Contributions to Employer Contributions Account: 
         N/A
     C.  Participant Eligible for Employer Contribution Allocation: N/A
     
     
     ARTICLE V.  Thrift Contributions
     
     A.  Employee Thrift Contributions:  N/A
     B.  Matching and modifying an Employee Thrift Contribution Election: 
         N/A
     C.  Thrift Matching Contributions: N/A
     D.  Qualified Matching Contributions: N/A
     
     
     ARTICLE VI.  Participant Contributions
     
     Participant Voluntary Nondeductible Contributions:
     Participant Voluntary Nondeductible Contributions are not permitted.
     
     
     ARTICLE VII.  Vesting
     
     A.  Employer Contribution Accounts:
     
     1.  A Participant shall have a vested percentage in his or her
     Profit-Sharing Contributions, Matching 401(k) Contributions and/or
     Matching Thrift Contributions, if applicable, in accordance with the
     following schedule:
     
     100% vesting immediately upon participation. Grading Vesting
     Schedule: 33-1/2% after 1 year of Vesting Service; 67% after 2 years
     of Vesting Service; 100% (not less than 20%) after 3 years of
     Vesting Service.
     
     2.  Top Heavy Plan.  Vesting Schedule is 100% vesting immediately
     upon participation.  33 1/2% after 1 year of Vesting Service; 67%
     (not less than 20%) after 2 years of Vesting Service; 100% (not less
     than 40%) after 3 years of Vesting Service.
     
     Top Heavy Ratio:
     
     If the adopting Employer maintains or has ever maintained a
     qualified defined benefit plan, for purposes of establishing present
     value to compute the top-heavy ratio, any benefit shall be
     discontinued only for mortality and interest based o in the
     following:
     
     Interest Rate:  8%
     Mortality Table:  Up '84
     
     For purposes of computing the top-heavy ration, the valuation ate
     shall be the last business day of each Plan Year.
     
     B.  Allocation of Forfeitures:  N/A
     
     C.  Vesting Service:
     For purposes of determining Years of Service for Vesting Service all
     Years of Service shall be included.
     
     
     ARTICLE VIII.  Deferral of Benefit Distributions, In-Service
     Withdrawals and Loans
     
     A.  Deferral of Benefit Distribution: N/A
     
     B.  In-Service Distributions:
     In-Service distributions may be made from any of the Participant's
     vested Accounts, at any time upon or after the occurrence of the
     following events:  A Participant's attainment of age 59-1/2 or due
     to hardships as defined in Section 5.9 of the Plan.
     
     C.  Loans:
     Loans are permitted.
     
     
     
     ARTICLE IX  Group Trust
     
     Group Trust:  N/A
     
     
     ARTICLE X.  Miscellaneous
     
     A.  Identification of Sponsor:
     The address and telephone number of the Sponsor's authorized
     representative is 800 Scudders Mill Road, Plainsboro, new Jersey
     08536; (609) 282-2272.  This authorized representative can answer 
     inquiries regarding the adoption of the Plan, the intended meaning
     of any Plan provisions, an the effect of the opinion letter.
     
     The Sponsor will inform the adopting Employer of any amendments made
     to the Plan or the discontinuance or abandonment of the Plan.
     
     B.  Plan Registration:
     
     1.  Initial Registration:  This plan must be registered with the
     Sponsor, Merrill Lynch, Pierce, Fenner & Smith Incorporate, in order
     to be considered a Prototype Plan by the Sponsor.  Registration is
     required so that the Sponsor is able to provide the Administrator
     with documents, forms and announcements relating to the
     administration of the Plan with Plan amendments and other documents,
     all of which relate to administering the Plan in accordance with
     applicable law and maintaining compliance of the Plan with the law.
     
     The Employer must complete and sign the Adoption Agreement.  Upon
     receipt of the Adoption Agreement, the Plan will be registered as a
     Prototype Plan of Merrill Lynch, Pierce, Fenner & Smith
     Incorporated.  The Adoption Agreement will be countersigned by an
     authorized representative and a copy of the countersigned Adoption
     Agreement will be return to the Employer.
     
     2.  Registration Renewal:  Annual registration renewal is required
     in order for the employer to continue to receive any and all
     necessary updating documents.  there is an annual registration fee
     in the amount set forth with the initial registration material.  The
     adopting Employer authorizes Merrill Lynch, Pierce, Fenner & Smith
     Incorporated, to debit the account established for the plan for
     payment of agreed upon annual fee; provided, however, if the assets
     of an account are invested solely in Participant-Directed Assets, a
     notice for this annual fee will be sent to the Employer annually. 
     The sponsor reserves the right to change this fee from time to time
     an will provide notice in advance of any change.
     
     C. Prototype Replacement Plan:  This Adoption Agreement is a
     replacement prototype plan for the (1) Merrill Lynch Special
     Prototype Defined Contribution Plan and Trust - 401(k) Plan #03-004
     and Merrill Lynch Asset Management, Inc., Special prototype Defined
     Contribution Plan and Trust - 401(k) Plan Adoption Agreement #03-
     004.
     
     D.  Reliance:  The adopting Employer may not rely on the opinion
     letter issued by the National Office of the Internal Revenue Service
     as evidence that this Plan is qualified under Code Section 401. In
     order t obtain reliance, the Employer must apply to the appropriate
     key District Director of the Internal Revenue Service for a
     determination letter with respect to the Plan.
     
     
     EMPLOYER'S SIGNATURE
     
     Name of Employer:  Chyron corporation
     
     
     By:  /s/ Patricia Lampe
                 Patricia Lampe
     Title:  Chief Financial Officer
     
     Date:  August 25, 1995
     
     
     TO BE COMPLETED BY MERRILL LYNCH:
     
     Sponsor Acceptance:
     
     Subject to the terms and conditions of the Prototype Plan and this
     Adoption Agreement, this Adoption Agreement is accepted by Merrill
     Lynch, Pierce, Fenner & Smith Incorporated as the Prototype Sponsor.
     
     
     TRUSTEE(S) SIGNATURE
     
     This Trustee Acceptance is to be completed only if the Employer
     appoints one or more Trustees and does not appoint Merrill Lynch
     Trust Company as Trustee.
     
     The undersigned hereby accepts all of the terms, conditions, and
     obligations of appointment as Trustee under the Plan.  If the
     Employer has elected a Group Trust in this Adoption Agreement, the
     undersigned Trustee(s) shall be the Trustee(s) of the Group Trust.
     
     AS TRUSTEE:
     
     /s/ Patricia Lampe
         Patricia Lampe
     
     
     
     
     EXHIBIT 5.1 AND 23.3
     
     
     April 8, 1998
     
     
     Chyron Corporation
     5 Hub Drive
     Melville, New York 11747
     
     Gentlemen:
     
     You have requested our opinion in connection with the Registration
     Statement on Form S-8 (the "Registration Statement") to be filed by
     Chyron Corporation (the "Company") with the Securities and Exchange
     Commission pursuant to the Securities Act of 1933, as amended, for
     registration under said Act of an additional 7,000,000 shares of
     common stock (the "Shares") in connection with the Company's 1995
     401(k) Plan, as amended (the "Plan").
     
     As counsel for the Company, we have examined such records, documents
     and questions of law as we have deemed appropriate for the purposes
     of this opinion and, on the basis thereof, advise you that in our
     opinion the Shares to be issued by the Company as a result of the
     exercise, if any, of the options under the Plan will be legally
     issued and outstanding and fully paid and non-assessable when issued
     upon proper exercise.
     
     We hereby consent to the filing of this opinion as an Exhibit to the
     Registration Statement.
     
     Very truly yours,
     
     
     Camhy Karlinsky & Stein LLP
     
     
     
     
     EXHIBIT 5.2
     
     
     Internal Revenue Service
     District Director
     G.P.O. Box 1680
     Brooklyn, NY  11202
     
     September 29, 1995
     
     Chyron Corporation
     5 Hub Drive
     Melville, NY  11747
     
     Employer Identification Number:  11-2117385
     File Folder Number:  113032288
     Person to Contact:  John Liljehult
     Contact Telephone Number: (718) 488-2411
     Plan Name:  Chyron Corp 401K Plan
     Plan Number:  001
     
     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 June
     22, 1994.
     
     This plan has been mandatorily disaggregated, permissively
     aggregated, or restructured to satisfy the nondiscrimination
     requirements.
     
     This letter is issued under Rev. Proc. 93-39 and considers the
     amendments required by the Tax Reform Act of 1986 except as
     otherwise specified in this letter.
     
     This plan satisfies the nondiscriminatory current availability
     requirements of section 1.401(a)(4)-4)b_ of the regulations with
     respect to those benefits, rights, and features t hat are currently
     available to all employees in the plan's coverage group.  For this
     purpose, the plan's coverage group consists of those employees
     treated as currently benefiting for purposes of demonstrating that
     the plan satisfies the minimum coverage requirements of section
     410(b) of the Code.
     
     This letter may not be relied upon with respect to whether the plan
     satisfies the qualification requirements as amended by the Uruguay
     Round Agreements Act, Publ. L. 103-465.
     
     We have sent a copy of this letter to your representative as
     indicated in the power of attorney.
     
     If you have any questions concerning this matter, please contact the
     person whose name and telephone number are shown above.
     
     Sincerely yours,
     
     
     Herber J. Huff
     District Director
     
     Enclosures:
     Publication 794
     
     
     
     
     EXHIBIT 23.1
     
     
     CONSENT OF INDEPENDENT AUDITORS
     
     We hereby consent to the incorporation by reference in the
     Registration Statement on Form S-8 of our report dated January 29,
     1998 appearing on page 23 of Chyron Corporation's Annual Report on
     Form 10-K for the year ended December 31, 1997.
     
     
     PRICE WATERHOUSE
     
     New York, New York
     April 17, 1998
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U.S. SECURITIES AND EXCHANGE COMMISSION
     WASHINGTON, D.C. 20349
     
     FORM S-8
     
     REGISTRATION STATEMENT
     UNDER THE SECURITIES ACT OF 1933
     
     CHYRON CORPORATION
     (Exact Name of Registrant as Specified in its Charter)
     
     New York
     (State of Incorporation or Organization)
     
     11-2117385
     (IRS Employer Identification No.)
     
     5 Hub Drive
     Melville, New York            
     (Address of Principal Executive Offices)
       
     11747    
     (Zip Code)
     
     
     CHYRON CORPORATION 401(K) Plan
     (Full title of the Plan)
     
     
     Edward Grebow
     President and
     Chief Executive Officer
     Chyron Corporation
     5 Hub Drive
     Melville, New York 11747
     (Name and address of agent for service)
     
     (516) 845-2000
     (Telephone number, including area code, of agent for service)
     
     Copy to:
     Robert S. Matlin, Esq.
     Andrea Strong, Esq.
     Camhy Karlinsky & Stein LLP
     1740 Broadway
     New York, New York 10019
     (212) 977-6600
     
     
     Approximate date of proposed commencement of sales pursuant to the
     Plan:  From time to time after the effective date of this
     Registration Statement.
     
     
     CALCULATION OF REGISTRATION FEE
     
                                 Proposed      Proposed   
     Title of                    Maximum       Maximum    
     Securities                  Offering      Aggregate  Amount of    
     To Be        Amount To Be   Price         Offering   Registration
     Registered   Registered(1)  Per Share(2)  Price(2)   Fee
     
     Common Stock $700,000       $3.4375       $2,406,250 $709.84
     
     (1) In addition, pursuant to Rule 416(c) under the Securities Act
     of 1933, this registration statement also covers an indeterminate
     amount of  interests to be offered or sold pursuant to the employee
     benefit plan described herein.
     
     (2) Estimated solely for the purpose of calculating the regulation
     fee; computed pursuant to Rule 457(c), upon the basis of the average
     of the high and low prices of the Company's Common Stock as reported
     by the New York State Exchange on April 7, 1998.
     
     The Exhibit Index required by Item 601 of Regulation S-K is located
     at page 11 of the sequential numbering system appearing in the
     manually signed copy of this registration statement totaling 11
     pages, filed with the Securities and Exchange Commission.
     
     
     PART II
     
     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
     
     
     Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
     
     Chyron Corporation (the "Company") is subject to the informational
     requirements of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act") and in accordance  therewith files reports and other
     information with the Securities and Exchange Commission (the
     "Commission").  The following documents, which are on file with the
     Commission, are incorporated herein by reference and made a part
     hereof:
     
     (a) the Company's Annual Report on Form 10-K for the fiscal year
     ended December 31, 1997; and
     
     (b) the Company's Form 8-A, filed on March 24, 1992, which contains
     a description of the class of common stock registered pursuant to
     the filing of this Registration Statement.
     
     All documents subsequently filed by the Registrant pursuant to
     Sections 13(a), 13(c), 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 registers all securities
     then remaining unsold, shall be deemed to be incorporated by
     reference in this Registration Statement and to be a part hereof
     from the date of filing such documents.
     
     Any statement contained in a document incorporated or deemed to be
     incorporated by reference herein shall be deemed to be modified or
     superseded for purposes of this Registration Statement to the extent
     that a statement contained herein, or in any other subsequently
     filed document that also is deemed to be incorporated by reference
     herein, modifies or supersedes such statement.  Any statement so
     modified or superseded shall not be deemed, except as so modified or
     superseded, to constitute a part of this Registration Statement.
     
     Item 4. DESCRIPTION OF SECURITIES.
     
     Not applicable.
     
     Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
     
     The validity of the Common Stock offered hereby and certain legal
     matters relating to the offering will be passed upon for the Company
     by Camhy Karlinsky & Stein LLP, New York, New York.  Certain
     Partners in the firm have an interest in the Company.  One holds
     currently exercisable options to purchase 6,666 shares of Common
     Stock of the Company, another owns 4,235 shares of Common Stock and
     another partner holds currently exercisable options to purchase
     6,666 shares of Common Stock and may be deemed to have beneficial
     ownership (although such beneficial ownership is disclaimed) of an
     additional 20,471 shares of Common Stock.
     
     Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
     
     The Registrant's certificate of incorporation, as restated (the
     "Certificate of Incorporation"), provides that the personal
     liability of a director be eliminated to the fullest extent
     permitted by the provisions of paragraph (b) of Section 402 of the
     Business Corporation Law of the State of New York, as the same may
     be amended and supplemented.
     
     Article VII of the Company's by-laws (the "By-Laws") provides for
     the indemnification  by the Company of any person to the full extent
     permitted, and in the manner provided, by the New York Business
     Corporation Law, as the same now exists or may hereafter be amended.
     
     Section 402(b) of the New York Business Corporation Law provides
     that a certificate of incorporation may set forth a provision
     eliminating or limiting the personal liability of a director to the
     corporation or its shareholders for damages for any breach of duty
     in such capacity, provided that no such provision shall eliminate or
     limit:
     
     (1) the liability of any director if a judgment or other final
     adjudication adverse to him establishes that his acts or omissions
     were in bad faith or involved intentional misconduct or a knowing
     violation of law or that her personal gained in fact a financial
     profit or other advantage to which he was not legally entitled or
     that his acts violated Section 719, or
     
     (2)the liability of any director for any or omission prior to the
     adoption of a provision authorized by this paragraph.
        
     Section 721 through 725 of the New York Business Corporation Law
     provide that New York corporations shall have the power, under
     specific circumstances, to indemnify their directors, officers,
     employees and agents in connection with actions, suits or
     proceedings brought against them by a third party or in the right of
     the corporation by reason of the fact that they were or are such
     directors, officers, employees or agents, against expenses incurred
     in such actions, suits or proceedings.
     
     Section 721 of t he New York Business Corporation Law permits a
     corporation to enter into agreements with its directors and officers
     providing for indemnification for actions, suits or proceedings
     brought against them by a third party or in the right of the
     corporation, by reason of the fact that they were or are such
     directors or officers, against expenses incurred in such actions,
     suits or proceedings, provided, however, that no such
     indemnification may be made to or on behalf of any director or
     officer if a judgement or other final adjudication adverse to the
     director or officer establishes that his acts were committed in bad
     faith or were the result of active and deliberate dishonesty and
     were material to the cause of action so adjudicated, or that he
     personally gained in fact a financial profit or other advantage to
     which he was not legally entitled.
     
     Under Section 722(a), the corporation may indemnify any person made,
     or threatened to be made, a party to an action or proceeding (other
     than an action by or in the right of the corporation to procure a
     judgement in its favor) whether civil or criminal, including an
     action by or in the right of any other corporation of any type or
     kind, domestic or foreign, or any partnership, joint venture, trust,
     employee benefit plan or other enterprise, which any director or
     officer of the corporation served in any capacity at the request of
     the corporation, by reason of the fact that he, his testator or
     intestate was a director or officer of the corporation, or served
     such other corporation, partnership, joint venture, trust, employee
     benefit plan or other enterprise in any capacity.  Indemnification
     may be given for judgements, fines, amounts paid in settlement and
     reasonable expenses, including attorney's fees actually and
     necessarily incurred as a result of such action or proceeding, or
     any appeal therein, if such director or officer is shown to have
     acted in good faith, for a purpose which he reasonably believed to
     be in the best interests of the corporation, and, in criminal
     actions or proceedings, in addition, had no reasonable cause to
     believe such conduct was unlawful.
     
     Under Section 722(c), the corporation may indemnify any person made,
     or threatened to be made, a party to an action by or in the right of
     the corporation to procure a judgement in its favor by reason of the
     fact that he, his testator or intestate, is or was a director or
     officer of the corporation, or is or was serving at the request of
     the corporation as a director or officer of any other corporation of
     any type or kind, domestic or foreign, of any partnership, joint
     venture, trust employee benefit plan or other enterprise, against
     amounts paid in settlement and reasonable expenses, including
     attorneys' fees, actually and necessarily incurred by him in
     connection with the defense or settlement of such action, or in
     connection with an appeal therein, if such director or officer
     acted, in good faith, for a purpose which he reasonably believed to
     be in, or in the case of service for any other corporation or any
     partnership, joint venture, trust, employee benefit plan or other
     enterprise, not opposed to, the best interests of the corporation,
     except that no indemnification under this paragraph shall be made in
     respect of (1) a threatened action, or a pending action which is
     settled or otherwise disposed of, or (2) 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
     the action was brought, or if no action was brought, any court of
     competent jurisdiction, determines upon application that, in view of
     all the circumstances of the case, the person is fairly and
     reasonably entitled to indemnify for such portion of the settlement
     amount and expenses as the court deems proper.
        
     Indemnification may be by court order under Section 724 or by
     approval of the corporation in the manner set forth in the statue. 
     Under Section 723(a), success on the merits or otherwise in the
     defense of a civil or criminal action or proceeding of the character
     described in Section 722 entitles the director or officer to
     indemnification as authorized in Section 722.  If not wholly
     successful, indemnification shall be made by the corporation, unless
     ordered by a court order under Section 724, only if a quorum of the
     board, not including parties to the action, finds that the standard
     of conduct set forth in Section 722 or established pursuant to
     Section 721 has been met.  If a quorum cannot be obtained, or even
     if obtainable, a quorum of disinterested directors so direct,
     approval may be by the board upon (i) the option of independent
     legal counsel that indemnification is proper in  the circumstances
     or (i) a determination by the shareholders that the applicable
     standard of conduct set  forth in such sections has been met by the
     director or officer.  Under Section 723(c), expenses incurred in
     defending a civil or criminal action or proceeding may be paid by
     the corporation in advance of the final disposition of an action
     upon receipt of an undertaking by or on behalf of such director or
     officer to repay such amounts as, and to the extent, required by
     Section 725(a).
     
     Under Section 724, if the corporation fails to provide
     indemnification, the director or officer may apply to the court, and
     may receive indemnification to the extent authorized under Section
     722 and paragraph (a) of Section 723.  Where indemnification is
     sought by judicial action, the court may allow a person such
     reasonable expense, including attorneys' fees, during the pendency
     of the litigation as are necessary in connection with that person's
     defense, if the court finds that the defendant has by their
     pleadings or during the course of the litigation raised grave issues
     of fact or law.  All expenses incurred in defending an action or
     proceeding which are advanced by the corporation under Section 723
     or allowed by a court under Section 724 shall be repaid in case the
     person receiving such advancement is ultimately found not to be
     entitled to indemnification, or whose indemnification is granted, to
     the extent the expenses so advanced by the corporation or allowed by
     the court exceed the indemnification to which he is entitled. 
     Indemnification may not be made if it is inconsistent with the
     corporation's certificate of incorporation, by-laws, board
     resolutions, shareholder resolutions, an agreement or other
     corporation action, in effect at the time of the accrual of the
     alleged cause of action in which the expenses were incurred, which
     prohibits or otherwise limits indemnification; or the
     indemnification would be inconsistent with a condition imposed by
     the court in approving a settlement.
     
     The Company has entered into indemnity agreements with each of its
     directors and executive officers.  The indemnity agreements provide
     that directors and executive officers (the "Indemnitees") will be
     indemnified and held harmless to the fullest possible extent
     permitted by law including against all expenses (including
     attorneys' fees), judgments, fines, penalties and settlement amounts
     paid or incurred by them in any action, suit or proceeding on
     account of their services as director, officer, employee, agent or
     fiduciary of the Company or as directors, officers, employees or
     agents of any other company or entity at the request of the Company. 
     The Company will not however, be obligated pursuant to the
     agreements to indemnify or advance expenses to an indemnified party
     with respect to any action (1) in which a judgement adverse to the
     Indemnitee establishes (a) that the Indemnitee's acts were committed
     in bad faith or were the result of active and deliberate dishonesty
     and, in either case, were material, or (b) that the Indemnitee
     personally gained in fact a financial profit or other advantage to
     which he or she was not legally entitled, or (2) which the
     Indemnitee initiated, prior to a change in control of the company,
     against the Company or any director or officer of the Company unless
     the Company consented to the initiation of such claim.
     
     The indemnity agreements require an Indemnitee to reimburse the
     Company for expenses advanced only to the extent that it is
     ultimately determined that the director or executive officer is not
     entitled, under Section 723(a) of the New York Business Corporation
     Laws and the indemnity agreement, to indemnification for such
     expenses.
     
     Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
     
     Not applicable.
     
     Item 8. EXHIBITS.
     
     The following is a complete list of exhibits filed as a part of this
     Registration Statement:
     Exhibit
     No.          Document
     
     4.1          Prototype Defined Contribution Plan of the Company.
     
     4.2          Prototype Defined Contribution Adoption Agreement of the
             Company 401(k) Plan.
     
     4.3          Restated Certificate of Incorporation of the Company.
     
     4.4          Amended and Restated By-Laws of the Company, adopted
             February 17, 1995.
     
     4.5          Amendment of Certificate of Incorporation of the Company,
             adopted January 24, 1997.
     
     5.1          Opinion of Camhy Karlinsky & Stein LLP regarding the
             legality of shares of Common Stock being registered.
     
     5.2          IRS Determination Letter Regarding Qualified Status of the
             Company 401(k) Plan.
     
     23.1         Consent of Price Waterhouse LLP
     
     23.3         Consent of Camhy Karlinsky & Stein LLP (included in
             Exhibit 5.1)
Item 9. UNDERTAKINGS.
     
     The undersigned registrant hereby undertakes.
     
     (1) other than as provided in the proviso to item 512(a) of
     Regulation S-K, to file, during any period in which offers or sales
     are being made, a post-effective amendment to this Registration
     Statement:
     
     (a) to include any prospectus required by Section 10(a)(3) of the
     Securities Act, 
     
     (b) 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, and 
     
     (c) 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 (1)(a) and (1)(b) of this section
     shall not apply if the information required to be included in a
     post-effective amendment by those paragraphs is contained in
     periodic reports filed with or furnished to the Commission by the
     Registrant pursuant to Section 13 or Section 15(d) of the Securities
     Exchange Act of 1934 that are incorporated by reference in the
     Registration Statement;
     
     (2) that for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed
     to be a new Registration Statement relating to the securities
     offered therein, and the offering of such securities at the time
     shall be deemed to be the initial bona fide offering thereof; and 
     
     (3) to remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold
     at the termination of the offering.
     
     B. Incorporation of Subsequent Securities Exchange Act of 1934
     Documents by Reference
     
     The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of
     the Registrant's annual report pursuant to Section 13(a) or Section
     15(d) of the Exchange Act (and, where applicable, each filing of an
     employee benefit plan's annual report pursuant to Section 15(d) of
     the Exchange Act) that is incorporated by reference in the
     Registration Statement shall be deemed to be a new Registration
     Statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the
     initial bona find offering thereof.
     
     C. Indemnification of Officers and Directors
     
     Insofar as indemnification for liabilities arising under the
     Securities Act 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 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 as to whether such indemnification by it is against public
     policy as expressed in the Securities 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, as amended, the Registrant certifies that it has reasonable
     grounds to believe that it meets all 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 County of Suffolk, State of New York on the 23rd day of
     April, 1998.
     
     
     CHYRON CORPORATION
     
     
     By:      /s/Edward Grebow                
               Edward Grebow
               President and 
               Chief Executive Officer
     
     
     
     
     By:      /s/Patricia Lampe                 
               Patricia Lampe
               Chief Financial Officer
               Chief Accounting Officer
               and Treasurer
     
     
     POWER OF ATTORNEY
     
     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
     appears below constitutes and appoints Edward Grebow and Patricia
     Lampe, separately, as his true and lawful attorney-in-fact and
     agent, with full power of substitution and resubstitution, for him
     including post-effective amendments and related registration
     statements, to this Registration Statement, and to file same, with
     exhibits thereto an other documents in connection therewith, with
     the Securities and Exchange Commission, granting unto said
     attorneys-in-fact and agents, full power and authority to do
     separately and perform each and every act and this requisite and
     necessary to be done, as fully to all intents and purposes as he
     might or could so in person, hereby ratifying and confirming all
     that said attorneys-in-fact and agents, or their substitutes may
     lawfully do or cause to be done by virtue hereof.
     
     Pursuant to the requirements of the Securities Act of 1933, as
     amended, this Registration Statement has been signed by the
     following persons in the capacities and on the date indicated.
     
     
     Signature
     Title
     Date
     
     
     /s/Edward Grebow
        Edward Grebow
     President and Chief Executive Officer and Director
     April 22, 1998
     
     
     /s/Patricia Lampe
        Patricia Lampe
     Chief Financial Officer
     Chief Accounting Officer and Treasurer
     April 22, 1998
     
     
     /s/Michael I. Wellesley-Wesley
     Chairman of the Board of Directors
     April 22, 1998
     
     
     /s/Charles M. Diker
        Charles M. Diker
     Director
     April 22, 1998
     
     
     /s/Donald P. Greenberg
        Donald P. Greenberg
     Director
     April 22, 1998
     
     
     /s/Alan J. Hirschfield
        Alan J. Hirschfield
     Director
     April 22, 1998
     
     
     /s/Wesley W. Lang
        Wesley W. Lang
     Director
     April 22, 1998
     
     
     /s/Eugene M. Weber
        Eugene M. Weber
     Director
     April 22, 1998
     
     
     /s/Ray Hartman
        Ray Hartman
     Director
     April 22, 1998
     
     
     
     
     The Plan.  Pursuant to the requirements of the Securities Act of
     1933, the trustees (or other persons who administer the employee
     benefit plan) have duly caused this registration statement to be
     signed on its behalf by the undersigned, thereunto duly authorized,
     in the County of Suffolk, State of New York, on  this 23 day of
     April, 1998.
     
     
     Chyron 401(k) Plan
     
     
                                                                 
                           
     Edward Grebow
     Investment Committee Member
     
     
                                                                 
                                   
     Patricia Lampe
     Investment Committee Member
     
     
     
     INDEX TO EXHIBITS
     
     
     Exhibit
     No.       Description of Exhibits
     
     4.1       Prototype Defined Contribution Plan of the Company.
     
     4.2       Prototype Defined Contribution Adoption Agreement
               of the Company 401(k) Plan.
     
     4.3       Restated Certificate of Incorporation of the Company. *
     
     4.4       Amended and Restated By-Laws of the Company, adopted
               February 17, 1995. ** 
     
     4.5       Amendment of Certificate of Incorporation of the
               Company, adopted January 24, 1997. ***
     
     5.1       Opinion of Camhy Karlinsky & Stein LLP
     
     5.2       IRS Determination Letter Regarding Qualified Status of
               the Company 401(k) Plan.
     
     23.1      Consent of Price Waterhouse LLP.
     
     23.3      Consent of Camhy Karlinsky & Stein LLP
               (included in Exhibit 5.1).
     
     
     *    Incorporated herein in its entirety by reference to the Annual
     Report for the fiscal year ended June 30, 1991, on Form 10-K
     reported January 31, 1992.
     
     **   Incorporated herein in its entirety by reference to the Annual
     Report for the fiscal year ended December 31, 1994, on Form 10-K
     dated March 24, 1995.
     
     ***  Incorporated herein in its entirety by reference to the Annual
     Report for  the fiscal year ended December 31, 1996, on Form 10-K
     dated March 20, 1997.
     
     
     
     EXHIBIT 4.1
     
     
     MERRILL LYNCH
     
     ----------
     
     SPECIAL
     
     ----------
     
     PROTOTYPE
     
     DEFINED CONTRIBUTION PLAN
     
     -----------------------------------------------
     
     Base Plan Document #03 used in conjunction with:
     
     Non-standardized Profit Sharing Plan with CODA
     Letter Serial Number: D359287b
     National Office Letter Date: 6/29/98
     
     Non-standardized Money Purchase Pension Plan
     Letter Serial Number: D359288b
     National Office Letter Date: 6/29/93
     
     Non-standardized Profit Sharing Plan
     Letter Serial Number: D359289b
     National Office Letter Date: 6/29/93
     
     Non-standardized Target Benefit Plan
     Letter Serial Number: D361009a
     National Office Letter Date: 6/29/93
     
     
     This Prototype Plan and Adoption Agreement are important legal
     instruments with legal and tax implications for which the Sponsor,
     Merrill Lynch, Pierce, Fenner & Smith, Incorporated, does not assume
     responsibility.  The Employer is urged to consult with its own
     attorney with regard to the adoption of this Plan and its
     suitability to its circumstances.
     
     Internal Revenue Service, Department of the Treasury
     Washington C 20224
     
     Person to Contact:  Mr. Wolf
     Telephone Number: (202) 622-8380
     Refer Reply to:  E:EP:Q:1
     Date:  6/29/93
     
     Plan Description:  Prototype Non-standardized Profit Sharing Plan
     FFN:  50339816103-002
     Case: 9201918
     EIN: 13-5674085
     BPD:  03
     Plan:  002
     Letter Serial No. D359289b
     
     Merrill Lynch Pierce Fenner & Smith Inc.
     PO Box 9038
     Princeton, NJ  08543
     
     Dear Applicant:
     
     In our opinion, the amendment to the form on the plan identified
     above does not in and of itself adversely affect the plan's
     acceptability under section 401 of the Internal Revenue code.  This
     opinion relates only to the amendment to the form of the plan.  It
     is not an opinion as to the acceptability of any other amendment or
     of the form of the plan as a whole, or as to the effect of other
     federal or local statutes.
     
     You must furnish a copy of this letter to each employer who adopts
     this plan.  You are also required to send a copy of the approved
     form of the plan, any approved amendments and related documents to
     each key District Director or Internal Revenue Service in whose
     jurisdiction there are adopting  employers.
     
     An employer who adopts the amended form of the plan after the date
     of the amendment should apply for a determination letter by filing
     an application with the key District Director of Internal Revenue on
     Form 5307, Short Form Application for Determination for Employee
     Benefit Plan.
     
     This letter with respect to the amendment to the form of the plan
     does not affect the applicability to the plan of the continued,
     interim and extended reliance provisions of sections 13 and 17.03 of
     Rev. Proc. 89-9, 1989-1 C.B. 780.  The applicability of such
     provisions may be determine by reference to the initial opinion
     letter issued with respect to the plan.
     
     If you, the sponsoring organization, have any questions concerning
     the IRS processing of this case, please call the above telephone
     number. This number is only for use of the sponsoring organization. 
     Individual participants and/or adopting employers with questions
     concerning the plan should contact the sponsoring organization.  The
     plan's adoption agreement must include the sponsoring organization's
     address and telephone number for inquiries by adopting employers.
     
     If you write to the IRS regarding this plan, please provide your
     telephone number an the most convenient time for us to call in case
     we need more information.  Whether you call or write, please refer
     to the Letter Serial Number and File Folder Number shown in the
     heading of this letter.
     
     You should keep this letter as a permanent record.  Please notify us
     if you modify or discontinue sponsorship of this plan.
     
     Sincerely yours,
     
     
     Chief Employee Plans Qualifications Branch
     
     
     TABLE OF CONTENTS
     
     ARTICLE I  Definitions
     
     1.1  "Account"                          1
     1.2  "Account Balance"                       1
     1.3  "ACP Test"                              1
     1.4  "Actual Deferral Percentage"            1
     1.5  "Adjustment Factor"                1
     1.6  "Administrator"                         1
     1.7  "Adoption Agreement"                    1
     1.8  "ADP Test"                              1
     1.9  "Affiliate"                             1
     1.10 "Annuity Contract"                 1
     1.11 "Average Actual Deferral Percentage"    1
     1.12 "Average Contribution Percentage"       1
     1.13 "Beneficiary"                      1
     1.14 "Benefit Commencement Date"             2
     1.15 "CODA"                             2
     1.16 "CODA Compensation"                2
     1.17 "Code"                             2
     1.18 "Compensation"                     2
     1.19 "Contribution Percentage"               3
     1.20 "Contribution Percentage Amounts"       3
     1.21 "Defined Benefit Plan"                  3
     1.22 "Defined Contribution Plan              3
     1.23 "Disability"                       3
     1.24 "Early Retirement"                 3
     1.25 "Early Retirement Date"                 3
     1.26 "Earned Income"                         3
     1.27 "Elective Deferrals"                    3
     1.28 "Elective Deferrals Account"            4
     1.29 "Eligible Employee"                4
     1.30 "Eligible Participant"                  4
     1.31 "Employee"                              4
     1.32 "Employee Thrift Contributions"         4
     1.33 "Employee Thrift Contributions Account" 4
     1.34 "Employer"                              4
     1.35 "Employer Account"                 4
     1.36 "Employer Contributions"           4
     1.37 "Employer Contributions Account"        4
     1.38 "Employment"                       4
     1.39 "Entry Date"                       4
     1.40 "ERISA"                            5
     1.41 "Excess Aggregate Contributions"        5
     1.42 "Excess Contributions"                  5
     1.43 "Excess Elective Deferrals"             5
     1.44 "Family Member"                         5
     1.45 "401(k) Contributions Accounts"         5
     1.46 "401(k) Election"                       5
     1.47 "Fully Vested Separation"               5
     1.48 "Group Trust"                      5
     1.49 "Highly Compensated Employee"           5
     1.50 "Hour of Service"                       6
     1.51 "Immediately Distributable"             6
     1.52 "Investment Manager"                    6
     1.53 "Key Employee"                     6
     1.54 "Leased Employee"                       7
     1.55 "Limitation Year"                       7
     1.56 "Master of Prototype Plan"              7
     1.57 "Matching 401(k) Contribution"          7
     1.58 "Matching 401(k) Contribution Account"  7
     1.59 "Matching Thrift Contributions"         7
     1.60 "Matching Thrift Contributions Account" 7
     1.61 "Net Profits"                      7
     1.62 "Nonhighly Compensated Employee"        7
     1.63 "Nonvested Separation"                  7
     1.64 "Normal Retirement Age"                 7
     1.65 "Owner-Employee"                        7
     1.66 "Partially Vested Separation"           8
     1.67 "Participant"                      8
     1.68 "Participant Contributions Account"          8
     1.69 "Participant-Directed Assets"           8
     1.70 "Participant Voluntary Nondeductible
          Contributions"                     8
     1.71 "Participant Voluntary Nondeductible
          Contributions Account"                  8
     1.72 "Participating Affiliate"               8
     1.73 "Period of Severance"                   8
     1.74 "Plan"                             8
     1.75 "Plan Year"                             8
     1.76 "Prototype Plan"                        9
     1.77 "Qualified Joint and Survivor Annuity"  9
     1.78 "Qualified Matching Contributions"      9
     1.79 "Qualified Matching Contributions 
          Account"                           9
     1.80 "Qualified Nonelective Contributions"   9
     1.81 "Qualified Nonelective Contributions 
          Account"                           9
     1.82 "Qualified Plan"                        9
     1.83 "Qualifying Employer Securities"        9
     1.84 "Rollover Contribution"                 9
     1.85 "Rollover Contributions Account"        9
     1.86 "Self-Employed Individual"              9
     1.87 "Social Security Retirement Age"        9
     1.88 "Sponsor"                          9
     1.89 "Spouse"                           9
     1.90 "Survivng Spouse"                       10
     1.91 "Taxable Wage Base"                10
     1.92 "Transferred Account"                   10
     1.93 "Trust"                            10
     1.94 "Trust Fund"                       10
     1.95 "Trustee"                          10
     1.96 "Valuation Date"                        10
     1.97 "Vesting Service"                       10
     1.98 "Years of Service"                 10
     
     ARTICLE II   Participation
     
     2.1  Admission as a Participant              10
     2.2  Rollover Membership Trust to Trust
          Transfer                           11
     2.3  Crediting of Service for Eligibility
          Purposes                           11
     2.4  Termination of Participation            11
     2.5  Limitation for Owner-Employee           11
     2.6  Corrections with Regard to Participation     12
     2.7  Provision of Information           12
     
     ARTICLE III  Contributions and Accounts Allocations
     
     3.1  Employer Contributions and Allocations  12
     3.2  Participant Voluntary Nondeductible 
          Contributions                      13
     3.3  Rollover Contributions and Trust to
          Trust Transfers                         13
     3.4  Section 401(k) - Contributions
          and Account Allocations                 13
     3.5  Matching 401(k) Contributions           16
     3.6  Thrift Contributions                    18
     3.7  Treatment of Forfeitures           19
     3.8  Establishing of Accounts           19
     3.9  Limitation on Amount of Allocations          19
     3.10 Return of Employer Contributions
          Under Special Circumstances             24
     
     ARTICLE IV  Vesting
     
     4.1  Determination of Vesting           24
     4.2  Rules for Crediting Vesting Service          24
     4.3  Employer Accounts Forfeitures           24
     4.4  Top-Heavy Provisions                    25
     
     ARTICLE V  Amount and Distribution of Benefits, Withdrawals and
     Loans
     
     5.1  Distribution Upon Termination of 
          Employment                              27
     5.2  Amount of Benefits Upon a Fully Vested 
          Separation                              27
     5.3  Amount of Benefits Upon a Partially 
          Vested Separation                       27
     5.4  Amount of Benefits Upon a Nonvested 
          Separation                              27
     5.5  Amount of Benefits Upon a 
          Separation Due to Disability            27
     5.6  Distribution and Restoration            27
     5.7  Withdrawals During Employment           28
     5.8  Loans                                   28
     5.9  Hardship Distributions                  30
     5.10 Limitation on Commencement of Benefits  30
     5.11 Distribution Requirements               30
     
     ARTICLE VI  Forms of Payment of Retirement Benefits
     
     6.1  Method of Distribution                  34
     6.2  Election of Optional Forms              35
     6.3  Change in Form of Benefit Payments      36
     6.4  Direct Rollovers                        36
     
     ARTICLE VII  Death Benefits
     
     7.1  Payment of Account Balances             37
     7.2  Beneficiaries                      37
     7.3  Life Insurance                     39
     
     ARTICLE VIII   Fiduciaries
     
     8.1  Named Fiduciaries                       40
     8.2  Employment of Advisers                  41
     8.3  Multiple Fiduciary Capacities           41
     8.4  Indemnification                         41
     8.5  Payment of Expenses                41
     
     ARTICLE IX  Plan Administration
     
     9.1  The Administrator                       41
     9.2  Powers and Duties of the Administrator  41
     9.3  Delegation of Responsibility            42
     
     ARTICLE X   Trustee and Investment Committee
     
     10.1 Appointment of Trustee and Investment 
          Committee                          42
     10.2 The Trust Fund                     42
     10.3 Relationship with Administrator         42
     10.4 Investment of Assets                    43
     10.5 Investment Direction, Participant-
          Directed Assets and
          Qualified Employer Investments          44
     
     10.6 Valuation of Accounts                   45
     
     10.7 Insurance Contracts                46
     
     10.8 The Investment Manager                  46        
     
     10.9 Powers of Trustee                       47
     
     10.10     Accounting and Records                  48        
     
     10.11     Judicial Settlement of Accounts         48
     
     10.12     Resignation and Removal of Trustee      48
     
     10.13     Group Trust                             49
     
     ARTICLE XI  Plan Amendment or Termination
     
     11.1 Prototype Plan Amendment           49
     
     11.2 Plan Amendment                     49
     
     11.3 Right of the Employer to Terminate Plan 50
     
     11.4 Effect of partial or Complete 
          Termination or Complete 
          Discontinuance of Contributions         50
     
     11.5 Bankruptcy                              51
     
     ARTICLE XII  Miscellaneous Provisions                  
     
     12.1 Exclusive Benefit of Participants       51
     
     12.2 Plan Not a Contract of Employment       51
     
     12.3 Action by Employer                 51
     
     12.4 Source of Benefits                 51
     
     12.5 Benefits Not Assignable                 51
     
     12.6 Domestic Relations Orders               52
     12.7 Claims Procedure                        52
     
     12.8 Records and Documents; Errors           52
     
     12.9 Benefits Payable to Minors; 
          Incompetents and Others                 52
     
     12.10     Plan Merger or Transfer of Assets       52
     
     12.11     Participating Affiliates           52
     
     12.12     Controlling Law                         53
     
     12.13     Singular and Plural and Article
          and Section References                  53
     
     
     
     ARTICLE  I  DEFINITIONS
     
     As used in this Prototype Plan and in each Adoption Agreement, each
     of the following terms shall have the meaning for that term set
     forth in this Article I:
     
     1.1  Account:  A separate Elective Deferrals Account, Employee
     Thrift Contributions Account, Employer Contributions Account,
     Matching 401(k) Contributions Account, Matching Thrift Contributions
     Account, Participant Voluntary Nondeductible contributions Account,
     Qualified Matching Contributions Account, Qualified Nonelective
     Contributions Account,   Rollover Contribution Account, and
     Transferred Account, as the case may be.
     
     1.2  Account Balance:  The value of an Account determined as of the
     applicable Valuation Date.
     
     1.3  ACP Test:  The Contribution Percentage test that is set forth
     in Section 3.5.2 of the Plan.
     
     1.4  Actual Deferral Percentage:  The ratio (expressed as a
     percentage), of (A) Elective  Deferrals made on behalf of an
     Eligible Participant for the Plan Year (including Excess    Elective
     Deferrals of Highly Compensated Employees and, at the election of
     the Employer Qualified Nonelective Contributions and/or Qualified
     Matching Contributions), but  excluding (1) Excess Elective
     Deferrals of Nonhighly Compensated Employees that arise solely from
     Elective Deferrals made under the Plan or plans of the Employer or
     an Affiliate and (2) Elective Deferrals that are taken into account
     in the ACP Test (provided the AD Test is satisfied with or without
     the exclusion of such Elective Deferrals) to (B) the Participant's
     CODA Compensation for the Plan Year (whether or not the Eligible
     Employee was a Participant for the entire Plan Year).  The Actual
     Deferral Percentage of an Eligible      Participant who would be a
     participant but for the failure to make an Elective Deferral is
     Zero.
     
     1.5  Adjustment Factor:  The cost of living adjustment factor
     prescribed by the Secretary of the      Treasury under Section 415(d)
     for years beginning after December 31, 1987, as applied to  such
     items and in such manner as the Secretary shall provide.
     
     1.6  Administrator:  The document so designated with respect to
     this Prototype Plan that is   executed by the Employer, as amended
     from time to time.
     
     1.8  ADP Test:  The Average Actual Deferral Percentage test set
     forth in Section 3.4.2(B) of the   Plan.
     
     1.9  Affiliate:  Any corporation or unincorporated trade or
     business (other than the Employer)      while it is:
     
     A)  a member of a "controlled group of corporations" within the
     meaning of Code Section 414(b)) of which the Employer is a member;
     
     B)  a member of any trade or business under "common control" (within
     the meaning of Code Section 414(c)) with the Employer;
     
     C)  a member of an "affiliated service group" (as that term is
     defined in Code Section 414(m)) which includes the Employer; or 
     
     D)  any other entity required to be aggregated with the Employer
     pursuant to Code Section 414(o). With respect to Section 3.9,
     "Affiliate" status shall be determined in accordance with Code
     Section 415(h).
     
     1.10 Annuity Contract:  An individual or group annuity contract
     issued by an insurance company providing periodic benefits, whether
     fixed, variable or both, the benefits or value of which a
     Participant or Beneficiary cannot transfer, sell, assign, discount,
     or pledge as collateral for a loan or as security for the
     performance of an obligation, or for any other purpose, to any
     person other than the issuer thereof.  The terms of any annuity
     contract purchased and distributed by the Plan to a Participant or
     Spouse shall comply with the requirements of this Plan.
     
     1.11 Average Actual Deferral Percentage:  For any group of Eligible
     Participants, the average (expressed as a parentage) of the Actual
     Deferral Percentages for each of the Eligible Participants in that
     group, including those not making Elective Deferrals.
     
     1.12 Average Contribution Percentage:  For any group of Eligible
     Participants, the average (expressed as a percentage) of the
     Contribution Percentages for each of the Participants in that group,
     including those on whose behalf Matching 401(k) Contributions and/or
     Matching Thrift Contributions, if applicable, are not being made.
     
     1.13 Beneficiary:  A person or persons entitled to receive any
     payment of benefits pursuant to Article VII.
     
     1.14 Benefit Commencement Date:  The first day, determined pursuant
     to Article V, for which a Participant or Beneficiary receives or
     begins to receive payment in any form of distribution as a result of
     death, Disability, termination of Employment, Early Retirement, Plan
     termination or upon or after Normal Retirement Age or age 70 1/2.
     
     1.15 CODA:  A cash or deferred arrangement pursuant to Code Section
     401(k) which is part of a profit sharing plan and under which an
     Eligible Participant may elect to make Elective Deferrals in
     accordance with Section 3.4.1.
     
     1.16 CODA Compensation:  Solely for purposes of determining the
     Actual Deferral Percentage and the Contribution Percentage, CODA
     Compensation shall be Compensation excluding or including "elective
     contributions" as specified in the Adoption Agreement.  The
     preceding sentence shall be effective for Plan Years beginning on or
     after January 1, 1989.
     
     1.17 Code:  The Internal Revenue Code of 1986, as now in effect or
     as amended from time to time.  A reference to a specific provision
     of the Code shall include such provision and any applicable
     regulation pertaining thereto.
     
     1.18 Compensation:  For purposes of contributions, Compensation
     shall be defined in the Adoption Agreement and Section 3.9.1(H),
     subject to any exclusions elected under Section I.A(d) of the
     Adoption Agreement, Section 3.1.4 and the following modifications:
     
     A)  For a Self-Employed Individual, Compensation means his or her
     Earned Income, provided that if the Self-Employed Individual is not
     a Participant for an entire Plan Year, his or her Compensation for 
     that Plan Year shall be his or her Earned Income for that Plan Year
     multiplied by a fraction the numerator of which is the number of
     days he or she is a Participant during the Plan Year and the
     denominator of which is the number of days in the Plan Year.
     
     B)  Compensation of each Participant taken into account under this
     Plan for any Plan Year beginning after December 21, 1988 shall be
     limited to the first $200,000 as adjusted by the Adjustment Factor. 
     In determining the Compensation of a Participant for purposes of
     this limitation, the rule of Code Section 414(q)(6) shall apply,
     except in applying such rules, the term "family" shall include only
     the Spouse of the Participant and any lineal descendants of the
     Participant who have not attained the age of 19 before the close of
     the year.
     
     If, as a result of the application of such rules, the adjustment
     $200,000 limitation is exceeded, (except for purposes of determining
     the portion of Compensation up to the Integration Level if the Plan
     is integrated with Social Security), the limitation shall be
     prorated among the affected Participants in proportion to each such
     Participant's Compensation as determined under this Section 1.18
     prior to the application of this limitation.  In a manner applied
     uniformly to all Eligible Employees, only Compensation during the
     period in which the Employee is an Eligible Employee may be taken
     into account for purposes of the nondiscrimination tests described
     in Code Section 401(k) and 401(m).
     
     C)  If Compensation for any prior Plan year is taken into account in
     determining an Employee's contributions or benefits for the current
     year, the Compensation for such prior year is subject to the
     applicable annual compensation limit in effect for that prior year. 
     For this purpose, for years beginning before January 1, 1990, the
     applicable annual compensation limit is $200,000.
     
     D)  In addition to other applicable limitations set forth in the
     Plan, and 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 adjustment in effect for a calendar year applies
     to any period, not exceeding 12 months, over which compensation is
     determined (determination period) beginning in such calendar year. 
     If a determination period consists of fewer than 12 months, the OBRA
     '93 annual compensation limit will be multiplied by a fraction, the
     numerator of which is the number of months in the determination
     period, and the denominator of which is 12.
     
     For Plan Years beginning on or after January 1, 1994, any reference
     in this Plan to the limitations under Section 401(a)(17) of the Code
     shall mean the OBRA '93 annual compensation limit set forth in this
     provision.
     
     If Compensation for any prior determination period is taken into
     account in determining an Employee's benefits accruing in the
     current Plan Year, the Compensation for that prior determination
     period is subject to the OBRA '93 annual compensation limit in
     effect for that prior determination period.  For this purpose, for
     prior determination periods beginning before the first day of the
     first Plan Year beginning on or after January 1, 1994, the OBRA '93
     Compensation limit is $150,000.
     
     1.19 Contribution Percentage:  The ratio (expressed as a
     percentage) of the Participant's Contribution Percentage Amounts to
     the Participant's CODA Compensation for the Plan Year, whether or
     not the Eligible Employee was a Participant for the entire Plan
     Year.
     
     1.20 Contribution Percentage Amounts:  Shall mean the sum of the :
     (A) Matching 401(k) Contributions; (B) Matching Thrift
     Contributions; (C) Qualified Matching Contributions (to the extent
     not taken into account for purposes of the ADP Test); (D) Employee
     Thrift Contributions; and (E) Participant Voluntary Nondeductible
     Contributions, as applicable, made on behalf of the Participant for
     the Plan Year.  Such Contribution Percentage Amounts shall not
     include Matching 401(k) Contributions that are forfeited either to
     correct Excess Aggregate Contributions or because the contributions
     to which they relate are Excess Elective Deferrals, Excess
     contributions or Excess Aggregate Contributions.  The Employer may
     include qualified Nonelective Contributions in the Contribution
     Percentage.
     
     Amounts, as specified in the Adoption Agreement.  Elective Deferrals
     may also be used in the Contribution Percentage Amounts so long as
     the ADP Test is met before the Elective Deferrals are used in the
     ACP Test and continues to be met following the exclusion of those
     Elective Deferrals that are used to meet the ACP Test, as specified
     in the Adoption Agreement.  An Eligible Participant who does not
     direct an Elective Deferral or an Employee Thrift Contribution shall
     be treated as an Eligible Participant on behalf of whom no such
     contributions are made.
     
     1.21 Defined Benefit Plan:  A plan of the type defined in Code
     Section 414(j) maintained by the Employer or Affiliate, as
     applicable.
     
     1.22 Defined Contribution Plan:  A plan of the type defined in Code
     Section 414(i) maintained by the Employer or Affiliate, as
     applicable.
     
     1.23 Disability:  Disability as defined in the Adoption Agreement. 
     The permanence and degree of such impairment shall be supported by
     medical evidence.
     
     1.24 Early Retirement:  An actively employed Participant is
     eligible for Early Retirement upon satisfying the requirements set
     forth in the Adoption Agreement.
     
     1.25 Early Retirement Date:  The Participant's Benefit Commencement
     Date following his or her termination of Employment on or after
     satisfying the requirements for Early Retirement and prior to Normal
     Retirement Age.
     
     1.26 Earned Income:  The "net earnings from self-employment" within
     the meaning of Code Section 401(c)(2) of a Self-Employed Individual
     from the trade or business with respect to which the Plan is
     established, but only if the personal services of the Self-Employed
     Individual are a material income-producing factor in that trade or
     business.  Net earnings will be determined without regard to items
     not included in gross income and the deductions properly allocable
     to or chargeable against such items and are to be reduced by
     contributions by the Employer or Affiliate to a Qualified Plan to
     the extent deductible under Code Section 404.  Where this Plan
     refers to Earned Income in the context of a trade or business other
     than that with respect to which the Plan is adopted, the term Earned
     Income means such net earnings as would be Earned Income as defined
     above if that trade or business was the trade or business with
     respect to which the Plan is adopted.
     
     Net earnings shall be determined with regard to the deduction
     allowed to the Employer by Code Section 164(f) for taxable years
     beginning after December 31, 1989.
     
     1.27 Elective Deferrals:  Contributions made to the Plan during the
     Plan Year by the Employer, at the election of the Participant, in
     lieu of cash compensation and shall include contributions that are
     made pursuant to a 401(k) Election.
     
     A Participant's Elective Deferral in any taxable year is the sum of
     all Employer and Affiliate contributions pursuant to an election to
     defer under any qualified cash or deferred arrangement, any
     simplified employee pension plan or deferred arrangement as
     described in Code Section 402(h)(1)(B), any eligible deferred
     compensation plan under Code Section 457, any plan as described
     under Code Section 401(c)(18), and any Employer contributions made
     on behalf of a Participant for the purchase of an annuity under Code
     Section 403(b) pursuant to a salary reduction agreement.  Such
     contributions are nonforfeitable when made and are not distributable
     under the terms of the Plan to Participants or their Beneficiaries
     earlier than the earlier of:
     
     A)  termination from Employment, death or Disability of the
     Participant;
     
     B)  termination of the Plan without establishment of another Defined
     Contribution Plan by the Employer or an Affiliate;
     
     C)  disposition by the Employer or Affiliate to an unrelated
     corporation of substantially all of its assets used in a trade or
     business if such unrelated corporation continues to maintain this
     Plan after the disposition but only with respect to Employees who
     continue employment with the acquiring unrelated entity.  The sale
     of 85% of the assets used in a trade or business will be deemed a
     sale of "substantially all" the assets used in a trade or business;
     
     D)  sale by the Employer or Affiliate to an unrelated entity of its
     interest in an Affiliate if such unrelated entity continues to
     maintain the Plan but only with respect to Employees who continue
     employment with such unrelated entity; or
     
     E)  the events specified in Part B, Article VIII of the Adoption
     Agreement.
     
     Elective Deferrals shall not include any deferrals properly
     distributed as an "Excess Amount" pursuant to Section 3.9.2.
     
     1.28 Elective Deferrals Account:  The Account established for a
     Participant pursuant to Section 3.8.1
     
     1.29 Eligible Employee:  Those Employees specified in the Adoption
     Agreement.
     
     1.30 Eligible Participant:  An Eligible Employee who has met the
     eligibility requirements set forth in the Adoption Agreement whether
     or not he or she makes Elective Deferrals and/or Employee Thrift
     Contributions.
     
     1.31 Employee:  A Self-Employed Individual, or any individual who
     is employed by the Employer in the trade or business with respect to
     which the Plan is adopted and any individual who is employed by an
     Affiliate.  Each Leased Employee shall also be treated as an
     Employee of the recipient Employer.  The preceding sentence shall
     not apply, however, to any Leased Employee who is (A) covered by a
     money purchase pension plan maintained by the "leasing organization"
     referred to in Section 1.54 which provides, with respect to such
     Leased Employee, a nonintegrated Employer contribution rate of at
     least 10% of Limitation Compensation, but including amounts
     contributed pursuant to a salary reduction agreement which are
     excluded from the Employees gross income under Code Section
     402(a)(8), Code Section 402(h) or Code Section 403(b), immediate
     participation, and full and immediate vesting and (B) such Leased
     Employees do not constitute more than 20% of the Employer's and
     Affiliates' nonhighly compensated workforce.  For purposes of the
     Plan, all Employees will be treated as employed by a single
     employer.
     
     1.32 Employer Thrift Contributions:  Employee nondeductible
     contributions which are required to be eligible for a matching,
     Thrift Contribution.  Employee Thrift Contributions do not include
     participant Voluntary Nondeductible Contributions.
     
     1.33 Employee Thrift Contributions Account:  The Account
     established for a Participant pursuant to Section 3.8.3.
     
     1.34 Employer:  The sole proprietorship, partnership or corporation
     that adopts the Plan by executing the Adoption Agreement.  For all
     purposes relating to eligibility, participation, contributions,
     vesting and allocations, Employer includes all Participating
     Affiliates.
     
     1.35 Employer Account:  The Participant's Matching 401(k)
     Contribution Account, Matching Thrift Contributions Account,
     Employer Contributions Account, Qualified Matching Contributions
     Account and Qualified Nonelective Contributions Account, as the case
     may be.
     
     1.36 Employer Contributions:  Any contributions made by the
     Employer for the Plan Year on behalf of a Participant in accordance
     with Section 3.1 of the Plan.
     
     1.37 Employer Contributions Account:  The Account established for
     a Participant pursuant to Section 3.8.2.
     
     1.38 Employment:  An Employee's employment or self-employment with
     the Employer, Affiliate or a "leasing organization" referred to in
     Section 1.54 or, to the extent required under Code Section 414(a)(2)
     or as otherwise specified by the Administrator on a uniform and
     nondiscriminatory basis, any predecessor of any of them.  If any of
     them maintains a plan of a "predecessor employer" (within the
     meaning of Code Section 414(a)(1)) employment or self-employment
     with the "predecessor employer" will be treated as Employment. 
     Additionally, if the trade or business conducted by a Self-Employed
     Individual becomes incorporated, all employment with that trade or
     business or with any Affiliate shall be treated as Employment with
     the Employer.
     
     1.39 Entry Date:  The date on which an Eligible Employee becomes a
     Participant, as specified in the Adoption Agreement.
     
     1.40 ERISA:  The Employee Retirement Income Security Act of 1974,
     as amended from time to time.  Reference to a specific provision of
     ERISA shall include such provision and any applicable regulation
     pertaining thereto.
     
     1.41 Excess Aggregate Contributions:  With respect to any Plan
     year, the excess of:
     
     A)  The aggregate Contribution Percentage Amounts, taken into
     account in computing the numerator of the Contribution Percentage
     actually made on behalf of Highly Compensated Employees for such
     Plan Year, over (B) The maximum Contribution Percentage Amounts
     permitted by the ACP Test (determined by reducing contributions made
     on behalf of Highly Compensated Employees in the order of their
     Contribution Percentage beginning with the highest of such
     percentages).
     
     Such determination shall be made after first determining Excess
     Elective Deferrals and then determining Excess Contributions.
     
     1.42 Excess Contributions: With respect to any Plan Year, the
     aggregate amount of Elective Deferrals, Qualified Nonelective
     Contributions and Qualified Matching Contributions, if applicable,
     actually paid over to the Trust Fund on behalf of Highly Compensated
     Employees for such Plan Year, over the maximum amount of such
     contributions permitted by the ADP Test (determined by reducing
     contributions made on behalf of Highly Compensated Employees in
     order of the Actual Deferral Percentages, beginning with the highs
     of such percentages).
     
     1.43 Excess Elective Deferrals:  The amount of Elective Deferrals
     for a Participant's taxable year that are includible in the gross
     income of the Participant to the extent that such Elective Deferrals
     exceed the Code Section 402(g) dollar limitation and which the
     Participants allocates to this Plan pursuant to the procedure set
     forth in Section 3.4.2.  Excess Elective Deferrals shall be treated
     as an Annual Addition pursuant to Section 3.9, unless such amounts
     are distributed no later than the first April 15th following the
     close of the Participant's taxable year.
     
     1.44 Family Member:  An individual described in Code Section
     414(q)(6)(B).
     
     1.45 401(k) Contributions Accounts:  The Participant's Elective
     Deferral Account, Qualified Nonelective Contributions Account,
     and/or Qualified Matching Contributions Account, as the case may be.
     
     1.46 401(k) Election:  The election by a Participant to make
     Elective Deferrals in accordance with Section 3.4.1.
     
     1.47 Fully Vested Separation:  Termination of Employment, by reason
     other than death, of a Participant whose vested parentage in each
     Employer Account is 100%.
     
     1.48 Group Trust:  A Trust Fund consisting of assets of any Plan
     maintained and established by the Employer or an Affiliate pursuant
     to Section 10.14.
     
     1.49 Highly Compensated Employee:  The term Highly Compensated
     Employee includes highly compensated active Employees and highly
     compensated former employees.
     
     (A)  A highly compensated active Employee includes any Employee who
     performs service for the Employer or Affiliate during the Plan Year
     and who, during the look-back year (the twelve-month period
     immediately preceding the Plan Year):
     
     (i)  received Compensation from the Employer or Affiliate in excess
     of $75,000 (as adjusted by the Adjustment Factor);
     
     (ii)  received Compensation from the Employer or Affiliate in excess
     of $50,000 (as adjusted by the Adjustment Factor) and was a member
     of the top-paid group for such year; or 
     
     (iii)  was an officer of the Employer or Affiliate and received
     Compensation during such year that is greater than 50% of the
     Defined Benefit Dollar Limitation.
     
     (B)  The term Highly Compensated Employee also includes:
     
     (i)  Employees who are both described in the preceding sentence if
     the term "Plan Year" is substituted for the term "Look-back" and the
     Employee is one of the 100 Employees who received the most
     Compensation from the Employer or Affiliate during the Plan Year;
     and 
     
     (ii)  Employees who are 5% owners at any time during the look-back
     year or Plan Year.
     
     (C)  If no officer has received Compensation that is greater than
     50% of the Defined Benefit Dollar Limitation in effect during either
     the Plan Year or look-back year, the highest paid officer of such
     year shall be treated as a Highly Compensated Employee.
     
     (D)  A highly compensated former employee includes any Employee who
     terminated Employment (or was deemed to have terminated) prior to
     the Plan Year, performs no service for the Employer or Affiliate
     during the Plan Year, and was a highly compensated active employee
     for either the separation year or any Plan Year ending on or after
     the Employee's 55th birthday.
     
     (E)  If an Employee is, during a Plan Year or look-back year, a
     Family member of either (i) a 5% owner who is an active or former
     Employee or (ii) a Highly Compensated Employee who is one of the ten
     most highly compensated employees ranked on the basis of
     Compensation paid by the Employer or Affiliate during such year,
     then the Family Member and the 5% owner or top-ten Highly
     Compensated Employee shall be aggregated.  In such case, the Family
     Member and 5% owner or top-ten Highly Compensated Employee shall be
     treated as a single Employee receiving Compensation and plan
     contributions or benefits equal to the sum of such Compensation and
     contributions or benefits of the Family Member and 5% owner or top-
     ten Highly Compensated Employee.  For purposes of this section,
     Family member includes the Spouse, lineal ascendant and descendants
     of the Employee or former employee and the spouses of such lineal
     ascendant and descendants.
     
     (F)  The determination of who is a Highly Compensated Employee,
     including the determinations f the number and identity of Employees
     in the top-paid group; the top 100 Employees; the number of
     Employees treated as officers; and the Compensation that is
     considered will be made in accordance with Code Section 414(q).
     
     1.52 Investment Manager:  Any person appointed by the Trustee or,
     with respect to Participant-Directed Assets, by the Participant or
     Beneficiary having the power to direct the investment of such
     assets, to serve as such in accordance with Section 10.8.
     
     1.53 Key Employee:  Any Employee or former Employee (and the
     beneficiaries of such Employee) who at any time during the
     "determination period"  was (A) an officer of the Employer or
     Affiliate, having an annual Compensation greater than 50% of the
     Defined Benefit Dollar Limitation for any Plan Year within the
     "determination period"; (B) an owner (or considered an owner under
     Code Section 318) of one of the ten largest interests in the
     Employer or Affiliate if such individual's Compensation exceeds 100%
     of the dollar limitation under Code Section 415(c)(1)(A); (C) a "5%
     owner" (as defined in Code Section 416(i)) of the Employer or
     Affiliate; or (D) a "1% owner" (as defined in Code Section 416(i))
     of the Employer or Affiliate who has an annual Compensation of more
     than $150,0000.  Annual compensation means compensation as defined
     in Code Section 415(c)(3), but including amounts contributed by the
     Employer  pursuant to a salary reduction agreement which are
     excludible from the Employee's gross income under Code Section 125
     Code Section 402(a)(8), Code Section 402(h) or Code Section 403(b). 
     The "determination period" is the Plan Year containing the
     "determination date" and the four preceding Plan Years.  The
     "determination date" for the first Plan Year is the last day of the
     Plan Year, and for any subsequent Plan Year is the last day of the
     preceding Plan Year.  The determination of who is a Key Employee
     will be made in accordance with Code Section 416(i).
     
     1.54 Leased Employee:  Any individual (other than an Employee of
     the recipient Employer or Affiliate) who, pursuant to an agreement
     between the Employer or Affiliate and any other person (the "leasing
     organization") has performed services for the Employer (or for the
     Employer or Affiliate and "related persons" determined in accordance
     with Code Section 414(n)(6)) on a substantially full-time basis for
     a period of at least one year, which services are of a type
     historically performed, in the business field of the recipient
     Employer or Affiliate, by employees.  Contributions or benefits
     provided a Leased Employee by the leasing organization which are
     attributable to services performed for the recipient Employer or
     Affiliate shall be treated as provided by the recipient Employer.
     
     1.55 Limitation Year:  The Limitation Year as specified in the
     Adoption Agreement.  All Qualified Plans maintained by the Employer
     must use the same Limitation Year. If the Limitation Year is amended
     to a different 12-consecutive month period, the new Limitation Year
     must begin on a date within the Limitation Year in which the
     amendment is made.
     
     1.56 Master or Prototype Plan:  A plan the form of which is the
     subject of a favorable opinion letter from the Internal Revenue
     Service.
     
     1.57 Matching 401(k) Contribution:  Any contribution made by the
     Employer to this and/or any other Defined Contribution Plan for the
     Plan Year, by reason of the Participant's 401(k) Election, and
     allocated to a Participant's Matching 401(k) Contributions Account
     or to a comparable account in another Defined Contribution Plan. 
     Matching 401(k) contributions are subject to the distribution
     provisions applicable to Employer Accounts in the Plan.
     
     1.58 Matching 401(k) Contributions Account:  The Account
     established for a Participant pursuant to Section 3.8.4.
     
     1.59 Matching Thrift Contributions:  Any contribution made by the
     Employer for the Plan Year by reason of Employee Thrift
     Contributions.  Matching Thrift Contributions shall be subject to
     the distribution provisions applicable to Employer Accounts in the
     Plan.
     
     1.60 Matching Thrift Contributions Account:  The Account
     established for a Participant pursuant to Section 3.8.5.
     
     1.61 Net Profits:  The current and accumulated profits of the
     Employer from the trade or business of the Employer with respect to
     which the Plan is established, as determined by the Employer before
     deductions for federal, state and local taxes on income and before
     contributions under the Plan or any other Qualified Plan.
     
     1.62 Nonhighly Compensated Employee:  An Employee of the Employer
     who is neither a Highly Compensated Employee nor a Family Member.
     
     1.63 Nonvested Separation:  Termination of Employment of a
     Participant whose vested percentage in each Employer Account is 0%.
     
     1.64 Normal Retirement Age: The age specified in the Adoption
     Agreement.  Notwithstanding the Employer's election in the Adoption
     Agreement, if, for Plan Years beginning before January 1, 1988,
     Normal Retirement Age was determined with reference to the
     anniversary of the participation commencement date (more than 5 but
     not to exceed 10 years), the anniversary date for Participants who
     first commenced participation under the Plan before the first Plan
     Year beginning on or after January 1, 1988, shall be the earlier of
     (A) the tent anniversary of the date the Participant commenced
     participation in the Plan (or such anniversary as had been elected
     by the Employer, if less than 10) or (B) the fifth anniversary of
     the first day of the first Plan Year beginning on or after January
     1, 1988.
     
     1.65 Owner-Employee: An individual who is a sole proprietor, if the
     Employer is a sole proprietorship, or if the Employer is a
     partnership, a partner owning more than 10% of either the capital
     interest or the profits interest in the Employer; provided that
     where this Plan refers to an Owner-Employee in the context of a
     trade or business other than the trade or business with respect to
     which the Plan is adopted, the term Owner-Employee means a person
     who would be an Owner-Employer as defined above if that other trade
     or business was the Employer.
     
     1.66 Partially Vested Separation:  Termination of Employment of a
     Participant whose vested percentage in any Employer Account is less
     than 100% but greater than 0%.
     
     1.67 Participant:  An Employee who has commenced, but not
     terminated, participation in the Plan as provided in Article II.
     
     1.68 Participant Contributions Account:  The Participant's
     Participant Voluntary Nondeductible Contributions Account and/or
     Employee Thrift Contributions Account, as the case may be.
     
     1.69 Participant-Directed Assets:  The assets of an Account which
     are invested, as described in Section 10.5.1, according to the
     direction of the Participant or the Participant's Beneficiary, as
     the case may be, in either individually selected investment or in
     commingled funds or in shares of regulated investment companies.
     
     1.70 Participant Voluntary Nondeductible Contributions:  Any
     voluntary nondeductible contributions made in cash by a participant
     to this Plan other than Employee Thrift Contributions.
     
     1.71 Participant Voluntary Nondeductible Contributions Account: 
     The Account established for a Participant pursuant to Section 3.8.6.
     
     1.72 Participating Affiliate:  Any Affiliate or any other employer
     designated as such by the Employer, and, by duly authorized action,
     that has adopted the Plan with the consent of the Employer and has
     not withdrawn therefrom.
     
     1.73 Period of Severance:  For purposes of the hourly records
     method, a Period of Severance is a period equal to the number of
     consecutive Plan Years or, with respect to eligibility, the
     applicable computation period under the definition of Year of
     Service, in which an Employee has 500 Hours of Service or less.  The
     Period of Severance shall be determined on the basis of Hours of
     Service and shall commence with the first Plan Year in which the
     Employee has 500 Hours of Service or less.  With respect to any
     period of absence during which a Period of Severance does not
     commence, the Participant shall be credited with the Hours of
     Service (up to a maximum of 501 Hours of Service in a Plan Year)
     which would otherwise have been credited to him or her but for such
     absence, or if such Hours of Service cannot be determined, 8 Hours
     of Service for each day of absence.
     
     For purposes of the elapsed time method, a Period of Severance is a
     continuous period of at least 12-consecutive months during which an
     individual's Employment is not continuing, beginning on the date an
     Employee retires, quits or is discharged or, if earlier, the first
     12-month anniversary of the date that the individual is otherwise
     first absent from service (with or without pay) for any other
     reason, and ending on the date the individual again performs an Hour
     of Service.
     
     Anything in the definition thereof to the contrary notwithstanding,
     a Period of Severance shall not commence if the Participant is:
     
     (A) On an authorized leave of absence in accordance with standard
     personnel policies applied in a nondiscriminatory manner to all
     Employees similarly situated and returns to active Employment by the
     Employer or Affiliate immediately upon the expiration of such leave
     of absence;
     
     (B) On a miliary leave while such Employee's re-employment rights
     are protected by law and returns to active Employment within ninety
     days after his or her discharge or release (or such longer period as
     may be prescribed by law); or
     
     (C) Absent from work by reason of (i) the pregnancy of the Employee,
     (ii) the birth of a child of the Employee, or (iii) the placement of
     a child with the Employment in connection with the adoption of such
     child by such Employee, or (iv) the care of such child for a period
     beginning immediately following such birth or placement.  In
     determining when such a Participant's Period of Severance begins,
     the Participant will be credited with (i) for purposes of the
     elapsed time method, the 12-consecutive month period beginning on
     the first anniversary of the first date of such absence; or (ii) for
     purposes of the hourly records method, the Hours of Service he or
     she would normally have had but for such absence, or if such Hours
     cannot be determined, eight Hours of Service for each day of such
     absence; provided, however, that such Hours of Service shall not
     exceed 501 and shall be credited only in the year in which such
     absence began if such crediting would prevent the Participant from
     incurring a Period of Severance in that year, or in any other case,
     shall be credited in the immediately following year.
     
     1.74 Plan:  The plan established by the Employer in the form of
     this Prototype Plan and  the applicable Adoption Agreement executed
     by the Employer.  The Plan shall have the name specified in the
     Adoption Agreement.
     
     1.75 Plan Year:  Each 12-consecutive month period ending on the
     date specified in the Adoption Agreement, during any part of which
     the Plan is in effect.
     
     1.76 Prototype Plan:  The Merrill Lynch Special Prototype Defined
     Contribution Plan set forth in this document, as amended or restated
     from time to time.
     
     1.77 Qualified Joint and Survivor Annuity:  An immediate annuity
     for the life of Participant with a survivor annuity continuing after
     the Participant's death to the Participant's Surviving Spouse for
     the Surviving Spouse's life in an amount equal to 50% of the amount
     of the annuity payable during the joint lives of the Participant and
     such Surviving Spouse and which is the actuarial equivalent of a
     single life annuity which could be provided for the Participant
     under an Annuity Contract purchased with the aggregate vested
     Account Balances of the Participant's Accounts at the Benefit
     Commencement Date.
     
     1.78 Qualified Matching Contributions:  Matching Contribution
     which, pursuant to the election made by the Employer, and in
     accordance with Code Section 401(m), are nonforfeitable when made
     and subject to the limitation on distribution set forth in the
     definition of Qualified Nonelective Contributions.
     
     1.79 Qualified Matching Contributions Account:  The Account
     established for a Participant pursuant to Section 3.8.7.
     
     1.80 Qualified Nonelective Contributions:  Contributions (other
     than Matching 401(k) Contributions, Qualified Matching 401(k)
     Contributions or Elective Deferrals), if any, made by the Employer
     which the Participant may not elect to receive in cash until
     distributed from the Plan, which are nonforfeitable when made, and
     which are not distributable under the terms of the Plan to
     Participants or their Beneficiaries earlier than the earlier of:
     
     (A)termination of Employment, death, or Disability of the
     Participant;
     
     (B) attainment of the age 59-1/2 by the Participant;
     
     (C) termination of the Plan without establishment of another Defined
     Contribution Plan by the Employer or an Affiliate;
     
     (D) disposition by the Employer or Participating Affiliate to an
     unrelated corporation of substantially all of its assets used in a
     trade or business if such unrelated corporation continues to
     maintain this Plan after the disposition but only with respect to
     Employees who continue employment with the acquiring unrelated
     entity.  The sale of 85% of the assets used in a trade or business
     will be deemed a sale of "substantially all" the assets used in a
     trade or business;
     
     (E)  sale by the Employer to an unrelated entity of its interest in
     an Affiliate if such unrelated entity continues to maintain the Plan
     but only with respect to Employees who continue employment with such
     unrelated entity; and 
     
     (F)  effective for Plan Years beginning before January 1, 1989, upon
     the hardship of the Participant.
     
     1.81 Qualified Nonelective Contributions Account:  The Account
     established for a Participant pursuant to Section 3.8.7.
     
     1.82 Qualified Plan:  A Defined Benefit Plan or Defined
     Contribution Plan.
     
     1.83 Qualifying Employer Securities:  Employer securities, as that
     term is defined in ERISA Section 407(d)(5).
     
     1.84 Rollover Contribution:  A contribution described in Section
     3.3.
     1.85 Rollover Contributions Account:  The Account established for
     a Participant pursuant to Section 3.8.9.
     
     1.86 Self-Employed Individual:  An individual who has Earned Income
     for the Plan Year involved from the trade or business for which the
     Plan is established, or who would have had such Earned Income but
     for the fact that the trade or business with respect to which the
     Plan is established had no Net Profits for that Plan Year.
     
     1.87 Social Security Retirement Age: Age 65 in the case of a
     Participant attaining age 62 before January 1, 2000 (i.e., born
     before January 1, 1938), age 66 for a Participant attaining age 62
     after December 31, 1999, and before January 1, 2017 (i.e., born
     after December 31, 1937, but before January 1, 1955), and age 67 for
     a Participant attaining, age 62 after December 31, 2016 (i.e., born
     after December 31, 1954).
     
     1.88 Sponsor:  The mass submitter, Merrill Lynch, Pierce, Fenner &
     Smith Incorporated and any successor thereto, and any other
     qualifying sponsoring organization who sponsors with the consent of
     the mass submitter, the Prototype Plan and makes the Prototype Plan
     available for adoption by Employers.
     
     1.89 Spouse:  The person married to a Participant, provided that a
     former spouse will be treated as the Spouse to the extent provided
     under a "qualified domestic relations order" (or a "domestic
     relations order" treated as such) as referred to in Section 12.6.
     
     1.90 Surviving Spouse:  The person married to a Participant on the
     earliest of:
     
     (A)  the date of the Participant's death;
     
     (B)  the Participant's Benefit Commencement Date; or
     
     (C)  the date on which an Annuity contract is purchased for the
     Participant providing benefits under the Plan; 
     
     Anything contained herein to the contrary notwithstanding, a former
     spouse will be treated as the Surviving Spouse to the extent
     provided under a "qualified domestic relations order" (or a
     "domestic relations order" treated as such) as referred to in
     Section 12.6.
     
     1.91 Taxable Wage Base:  The maximum amount of earnings which may
     be considered "wages" for the Plan year involved under Code Section
     3121(a)(1).
     
     1.92 Transferred Account:  The Account established for a
     Participant pursuant to Section 3.8.10.
     
     1.93 Trust:  The trust established under the Plan to which Plan
     contributions are made and in which Plan assets are held.
     
     1.94 Trust Fund:  The assets of the Trust held by or in the name of
     the Trustee.
     
     1.95 Trustee:  The person appointed as Trustee pursuant to Article
     X and any successor Trustee.
     
     1.96 Valuation Date:  The last business day of each Plan Year, the
     date specified in the Adoption Agreement or determined pursuant to
     Section 10.6, if applicable, and each other date as may be
     determined by the Administrator.
     
     1.97 Vesting Service:  The Years of Service credited to a
     Participant under Article IV for purposes of determining the
     Participant's vested percentage in any Employer Account established
     for the Participant.
     
     1.98 Years of Service:  If the Employer elects the hourly records
     method in the Adoption Agreement, an Employee shall be credited with
     one Year of Service for each Plan year in which he or she has 1,000
     Hours of Service.  Solely for purposes of eligibility to
     participate, an Employee shall be credited with a Year of Service on
     the last day of the 12-consecutive month period which begins on the
     first day on which he or she has an Hour of Service, if he or she
     has at least 1,000 Hours of Service in that period.
     
     If an Employee fails to be credited with a Year of Service on such
     date, he or she shall be credited with a Year of Service on the last
     day of each succeeding 12-consecutive month period in which he or
     she is credited with at least 1,000 Hours of Service.
     
     If the Employer elects the elapsed time method in the Adoption
     Agreement, the Employee's Years of Service shall be a span of
     service equal to the sum of:
     
     (A)  the period commencing on the date the Employee first performs
     an Hour of Service and ending on the date he or she quits, retires,
     is discharged, dies, or if earlier, the 12-month anniversary of the
     date on which the Employee was otherwise first absent from service
     (with or without pay)for any other reason; and 
     
     (B)(i)  if the Employee quits, retires, or is discharged, the period
     commencing on the date the Employee terminated his or her Employment
     and ending on the first date on which he or she again performs an
     Hour of Service, if such date is within 12 months of the date on
     which he or she last performs an Hour of Service; or 
     
     (ii)  if the Employee is absent from work for any other reason and,
     within 12 months of the first day of such absence, the Employee
     quits, retires or is discharged , the period commencing on the first
     day of such absence and ending on the first day he or she again
     performs an Hour of Service if such day is within 12 months of the
     date his or her absence began.
     
     With respect to both the elapsed time method and the hourly record
     method, service with a predecessor employer, determined in the
     manner in which the rules of this Plan would have credited such
     service had the Participant earned such service under the terms of
     this Plan, may be included in years of Service, as specified in the
     Adoption Agreement.
     
     ARTICLE II   PARTICIPATION
     
     2.1  Admission as a Participant
     
     2.1.1     An Eligible Employee shall become a Participant on the Entry
     Date coincident with or next following the date on which he or she
     meets the eligibility requirements specified in the Adoption
     Agreement; provided, however that:
     
     (A)  an Eligible Employee who has met the eligibility requirements
     a of the first day of the Plan Year in which the Plan is adopted as
     a new Plan shall become a Participant as of such date;
     
     (B)  an Eligible Employee who had met the eligibility requirements
     of a plan that is restated and /or amended to become this Plan shall
     become a Participant as of the date this Plan is adopted; and 
     
     (C)  if selected in the Adoption Agreement, an Eligible Employee
     shall become a Participant on the effective date of the Plan
     providing he or she is an Eligible Employee on such date.
     
     2.1.2     An Employee who did not become a Participant on the Entry Date
     coincident with or next following the day on which he or she met the
     eligibility requirements because he or she was not then an Eligible
     Employee shall become a Participant on the first day on which he or
     she again becomes an Eligible Employee unless determined otherwise
     in accordance with Section 2.3.1. of the Plan.
     
     2.1.3  If the Plan includes a CODA or thrift feature, in addition to
     the participation requirements set forth in Section 2.1.1., an
     Eligible Employee shall become a Participant upon filing his or her
     401(k) Election or election to make Employee Thrift Contributions
     with the Administrator.  An election shall not e required if the
     Employer has elected to make contributions to an Employer Account
     and/or Qualified Nonelective Contributions with respect to all
     Eligible Participants.
     
     2.1.4     An individual who has ceased to be a Participant and who again
     becomes an Eligible Employee shall become a Participant immediately
     upon reemployment as an Eligible Employee unless determined
     otherwise in accordance with Section 2.3.1. of the Plan.
     
     2.2. Rollover Membership and Trust to Trust Transfer
     
     An Eligible Employee who makes a Rollover Contribution or a trust to
     trust transfer shall become a Participant as of the date of such
     contribution or transfer even if he or she had not previously become
     a Participant.  Such an Eligible Employee shall be a Participant
     only for the purposes of such Rollover Contribution or transfer and
     shall not be eligible to share in contributions made by the Employer
     until he or she has become a Participant in accordance with Section
     2.1.
     
     2.3. Crediting of Service for Eligibility Purposes
     
     2.3.1     For purposes of eligibility to participate, an Eligible
     Employee or Participant without any vested interest in any Employer
     Account and without an Elective Deferrals Account who terminates
     Employment shall lose credit for his or her Years of Service prior
     to such termination of Employment if his or her Period of Severance
     equals or exceeds five years or, if greater, the aggregate number of
     Years of Service.
     
     2.3.2     For purposes of eligibility to participate, a Participant who
     has a vested interest in any Employer Account and who terminates
     Employment shall retain credit for his or her Years of Service prior
     to such termination of Employment without regard to the length of
     his or her Period of Severance.  In the event such Participant
     returns to Employment, he or she shall participate immediately.
     
     2.3.3     A former Eligible Employee who was not a Participant who again
     becomes an Eligible Employee with no Years of Service to his or her
     credit shall be treat as a new Employee.
     
     2.4  Termination of Participation
     
     A Participant shall cease to e a Participant:
     
     (A)  upon his or her death;
     
     (B)  upon the repayment to him or her of all nonforfeitable
     benefits due to him or her under the Plan, whether directly or by
     the purchase of an Annuity contract; or 
     
     (C)  upon his or her Nonvested Separation.
     
     2.5  Limitation for Owner-Employee
     
     2.5.1     If the Plan provides contributions or benefits for one or more
     Owner-Employees who control the trade or business for which this
     Plan is established and who also control as an Owner-Employee or as
     Owner-Employees one or more other trade or businesses, this Plan and
     the plan established for each such other trade or business must,
     when looked at as a single plan, satisfy the requirements of Code
     Sections 401(a) and (d) with respect to the employees of this and
     all of such other trades or businesses.
     
     2.5.2     If the Plan provides contribution or benefits for one or more
     Owner-Employees who control as an Owner-Employee or as Owner-
     Employees one or more other trades or businesses, the employees of
     the other trade or businesses must be included in a plan which
     satisfies the requirements of Code Sections 401(a) and (d) and which
     provides contributions and benefits for the employees of such other
     trades or businesses not less favorable than the contributions and
     benefits provided for Owner-Employees under this Plan.
     
     2.5.3     If an individual is covered as an Owner-Employee under the
     plan 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 employee under the plan of the
     trades or businesses which are controlled must be as favorable as
     those provided for such individual under the most favorable plan of
     the trade or business which is not controlled.
     
     2.5.4     For purposes of the preceding three subsections, an Owner-
     Employee, or two or more Owner-Employees, will be considered to
     control a trade or business if the Owner-Employee, or two or more
     Owner-Employees together.
     
     (A) owns 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 n the partnership.
     
     For purposes of the preceding sentence, an Owner-Employee, or two
     ore more Owner-Employees, shall be treated as owning any interest in
     a partnership which is owned, directly or indirectly, by a
     partnership which such Owner-Employee, or such two or more Owner-
     Employees, are considered to control within the meaning of the
     preceding sentence.
     
     2.6  Corrections with Regard to Participation
     
     2.6.1     If in any Plan Year an Eligible Employee who should be
     included as a Participant in the Plan is erroneously omitted and
     discovery of such omissions is not made until after a contribution
     by the Employer for the year has been made, the Employer shall make
     a subsequent contribution with respect to the omitted Eligible
     Employee in the amount which would have contributed with respect to
     such Eligible Employee had he or she not be omitted. Such
     contribution shall be made whether or not it is deductible in whole
     or in part in any taxable year under applicable provisions of the
     code.  It shall be the responsibility of the Employer and
     Administrator to take any and all actions as required by this
     Section 2.6.1.
     
     2.6.2     If in any Plan Year any person who should not have been
     included as a Participant in the Plan is erroneously included and
     discovery of such incorrect inclusion is not made until after a
     contribution for the year has been made, the amount contributed on
     behalf of such ineligible person shall constitute a forfeiture for
     the Plan Year in which the discovery is made.  It shall be the
     responsibility of the Employer and Administrator to take any and all
     actions as required by this Section 2.6.2.
     
     2.7  Provision of Information
     
     Each Employee shall execute such forms as may reasonably be required
     by the Administrator, and shall make available to the Administrator
     any information the Administrator may reasonably request in this
     regard.  By virtue of his or her participation in this Plan, an
     Employee agrees, on his or her own behalf and on behalf of al
     persons who may have or claim any right by reason of the Employee's
     participation in the Plan, to be bound by all provisions of the
     Plan.
     
     ARTICLE III
     CONTRIBUTIONS AND ACCOUNT
     ALLOCATIONS
     
     3.1  Employer Contributions and Allocations
     
     3.1.1     If the Plan is a profit-sharing plan, the Employer will
     contribute cash and/or Qualifying Employer Securities to the Trust
     Fund, in such amount, if any, as specified in the Adoption Agreement
     and with respect to Qualifying Employer Securities as is consistent
     with Sections 10.4.2 and 10.4.3.  If the Plan is a profit-sharing
     plan, Net Profits may be necessary for an Employer to make
     contributions, as specified in  the Adoption Agreement.  Employer
     Contributions for a Plan Year will be allocated no later than the
     last day of the Plan Year to the Employer Contributions Account of
     Participants eligible for an allocation in the manner specified in
     the Adoption Agreement.  A not-for-profit corporation may adopt a
     profit-sharing plan as an incentive plan; provided, however, that
     such a plan may not contain a CODA feature unless otherwise
     permitted by law.
     
     3.1.2     If the Plan is a money purchase pension plan, the Employer
     will contribute cash to the Trust Fund in an amount equal to that
     percentage of the Compensation of each Participant eligible for an
     allocation of Employer contributions for that Plan Year as specified
     in the Adoption Agreement.  Employer Contributions for the Plan Year
     will be allocated as of the last day of the Plan year to the
     Employer contributions Accounts of Participants eligible for an
     allocation and entitled to share in such contributions in the manner
     specified in the Adoption Agreement.
     
     3.1.3     If the Plan is a target benefit plan, the Employer will
     contribute cash to the Trust Fund in an amount specified in the
     Adoption Agreement.  The amount contributed with respect to the
     targeted benefit of each Participant eligible for an allocation for
     that Plan Year will be allocated as of the last day of the Plan Year
     to the Participant's Employer Contributions Account in the manner
     specified in the Adoption Agreement.
     
     3.1.4     If the Employer elects in the Adoption Agreement to make
     contributions on behalf of a Participant whose Employment terminated
     due to Disability, "Compensation" shall mean, with respect to such
     Participant, the Compensation he or she would have received for the
     entire calendar year in which the Disability occurred if he or she
     had ben paid for such year at the rate at which he or she had been
     paid for such year at the rate at which he or she was being paid
     immediately prior to such Disability.  Employer Contributions may be
     taken into account only if the Participant is a Nonhighly
     Compensated Employee and contributions made on his or her behalf are
     nonforfeitable.
     
     3.1.5     If an Employer has adopted more than one Adoption Agreement,
     or has adopted a plan pursuant to the Merrill Lynch Special
     Prototype Defined Benefit Plan and Trust, only one Adoption
     Agreement may be integrated with Social Security.
     
     3.1.6     For purposes of the Plan contributions provided by the
     "leasing organization" referred to in Section 1.37 of a Leased
     Employee which are attributable to services performed for the
     Employer shall be treated as provided by the Employer.
     
     3.2. Participant Voluntary Nondeductible Contributions
     
     3.2.1     If elected by the Employer in the Adoption Agreement, each
     Participant while actively employed may make Participant Voluntary
     Nondeductible Contributions in cash in a dollar amount or a
     percentage of Compensation which does not, when included in the
     Contribution Percentage Amount, exceed the limitations set forth in
     Code Section 401(m).
     
     3.2.2     Participant Voluntary Nondeductible Contributions shall be
     made in accordance with rules and procedures adopted by the
     Administrator.
     
     3.3  Rollover Contributions and Trust to Trust Transfers
     
     3.3.1     Any Eligible Employee or Participant may make a Rollover
     Contribution under the Plan.  A Rollover Contribution shall be in
     cash or in other property acceptable to the Trustee and shall be a
     contribution attributable to (a) a "qualified total distribution"
     (as defined in Code Section 402(a)(5)), distributed to the
     contributing Employee under Code Section 402(a)(5) from a Qualified
     Plan or distributed to the Employee under code Section 403(a)(4)
     from an "employee annuity" or referred to in that section, or (b) a
     payout or distribution to the Employee referred to in Code Section
     403(d)(3) from an "individual retirement account" or an "individual
     retirement annuity" described, respectively, in Code Section 408(a)
     or Section 408(b) consisting exclusively of amounts attributable to
     "qualified total distributions" (as defined in Code Section
     402(a)(5)) from a Qualified Plan.
     
     The Plan shall not accept a Rollover contribution attributable to
     any accumulated deductible employee contributions as defined by Code
     Section 72(o)(5)(B).  The Trustee may condition acceptance of a
     Rollover Contribution upon receipt of such documents as it may
     require.  In the event that an Employee makes a contribution
     pursuant to this Section 3.3. intended to be a Rollover Contribution
     but which did not qualify as a Rollover Contribution, the Trustee
     shall distribute to the Employee as soon as practicable after that
     conclusion is reached the entire Account balance in his or her
     Rollover Contributions Account deriving from such contributions
     determined as of the valuation date coincident with or immediately
     preceding such discovery.
     
     3.3.2     Any Eligible Employee or Participant may direct the
     Administrator to direct the Trustee to accept a transfer to the
     Trust Fund from another trust established pursuant to another
     Qualified Plan of all or any part of the assets held in such other
     trust.  The Plan shall not accept a direct transfer attributable to
     accumulated deductible employee contributions as defined by Code
     Section 72(o)(5)(B).  The Trustee may condition acceptance of such
     a trust to trust transfer upon receipt of such documents as it may
     require.
     
     3.4. Section 401(k) Contributions and Account Allocations
     
     (A)  Amount of Elective Deferrals
     
     Subject to the limitations contained in Section 3.4.2, the Employer
     will contribute cash to the Trust Fund in an amount equal to:
     
     (i)  as specified on the Participant's 401(k) Election form, the
     specific dollar amount, or the deferral percentage multiplied by
     each such Participant's Compensation; or
     
     (ii)  a bonus contribution made pursuant to Section 3.4.1.(C).
     
     (B)  The amount elected by a Participant pursuant to a 401(k)
     Election shall be determined within the limits specified in the
     Adoption Agreement.  The 401(k) Election shall be made on a form
     provided by the Administrator but no election shall be effective
     prior to approval by the Administrator.  The Administrator may
     reduce the amount of any 401(k) Election, or make such other
     modifications as necessary, so that the Plan complies with the
     provisions of the Code.  A Participant's 401(k) Election shall
     remain in effect until modified or terminated.  Modification or
     termination of a 401(k) Election shall be made at such time as
     specified in the Adoption Agreement.
     
     (C)  If elected by the Employer in the Adoption Agreement, an
     Eligible Employee may make a 401(k) Election to have an amount
     withheld up to the amount of any bonus payable for such Plan Year
     and direct the Employer to contribute the amount so withheld to his
     or her Elective Deferrals Account.
     
     3.4.2.  Limitation on Elective Deferrals
     
     (A)  Maximum Amount of Elective Deferrals and Distribution of Excess
     Elective Deferrals
     
     (i)  No Participant shall be permitted to have Elective Deferrals
     made under this Plan, or any other Qualified Plan maintained by the
     Employer, during any Plan Year in excess of the dollar limitation
     contained in Code Section 402(g) in effect at the beginning of the
     Participant's taxable year.
     
     (ii)  Notwithstanding any other provision of the Plan, Excess
     Elective Deferrals made to this Plan or assigned to this Plan, plus
     any income and minus any loss allocable thereto, shall be
     distributed no later than April 15, 1988, and each April 15
     thereafter to, Participants to whose accounts Excess Elective
     Deferrals were designated for the preceding Plan Year and who claim
     Excess Elective Deferrals for such taxable year.  Excess Elective
     Deferrals shall be treated as Annual Additions.
     
     (iii)  Claims.  A Participant may designate to this Plan any amount
     of his or her Elective Deferrals as Excess Elective Deferrals during
     his or her taxable year.  A Participant's claim shall be in writing,
     shall be submitted to the Administrator no later than March 1, shall
     specify the Participant's Excess Elective Deferral for the preceding
     Plan Year, and shall be accompanied by the Participant's written
     statement that if such amounts are not distributed, such Excess
     Elective Deferral, when added to amounts deferred under other plans
     or arrangements described in Code Section 401(k), Code Section
     408(k), Code Section 403(b) or Code Section 457, exceeds the limit
     imposed on the Participant by Code Section 402(g) for the year in
     which the deferral occurred.  A Participant is deemed to notify the
     Administrator of any Excess Elective Deferrals that arise by taking
     into account only those Elective Deferrals made to this Plan and any
     other plans of the Employer or an Affiliate.
     
     (iv)  Determination of Income or Loss.  Excess Elective Deferrals
     shall be adjusted for income or loss up to the date of distribution. 
     THE income or loss allocable to Participant's Excess Elective
     Deferrals is the sum of: (1) the income or loss allocable to the
     Participant's Elective Deferrals Account for the Participant's
     taxable year multiplied by a fraction, the numerator of which is the
     Participant's Excess Elective Deferrals for the Participant's
     taxable year and the denominator of which is the Account Balance of
     the Participant's Elective Deferrals Account without regard to any
     income or loss occurring during such taxable year; and (2) ten
     percent of the amount determined under (1) multiplied by the number
     of whole calendar months between the end of the Participant's
     taxable year and the date of distribution, counting the month of
     distribution if distribution occurs after the 15th of such month.
     
     Anything in the preceding paragraph of this Section 3.4.2.(A)(iv) to
     the contrary notwithstanding, any reasonable method for computing
     the income or loss allocable to Excess Elective Deferrals may be
     used, provided that such method is used consistently for all
     Participants and for all corrective distributions under the Plan,
     and is used by the Plan for allocating income or loss to
     participants' Accounts.  Income or loss allocable to the period
     between the end of the taxable year an the date of distribution may
     be disregarded in determining income or loss.
     
     (B)  ADP Test
     
     The Average Actual Deferral Percentage for Highly Compensated
     Employees for each Plan Year and the Average Actual Deferral
     Percentage for Nonhighly Compensated Employees for the same Plan
     Year must satisfy one of the following tests:
     
     (i)  The Average Actual Deferral Percentage for Eligible
     Participants who are Highly Compensated Employees for the Plan Year
     shall not exceed the Average Actual Deferral Percentage for Eligible
     Participants who are Nonhighly Compensated Employees for the Plan
     Year multiplied by 1.25; or 
     
     (ii) The Average Actual Deferral Percentage for Eligible
     Participants who are Highly Compensated Employees for the Plan Year
     shall not exceed the Average Actual Deferral Percentage for Eligible
     Participants who are Nonhighly Compensated Employees for the Plan
     Year multiplied by 2.0; provided that the Average Actual Deferral
     Percentage for Eligible Participants who are Highly Compensated
     Employees does not exceed the Average Actual Deferral Percentage for
     Participants who are Nonhighly Compensated Employees by more than
     two percentage points.
     
     (C)  Special Actual Deferral Percentage Rules
     
     (i)  The Actual Deferral Percentage for any Eligible Participant who
     is a Highly Compensated Employee for the Plan Year and who is
     eligible to have Elective Deferrals and Qualified Matching
     Contributions or Qualified Nonelective Contributions, or both, if
     treated as Elective Deferrals for purposes of the ADP Tests,
     allocated to his or her accounts under two or more plans or
     arrangements described in Code Section 401(k) that are maintained by
     the Employer shall be determined as if all such Elective Deferrals
     Qualified Matching Contributions and Qualified Nonelective
     Contributions were made under a single arrangement.  If a Highly
     Compensated Employee participates in two ore more cash or deferred
     arrangements that have different plan years, all cash or deferred
     arrangement sending with or within the same calendar year shall be
     treated as a single arrangement.
     
     (ii)  In the event that this Plan satisfies the requirements of Code
     Section 401(k), Code Section 401(a)(4) or Code Section 410(b) only
     if aggregated with one or more other qualified plans, or if one or
     more other qualified plans satisfy the requirements of such Code
     Sections only if aggregated with this Plan, then this Section shall
     be applied by determining the Actual Deferral Percentage of
     Employees as if all such qualified plans were a single qualified
     plan.  For Plan Years beginning after December 31, 1989, plans may
     be aggregated in order to satisfy Code Section 401(k) only if they
     have the same plan year.
     
     (iii)  For purposes of determining the Actual Deferral Percentage of
     an Eligible Participant who is a 5% owner or one of the ten most
     highly paid Highly Compensated Employees, the Elective Deferrals
     (and Qualified Matching Contributions or Qualified Nonelective
     Contributions, or both, if treated as Elective Deferrals for
     purposes of one of the tests referred to in Section 3.4.2(B)) and
     CODA Compensation of such Participant shall include the Elective
     Deferrals (and if applicable, Qualified Matching Contributions,
     Qualified Nonelective Contributions) and CODA Compensation for the
     Plan Year of Family Members.  Family Members with respect to such
     Highly Compensated Employees shall be disregarded as separate
     employees in determining the Actual Deferral Percentage both for
     Eligible Participants who are nonhighly compensated Employees and
     for Eligible Participants who are Highly Compensated Employees.
     
     (iv)  For purposes of determining the ADP Test, Elective Deferrals,
     Qualified Matching Contributions, and Qualified Nonelective must be
     made before the last day of the 12-month period immediately
     following the Plan Year to which such contributions relate.
     
     (v)  The Employer shall maintain records sufficient to demonstrate
     satisfaction of the ADP Test and the amount of Qualified Nonelective
     Contributions and/or Qualified Matching Contribution used in such
     test.
     
     (vi)  The determination and treatment of the Elective Deferrals,
     Qualified Matching Contributions, and Qualified Nonelective
     Contributions, used in the ADP Test shall satisfy such other
     requirements as may be prescribed by the Secretary of the Treasury.
     
     (D)  Distribution of Excess Contributions
     
     (i)  In General.  Notwithstanding any other provision of the Plan
     except Section 3.4.2(E), Excess Contributions, plus any income and
     minus any loss allocable thereto, shall be distributed no later than
     the last day of each Plan Year beginning after December 31, 1987, to
     Participants to whose Accounts Elective Deferrals, Qualified
     Matching Contributions, and Qualified Nonelective Contributions were
     allocated for the preceding Plan Year.1    Excess Contributions of
     Participants who are subject to the Family Member aggregation rules
     shall be allocated among the Family Members in proportion to the
     Elective Deferrals (and amounts treated as Elective Deferrals) of
     each Family Member that is combined to determine the combined Actual
     Deferral Percentage.  Excess Contributions shall be treated as
     Annual Additions.
     
     (ii)  Determination of Income or Loss.  Excess Contributions shall
     be adjusted for any income or loss up to the date of distribution. 
     The income or loss allocable to Excess Contributions is the sum of:
     (1) the income or loss allocable to the Participant's Elective
     Deferrals Account (and, if applicable, the Qualified Nonelective
     Contributions Account for the Qualified Matching Contributions
     Account or both) for the Plan Year multiplied by a fraction, the
     numerator of which is such Participant's Excess Contributions for
     the year and the denominator of which is the Account Balances of
     Participant's Elective Deferrals Account, Qualified Nonelective
     Contributions Account and Qualified Matching Contributions Account
     if any of such contributions are included in the ADP Test, without
     regard to any income or loss occurring during such Plan Year; and
     (2) 10% of the amount determined under (1) multiplied by the number
     of whole calendar months between the end of the Plan Year and the
     date of distribution, counting the month of distribution if
     distribution occurs after the 15th of such month.
                                                   
     Distribution of Excess Contributions on or before the last day of
     the Plan Year after the Plan Year in which such Excess amounts arose
     is required under Code Section 401(k)(8) if the Plan is to maintain
     its tax-qualified status.  However, if such excess amounts, plus any
     income and minus any loss allocable thereto, are distributed more
     than 2-1/2 months after the last day of the Plan Year in which such
     excess amounts arose, then Code Section 4979 imposes a 10% excise
     tax on the employer maintaining the plan with respect to such
     amounts.
     
     Anything in the preceding paragraph of this Section 3.4.2(D)(ii) to
     the contrary notwithstanding, any reasonable method for computing
     the income or loss allocable to Excess Contributions may be used,
     provided that such method is used consistently for all Participants
     and for all corrective distributions under the Plan for the Plan
     Year, and is used by the Plan for allocating income or loss to
     Participant's Accounts.  Income or loss allocable to the period
     between the end of the Plan Year and the date of distribution may be
     disregarded in determining income or loss.
     
     (iii)  Accounting for Excess Contributions.  Amounts distributed
     under this Section 3.4.2(D) shall first be distributed from the
     Participant's Elective Deferrals Account and Qualified Matching
     Contributions Account in proportion to the Participant's Elective
     Deferrals and Qualified Matching Contributions (to the extent used
     in the ADP Test) for the Plan Year.  Excess Contributions shall be
     distributed from the Participant's Qualified Nonelective
     Contributions Account only to the extent that such Excess
     Contributions exceed the balance in the Participant's Elective
     Deferrals Account and Qualified Matching Contributions Account.
     
     (E)  In lieu of distributing Excess Contributions pursuant to the
     preceding Section 3.4.2(D), and as specified in the Adoption
     Agreement, the Employer may make special Qualified Nonelective
     Contributions on behalf of Nonhighly Compensated Employees that are
     sufficient to satisfy the ADP Test.
     
     (F)  In lieu of distributing Excess Contributions, the Participant
     may treat his or her Excess Contributions as an amount distributed
     and then re-contributed by such Participant.  Recharacterized
     amounts are 100% nonforfeitable and subject to the same distribution
     requirements as Elective Deferrals.  Amounts may not be re-
     characterized by a Highly Compensated Employee to the extent that
     such amount in combination with other amounts made to the
     Participant's Participant Contributions Account would exceed any
     stated limit on such contributions, as specified in the Adoption
     Agreement.  If Excess Contributions are re-characterized, they must
     be so no later than two and one half months after the last day of
     the Plan Year in which such Excess Contributions arose and they are
     deemed to occur no earlier than the date the last Highly Compensated
     Employee is informed in writing of the amount re-characterized and
     the consequences thereof.  Recharacterized amounts are taxable to
     the Participant for the tax year in which he or she would have
     received such contributions in cash.
     
     (G)  Under no circumstances may Elective Deferrals, Qualified
     Matching Contributions and Qualified Nonelective Contributions be
     contributed and allocated to the Trust later than the last day of
     the 12-month period immediately following the Plan Year to which
     such contributions relate.
     
     3.5  Matching 401(k) Contributions
     
     3.5.1  Amount of Matching Contributions  Subject to the limitations
     contained in Section 3.9 and 3.5.2, for each Plan Year the Employer
     will contribute in cash and/or Qualified Employer Securities,
     Matching 401(k) Contributions to the Trust Fund in an amount, if
     any, calculated by reference to the Participants' Elective Deferrals
     as specified in the Adoption.
     
     3.5.2  Limitation on Contribution Percentage
     
     (A)  ACP Test
     
     The Average Contribution Percentage for Eligible Participants who
     are Highly Compensated Employees for the Plan Year and the Average
     Contributions Percentage for Eligible Participants who are Nonhighly
     Compensated Employees for the same Plan Year must satisfy one of the
     following tests:
     
     (i)  the Average Contribution Percentage for Eligible Participants
     who are Highly Compensated Employees for the Plan Year shall not
     exceed the Average Contribution Percentage for Eligible Participants
     who are Nonhighly Compensated Employees for the same Plan Year
     multiplied by 1.25; or
     
     (ii)  the Average Contribution Percentage for Eligible Participants
     who are Highly Compensated Employees shall not exceed the Average
     Contribution Percentage for Eligible Participants who are Nonhighly
     Compensated Employees by more than two percentage points or such
     lesser amount as the Secretary of the Treasury shall prescribe to
     prevent the multiple use of this alternative limitation with respect
     to any Highly Compensated Employee.
     
     (B)  Special Average Contribution Percentage Rules
     
     (i)  For purposes of this Section 3.5.2, the Contribution Percentage
     for any Eligible Participant who is a Highly Compensated Employee
     for the Plan Year and who is eligible to have Matching 401(k)
     Contributions or Matching Thrift Contributions, as the case may be
     (other than Qualified Matching Contributions), allocated to his or
     her account under two or more qualified plans described in Code
     Section 401(a), or arrangements described in Code Section 401(k)
     shall be determined as if the total of such Contribution Percentage
     Amounts was made under each plan.
     
     If a Highly Compensated Employee participates in 2 or more cash or
     deferred arrangements that have different plan years, all cash or
     deferred arrangements ending with or within the same calendar year
     shall be treated as a single arrangement.
     
     (ii) In the event that this Plan satisfies the requirements of Code
     Section 410(b) only if aggregated with one or more other plans, or
     if one or more other plans satisfy the requirements of Code Section
     410(b) only if aggregated with this Plan, then this Section 3.5.2
     shall be applied by determining the Contribution Percentages of
     Employees as if all such plans were single plan.  For Plan Years
     beginning after December 31, 1989, plans may be aggregated in order
     to satisfy Code Section 401(m) only if they have the same plan year.
     
     (iii)  For purposes of determining the Contribution Percentage of an
     Eligible Participant who is a 5% owner or one of the 10 most highly-
     paid Highly Compensated Employees, the Contribution Percentage
     Amounts and the CODA Compensation of such Participant shall include
     the Contribution Percentage Amounts and CODA Compensation for the
     Plan Year of Family Members. Family Members with respect to Highly
     Compensated
     
     Employees shall be disregarded as separate employees in determining
     the Contribution Percentage both for Participants who are Nonhighly
     Compensated Employees and for Participants who are Highly
     Compensated Employees.
     
     (iv)  For purposes of determining the ACP Test, Matching 401(k)
     Contributions, Matching Thrift Contributions and Qualified
     Nonelective Contributions will be considered made for a Plan Year if
     made no later than the end of the 12-month period beginning on the
     day after the close of the Plan Year.
     
     (v)  The Employer shall maintain records sufficient to demonstrate
     satisfaction of the ACP Test and the amount of Qualified Nonelective
     Contributions or Qualified Matching Contributions, or both, used in
     such test.
     
     (C)  Multiple Use
     
     If one or more Highly Compensated Employees participate in both a
     cash or deferred arrangement and a plan subject to the ACP Test and
     the sum of the Actual Deferral Percentage and the Actual
     Contribution Percentage of those Highly Compensated Employees exceed
     the "aggregate limit", then the Actual Contribution Percentage of
     those Highly Compensated Employee will be reduced, beginning with
     such Highly Compensated Employee whose Actual Contribution
     Percentage is the highest, so that the limit is not exceeded.
     
     The amount by which each Highly Compensated Employee's Contribution
     Percentage is reduced shall be treated as an Excess Aggregate
     Contribution.  The Actual Deferral Percentage and Actual
     Contribution Percentage of the Highly Compensated Employees are
     determined after any corrections required to meet the ADP Test and
     the ACP Test. Multiple use does not occur if either the Average
     Deferral Percentage or Actual Contribution Percentage of the Highly
     Compensated Employees does not exceed 1.25 multiplied by the Actual
     Deferral Percentage  and the Actual Contribution Percentage of the
     Nonhighly Compensated Employees.  (i)  The "aggregate limit" is the
     sum of (1) 125% of the greater of the Actual Deferral Percentage for
     Participants who are Nonhighly compensated Employees for the Plan
     Year or the Actual Deferral Percentage for Participants who are
     Nonhighly Compensated Employee for the Plan Year beginning with or
     within the Plan Year and (2) the lesser of 200% or two plus the
     lesser of such Actual Deferral Percentage or Actual Contribution
     Percentage.  "Lesser" is substituted for "greater"in "(1)," above,
     and "greater" is substituted for "lesser" after "two plus the" in
     "(2)" if it would result in a larger aggregate limit.
     
     (D)  In General.  Notwithstanding any other provision of this Plan,
     Excess Aggregate Contributions, plus any income and minus any loss
     allocable thereto, shall be forfeited and applied to reduce
     subsequent Matching 401(k) Contributions or Matching Thrift
     Contributions, as the case may be.  No forfeitures arising under
     this Section 3.6.2(D) shall be allocated to the account of any
     Highly compensated Employee.  If not forfeitable, Excess Aggregate
     Contributions shall be distribute no later than the last day of each
     Plan Year beginning after December 31, 1987, to Participants to
     whose Accounts such Excess Aggregate Contributions were allocated
     for the preceding Plan Year.  Excess Aggregate Contributions of
     Participants who are subject to the Family Member aggregation rules
     shall be allocated a month the Family Members in proportion to the
     amounts constituting Contribution Percentage Amounts of each Family
     Member that is combined to determine the combined Actual
     Contribution Percentage.  Excess Aggregate Contributions shall be
     treated as Annual Additions.  Anything above to the contrary
     notwithstanding, any forfeiture or distribution under this Section
     3.5.2(D)(i) shall occur only if sufficient Employee Thrift
     Contributions and/or Participant Voluntary Nondeductible
     Contributions, as the case may be, are not distributed from the
     qualified plan holding such Employee Thrift contributions and/or
     Participant Voluntary Nondeductible Contributions, as the case may
     be.2
     
     (ii)  Determination of Income or Loss.   Excess Aggregate
     Contributions shall be adjusted for any income or loss up to the
     date of distribution.  The income or loss allocable to Excess
     Aggregate Contributions is the sum of: (1) the income or loss
     allocable to the Participant's Matching 401(k) Contribution Account
     or Matching Thrift Contribution Account (if any, and if all amounts
     therein are not used in the ADP Test) and, if applicable, Qualified
     Nonelective Contribution Account and Elective Deferrals Account for
     the Plan Year multiplied by a fraction, the numerator of which is
     such Participant's Excess Aggregate Contributions for the year an
     the denominator of which is the Participant's Account Balance(s)
     attributable to Contribution Percentage Amounts without regard to
     any income or loss occurring during such Plan Year; and (2) 10% of
     the amount determined under (1) multiplied by the number of whole
     calendar months between the end of the Plan Year and the date of
     distribution, counting the month of distribution if distribution
     occurs after the 15th of such month.
     
     Anything in the preceding paragraph f this Section 3.5.2(D)(ii) to
     the contrary notwithstanding, any reasonable method for computing,
     the income or loss allocable to Excess Aggregate Contributions may
     be used, provided that such method is used consistently for all
     Participants an for all corrective distributions under the Plan for
     the Plan Year, and is used by the Plan for allocating income or loss
     to Participants' Accounts.  Income or loss allocable to the period
     between the end of the Plan Year and the date of distribution may be
     disregarded in determining income or loss.
     
     (iii)  The determination of the Excess Aggregate Contributions shall
     be made after first determining the Excess Elective Deferrals, and
     then determining the Excess Contributions.
     
     3.5.3  For purposes of determining the ACP Test, Qualified
     Nonelective Contributions, Matching 401(k) Contributions and
     Matching Thrift Contributions will be considered made for a Plan
     Year if paid to the Trustee no later than the end of the 12-month
     period beginning on n the day after the close of the Plan Year.
     
     3.6  Thrift Contributions
     
     3.6.1  Employee Thrift Contributions.  If elected by the Employer in
     the Adoption Agreement to provide for Employee Thrift Contributions,
     the Employer will contribute cash to the Trust Fund in an amount
     equal to (A) the Employee Thrift contribution percentage of each
     Participant on his or her Employee Thrift Contribution election form
     multiplied by each such Participant's Compensation or (B) the
     specific dollar amount set forth on the Participant's election form. 
     The amount elected by a Participant pursuant to a Participant's
     Employee Thrift Contribution election shall be determined within the
     limits specified in the Adoption Agreement.  Such election shall be
     made on a form provided by the Administrator but no election shall
     be effective prior to approval by the Administrator.
     
     The Administrator may reduce the amount of any Employee Thrift
     Contribution, or make such other modifications as necessary, so that
     the Plan complies with the provisions of the code.  A Participant's
     election shall remain in effect until modified or terminated at such
     times as specified in the Adoption Agreement.
     
     3.6.2  Matching Thrift Contributions.  Subject to the limitations
     contained in Sections 3.9 and 3.5.2, for each Plan Year the Employer
     will contribute in cash and/or Qualifying Employer Securities,
     Matching Thrift contributions to the Trust Fund in an amount, if
     any, calculated by reference to the Participants' Employee Thrift
     contributions, as specified in the Adoption Agreement.
     
     Matching Thrift Contributions made by the Employer will be allocated
     to the Matching Thrift Contributions Account of those Participants
     who have contributed Employee Thrift contributions to the Plan, as
     specified in the Adoption Agreement.
     
                                                               
     Distribution or forfeiture of Excess Aggregate Contributions on or
     before the last day of the Plan Year after the Plan Year in which
     such excess amounts arose is require under Code Section 401(m)(6) if
     the Plan is to maintain its tax-qualified status.  However, if such
     excess amounts, plus any income and minus any loss allocable
     thereto, are distributed more than 2-1/2 months after the last day
     of the Plan Year in which such excess amounts arose, then Code
     Section 4979 imposes a 10% excise tax on the employer maintaining
     the plan with respect to such amounts.
     
     3.7  Treatment of Forfeitures
     
     3.7.1  If the Employer has elected in the Adoption Agreement to
     reallocate forfeitures for a Plan Year among Participants, then such
     forfeitures, if any, shall be allocated as of the last day of the
     Plan Year to the Employer Accounts of those Participants who are
     eligible to share in the allocation of contributions to that
     particular
     
     Employer Account (whether or not a contribution was made for that
     Plan Year) for that Plan Year in that particular Employer Account
     category with respect to which such forfeitures are attributable. 
     If the Plan is a Target Benefit Plan, forfeitures may only be used
     to reduce Employer Contributions, in accordance with Section 3.7.2.
     
     3.7.2  If the Employer has elected in the Adoption Agreement to use
     forfeiture to reduce contributions, then forfeitures shall be
     applied in the succeeding Plan Year to reduce Employer contributions
     in that particular Employer Account category to which such
     forfeitures were attributable.
     
     3.8  Establishing of Accounts
     
     3.8.1  An Elective Deferrals Account shall be established for each
     Eligible Participant who makes a 401(k) Election to which the
     Administrator shall credit, or cause to be credited, Elective
     Deferrals allocable to each such Participant, plus earnings or
     losses thereon.
     
     3.8.2  An Employer Contributions Account shall be established for
     each Participant to which the Administrator shall credit or cause to
     be credited Employer contributions pursuant to Section 3.1, and
     forfeitures attributable to such contributions, if any, plus
     earnings or losses thereon.
     
     3.8.3  An Employee Thrift Contributions Account shall be established
     for each Participant who makes Employee Thrift contributions to the
     Plan, to which the Administrator shall credit, or cause to be
     credited, all amounts allocable to each such Participant, plus
     earnings or losses thereon.
     
     3.8.4  A Matching 401(k) Contributions Account shall be established
     for each Participant for whom Matching 401(k) Contributions are
     made, to which the Administrator shall credit, or cause to be
     credited, all such amounts allocable to each such Participant, plus
     earnings or losses thereon.
     
     3.8.5  A Matching Thrift Contributions Account shall be established
     for each Participant for whom Matching Thrift contributions are
     made, to which the Administrator shall credit, or cause to be
     credited, all amounts allocable to each such Participant, plus
     earnings or losses thereon.
     
     3.8.6  A Participant Voluntary Nondeductible Contributions Account
     shall be established for each Participant who makes Participant
     Voluntary Nondeductible Contributions to the Plan, plus earnings or
     losses thereon.
     
     3.8.7  A Qualified Matching Contributions Account shall be
     established for each Eligible Participant for whom Qualified
     Matching contributions are made, to which the Administrator shall
     credit, or cause to be credited, all amounts allocable to each such
     Participant, plus earnings or losses thereon.
     
     3.8.8  A Qualified Nonelective Contributions Account shall be
     established for each Participant for whom Qualified Nonelective
     Contributions are made, to which the Administrator shall credit, or
     cause to be credited, all amounts allocable to each such
     Participant, plus earnings or losses thereon.
     
     3.8.9   Rollover Contributions Account shall be established for each
     Participant who contributes to the Plan pursuant to Section 3.3 to
     which the Administrator shall credit, or cause to be credited,
     Rollover Contributions made by the Participant, plus earnings or
     losses thereon.
     
     3.8.10  A Transferred Contributions Account shall be established for
     each Participant for whom assets are transferred from another
     Qualified Plan, to which the Administrator shall credit, or cause to
     be credited, transferred assets, plus earnings or losses thereon.
     
     3.9  Limitation on Amount of Allocations
     
     3.9.1  As used in this Section 3.9, each of the following terms
     shall have the meaning for that term set forth in this Section
     3.9.1:
     
     (A)  Annual Additions means, for each Participant, the sum of the
     following amounts credited to the Participant's Accounts for the
     Limitation Year:
     
     (i)  Employer Contributions within the meaning of IRS regulation
     1.415-6(b);
     
     (ii)  Employee Contributions;
     
     (iii)  forfeitures;
     
     (iv)  allocation under a simplified employee pension; and
     
     (v)  any Excess Amount applied under a Defined Contribution Plan in
     the Limitation Year to reduce Employer Contributions will also be
     considered as part of the Annual Additions for such Limitation Year.
     
     Amounts allocated after March 31, 1984, to an "individual medical
     benefit account" as defined in Code Section 415(1)(2) ("Individual
     Medical Benefit Account") which is part of a pension or annuity plan
     maintained by the Employer or Affiliate are treated as Annual
     Additions to a Defined Contribution Plan.  Also, amounts derived
     from contributions paid or accrued after December 31, 1985, in
     taxable years ending after that date, which are attributable to
     post-retirement medical benefits allocated to the separate account
     of a "key employee" as defined in Code Section 419A(d)(3) under a
     "welfare benefit fund" as defined in Code Section 419(e) ("Welfare
     Benefit Fund") maintained by the Employer or Affiliate, are treated
     as Annual Additions to a Defined Contribution Plan.
     
     (B)  Defined Benefit Dollar Limitations means $90,000 multiplied by
     the Adjustment Factor or such other limitation set forth in Code
     Section 415(b)(1) as in effect for the Limitation Year.
     
     (C)  Defined Benefit Fraction means a fraction, the numerator of
     which is the sum of the Projected Annual Benefits of the Participant
     involved under all Defined Benefit Plans (whether or not terminated)
     maintained by the Employer or Affiliate, and the denominator of
     which is the lesser of 125% of the Defined Benefit Dollar Limitation
     determined for the Limitation Year or 140% of the Participant's
     Highest Average Limitation Compensation, including any adjustments
     under Code Section 415(b).
     
     Notwithstanding the above, if the Participant was a Participant as
     of the first day of the first Limitation Year beginning after
     December 31, 1986, in one or more Defined Benefit Plans maintained
     by the Employer or Affiliate which were in existence on May 5, 1986,
     the denominator of this fraction will not be less than 125% of the
     sum of the annual benefits under such Plans which the Participant
     had accrued as of the close of the last Limitation Year beginning
     before January 1, 1987, disregarding any changes in the terms and
     conditions of the plans after May 5, 1986.  The preceding sentence
     applies only if the Defined Benefit Plans individually and in the
     aggregate satisfied the requirements of Code Section 415 for all
     Limitation Years beginning before January 1, 1987.
     
     (D)  Defined Contribution Dollar Limitation means $30,000 or if
     greater, one-fourth of the Defined Benefit Dollar Limitation as in
     effect for the Limitation Year.
     
     (E)  Defined Contribution Fraction means a fraction, the numerator
     of which is the sum of the Annual Additions to the Participant's
     Account or Accounts under all the Defined Contribution Plans
     (whether or not terminated) maintained by the Employer or Affiliate
     for the current and all prior Limitation Years (including the Annual
     Additions attributable to the Participant's nondeductible
     contributions to all Defined Benefit Plans, whether or not
     terminated, maintained by the Employer or Affiliate and the Annual
     Additions attributable to all Welfare Benefit Funds, Individual
     medical Benefit Accounts, and simplified employee pensions
     maintained by the Employer or Affiliate), and the denominator of
     which is the sum of the "maximum aggregate amounts" (as define in
     the following sentence) for the current and all prior Limitation
     Years of service with the Employer or Affiliate (regardless of
     whether a Defined Contribution Plan was maintained by the Employer
     or Affiliate).  The "maximum aggregate amount" in any Limitation
     Year is the lesser of (i) 125% of the Defined Benefit Dollar
     Limitation in effect under Code Section 415(c)(1)(A) or (ii) 35% of
     the Participant's Compensation for such year.
     
     If the Employee was a Participant as of the first day of the first
     Limitation Year beginning after December 31, 1986, in one or more
     Defined Contribution Plans maintained by the Employer or Affiliate
     in existence on May 5, 1986, the numerator of this fraction will be
     adjusted if the sum of this fraction and the Defined Benefit
     Fraction would otherwise exceed 1.0 under the terms of this Plan. 
     Under the adjustment, an amount equal to the product of (A) the
     excess of the sum of the fractions over 1.0 times (B) the
     denominator of this fraction will be permanently subtracted from the
     numerator of this fraction.  The adjustment is calculated using the
     fractions as they would  be computed as of the later of the end of
     the last Limitation Year beginning before January 1, 1987, and
     disregarding any changes in the terms and conditions of the Plans
     made after May 6, 1986, but using the Code Section 415 limitation
     applicable to the first Limitation Year beginning on or after
     January 1, 1987.  The Annual Addition for any Limitation Year
     beginning before January 1, 1987, shall not be recomputed to treat
     all Participant contributions as Annual Additions.
     
     (F)  Excess Amounts means the excess of the Participant's Annual
     Additions for the Limitation Year involved over the Maximum
     Permissible Amount for that Limitation Year.
     
     (G)  Highest Average Limitation Compensation means the average
     Compensation as defined in Code Section 415(c)(3) of the Participant
     involved for that period of three consecutive Years of Service with
     the Employer or Affiliate for if the Participant has less than three
     such Years of Service, the actual number thereof) that produces the
     highest average.
     
     (H)  Limitation Compensation means Compensation, as defined in
     either (i), (ii) or (iii) below, as specified in the Adoption
     Agreement:
     
     (i)  Code Section 415 Safe-Harbor Compensation
     
     For an Employee other than a Self-Employed Individual, the
     Employee's earned income, wages, salaries, and fees for professional
     services and other amounts received (without regard to whether or
     not an amount is paid in cash) for personal services actually
     rendered in the course of Employment (including, but not limited to,
     commissions paid salesmen, compensation for services on the basis of
     a percentage of profits, commissions on insurance premiums, tips,
     bonuses, fringe benefits, and reimbursement or other expense
     allowances under a non-accountable plan (as described in Reg. 1.62-
     2(c)) and excluding the following:
     
     (1)  Employer contributions to a plan of deferred compensation which
     are not includible in the Employee's gross income for the taxable
     year in which contributed, or contributions under a "simplified
     employee pension" plan (within the meaning of Code Section 409(k))
     to the extent such contributions are deductible by the Employee, or
     any distributions from a plan of deferred compensation;
     
     (2)  amounts realized from the exercise of a non-qualified stock
     option, or when restricted stock (or other property) held by the
     Employee either becomes freely "transferable" or is no longer
     subject to a "substantial risk of forfeiture" (both quoted terms
     within the meaning of Code Section 83(a));
     
     (3)  amounts realized from the sale, exchange or other disposition
     of stock acquired under a qualified stock option; and 
     
     (4)  other amounts which received special tax benefits, or
     contributions made (whether or not under a salary reduction
     agreement) towards the purchase of an annuity described in Code
     Section 403(b) (whether or not the amounts are actually excludable
     from the gross income of the Employee).
     
     For Limitation Years beginning after December 31, 1991, Limitation
     Compensation shall include only that compensation which is actually
     paid or made available during the Limitation Year.
     
     (ii)  Information required to be reported under Section 6041 and
     6051.  ("Wages, Tips and other Compensation Box" Form W-2).
     
     Limitation compensation is defined as wages as defined in Code
     Section 3401(a) and all other payments of compensation to an
     Employee by the Employer (n the course of the Employer's trade or
     business) for which the Employer is required to furnish the Employee
     a written statement under Section 6041(d) and 6051(a)(3) of the
     Code. Compensation must be determined without regard to any rules
     under Section 3401(a) that limit the remuneration included in wages
     based on the nature or location of the employment or the services
     performed (such as the exception for agricultural labor in Section
     3401(a)(2)).
     
     (iii)  Code Section 3401(a) wages
     
     Limitation Compensation is defined as wages within the meaning of
     Code Section 3401(a) for the purposes of income tax withholding at
     the source but determined without regard to any rules that limit the
     remuneration included in wages based on the nature or location of
     the employment or the services performed (such as the exception for
     agricultural labor in Code Section 3401(a)(2)).
     
     Without regard to the definition of Limitation Compensation elected
     by the Employer, for a Self-Employed Individual, Limitation
     Compensation means his or her Earned Income, provided that if the
     Self-Employed Individual is not a Participant for an entire Plan
     Year, his or her Limitation Compensation for that Plan Year shall be
     his or her Earned Income for that Plan Year multiplied by a fraction
     the numerator of which is the number of the days he or she is a
     Participant during the Plan Year and the denominator of which is the
     number of days in the Plan Year.  Additionally, Limitation
     compensation for a Participant in a Defined Contribution Plan who is
     permanently and totally disabled (as defined in Code Section 22(e))
     is the compensation such Participant would have received for the
     Limitation Year if the Participant had been paid at the rate of
     compensation paid immediately before becoming disabled; such imputed
     compensation may be taken into account only if the Participant is
     not a Highly Compensated Employee and contributions made on behalf
     of such Participant are nonforfeitable when made.
     
     (1)  Maximum Permissible Amount means the maximum Annual Addition
     which may be contributed or allocated to a Participant's Account
     under the Plan for any Limitation Year.  The maximum Annual Addition
     shall not exceed the lesser of: (a) the Defined Contribution Dollar
     Limitation, or (b) 25% of the Participant's Compensation for the
     Limitation Year.
     
     The Compensation limitation referred to in (b) shall not apply to
     any contribution for medical benefits (within the meaning of Code
     Sections 401(h) or 419A(f)(2)) which is otherwise treated as an
     Annual Addition under Code Section 415(1)(1) or 419A(d)(2).  If a
     short Limitation Year is created because of an amendment changing
     the Limitation Year to a different 12-consecutive month period, the
     Maximum Permissible Amount will not exceed the Defined Contribution
     Dollar Limitation multiplied by the following fraction:
     
     Number of months in the short Limitation Year-12
     
     (J)  Projected Annual Benefit means the annual retirement benefit
     (adjusted to an actuarially equivalent straight life annuity if such
     benefit is expressed in a form other than a straight life annuity or
     Qualified Joint and Survivor Annuity) to which the Participant would
     be entitled under the terms of a Defined Benefit Plan assuming:
     
     (i)  the Participant continues in employment with the Employer or
     Affiliate until the Participant's "normal retirement age" under the
     Plan within the meaning of Code Section 411(a)(8) (or the
     Participant's current age, if later); and
     
     (ii)  the Participant's Limitation Compensation for the current
     Limitation Year and all other relevant factors used to determine
     benefits under the Plan will remain constant for all future
     Limitation Years.
     
     3.9.2  The provisions of this subsection 3.9.2 apply with respect to
     a Participant who does not participate in, and has never
     participated in, another Qualified Plan, a Welfare Benefit Fund or
     an Individual Medical Benefit Account or a simplified employee
     pension, as defined in Code Section 401(k) maintained by the
     Employer or an Affiliate, which provides an Annual Addition as
     defined in Section 3.9.1(A) of the Plan, other than this Plan:
     
     (A)  The amount of Annual Additions which may be credited to the
     Participant's Account for any Limitation Year will not exceed the
     lesser of the Maximum Permissible Amount or any other limitation
     contained in this Plan.  If the Employer Contribution that would
     otherwise be contributed or allocated to the Participant's Account
     would cause the Annual Additions on behalf of the Participant for
     the Limitation Year to exceed the Maximum Permissible Amount with
     respect to that Participant for the Limitation Year, the amount
     contributed or allocated will be reduced so that the Annual
     Additions on behalf of the Participant for the Limitation Year will
     equal such Maximum Permissible Amount.
     
     (B)  Prior to determining the Participant's actual Limitation
     Compensation for a Limitation Year, the Employer may determine the
     Maximum Permissible Amount for the Participant for the Limitation
     Year on the basis of a reasonable estimation of the Participant's
     Compensation for that Limitation Year.  Such estimated Compensation
     shall be uniformly determined for all Participants similarly
     situated.
     
     (C)  As soon as is administratively feasible after the end of a
     Limitation Year, the Maximum Permissible Amount for the Limitation
     Year will be determined on the basis of the Participants actual
     compensation for the Limitation Year.
     
     (D)  If pursuant to Section 3.9.2(C) or as a result of the
     allocation of forfeitures, there is an Excess Amount with respect to
     the Participant for a Limitation Year, the Excess Amount shall be
     disposed of as follows:
     
     (i)  First, any contribution to the Participant's Elective Deferrals
     Account, Participant Voluntary Nondeductible contributions Account
     or Employee Thrift contributions Account, if applicable and any
     earnings allocable thereto will be distributed to the Participant to
     the extent that the return thereof would reduce the Excess Amount in
     such Participant's Accounts;
     
     (ii)  If after the application of Section 3.9.2(D)(i) an Excess
     Amount still exists, and the Participant is covered by the Plan at
     the end of the Limitation Year, the remaining Excess Amount in the
     Participant's Account will be used to reduce Employer contributions
     (including allocation of any forfeitures)under this Plan for such
     Participant in the next Limitation Year, and in each succeeding
     Limitation Year, if necessary.  (iii)  If after the application of
     Section 3.9.2(D)(i) an Excess Amount still exists, and the
     Participant is not covered by the Plan at the end of the Limitation
     Year, the Excess Amount will be held unallocated in a suspense
     account.  The suspense account will be applied to reduce future
     Employer contributions under this Plan for all remaining
     Participants in the next Limitation Year, and in each succeeding
     Limitation Year, if necessary; provided, however, that if all or any
     part of the Excess Amount held in a suspense account is attributable
     to a Participant's Elective Deferrals, such Excess Amount shall be
     held unallocated in a suspense account to be used for such
     Participant in the next Limitation year and each succeeding
     Limitation Year as an Elective Deferral if such Participant is
     covered by the Plan in the next and each succeeding Limitation Year,
     if necessary.
     
     (iv)  If a suspense account is in existence at any time during a
     Limitation Year pursuant to Section 3.9.2(d)(iii), the suspense
     account will not participate in the allocation of the Trust Fund's
     investment gains or losses to or from any other Account.  If a
     suspense account is in existence at any time during a particular
     Limitation Year, all amounts in the suspense account must be
     allocated and reallocated to Participants' Accounts before any
     Employer or Participant contributions may be made to the Plan for
     the Limitation Year.  Excess Amounts, other than those Excess
     Amounts referred to in Section 3.9.2(d)(i), may not be distributed
     to Participants or Former Participants.
     
     3.9.3  The provisions of this subsection 3.9.3 apply with respect to
     a Participant who, in addition to this Plan, is covered or has been
     covered under one or more Defined Contribution Plans which are
     Master or Prototype Plans, Welfare Benefit Funds an Individual
     Medical Benefit Account or a simplified employee pension will be
     deemed to have been allocated first, followed by Annual Additions to
     a Welfare Benefit Fund or Individual Medical Benefit Account
     regardless of the actual allocation date.
     
     (E)  If an Excess Amount was allocated to a Participant on an
     allocation date of this Plan which coincides with an allocation date
     of another such plan, the Excess Amount attributed to this Plan will
     be the product of:
     
     (i)  the total Excess Amount allocated as of such date, times
     
     (ii)  the ratio of (A) the Annual Additions allocated to the
     Participant for the Limitation Year as of such date under this Plan
     to (B) the total Annual Additions allocated to the Participant for
     the Limitation Year as of such date under this Plan and all of the
     other plans referred to in the first sentence of this Section 3.9.3.
     
     (F)  Any Excess Amount attributed to this Plan will be disposed in
     the manner described in Section 3.9.2(D).
     
     3.9.4  If a Participant is covered under one or more Defined
     Contribution Plans, other that this Plan, maintained by the Employer
     or an Affiliate which are not Master or Prototype Plans, or Welfare
     Benefit Funds or an Individual medical Benefit Account maintained by
     the Employer, Annual Additions which may be credited to the
     Participant's Account under this Plan for any Limitation Year shall
     be limited in accordance with the provisions of subsections 3.9.3(A)
     - (F) above as though each such other plan was a Master or Prototype
     Plan.
     
     3.9.5  If the Employer maintains, or at any time maintained, a
     Defined Benefit Plan covering any Participant in this Plan, the sum
     of the Participant's Defined Benefit Fraction and Defined
     Contribution Fraction will not exceed 1.0 in any Limitation Year. 
     If such sum would otherwise exceed 1.9 and if such Defined Benefit
     Plan does not provide for a reduction in benefits thereunder, Annual
     Additions which may be credited to a Participant's Account under
     this Plan for any Limitation Year shall be limited in accordance
     with the provisions of Section 3.9.2.
     
     3.9.6  If required pursuant to Section 4.4.4, "100%" shall be
     substituted for "125%" wherever the latter percentage appears in
     this Section 3.9.
     
     3.10  Return of Employer Contributions Under Special Circumstances
     Notwithstanding any provision of this Plan to the contrary, upon
     timely written demand by the Employer or the Administrator to the
     Trustee:
     
     (A)  Any contribution by the Employer to the Plan under a mistake of
     fact shall be returned to the Employer by the Trustee within one
     year after the payment of the contribution.
     
     (B)  Any contribution made by the Employer incident to the
     determination by the commissioner of Internal Revenue that the Plan
     is initially a Qualified Plan shall be returned to the Employer by
     the Trustee within one year after notification from the Internal
     Revenue Service that the Plan is not initially a Qualified Plan but
     only if the application for the qualification is made by the time
     prescribed by law for filing the Employer's return for the taxable
     year in which the Plan is adopted, or such later date as the
     Secretary of the Treasury may prescribe.
     
     (C) In the event the deduction of a contribution made by the
     Employer is disallowed under Code Section 404, such contribution (to
     the extent disallowed) must be returned to the Employer within one
     year of the disallowance of the deduction.
     
     ARTICLE IV VESTING
     
     4.1  Determination of Vesting
     
     4.1.1  A Participant shall at all times have a vested percentage of
     100% in the Account Balance of each of his or her Participant
     Contributions Accounts, 401(k) Contributions Accounts, Rollover
     contributions Account and Transferred Account.
     
     4.1.2  A Participant shall have a vested percentage of 100% in his
     or her Account Balance of each of his or her employer Accounts if he
     or she terminates Employment due to the attainment of Normal
     Retirement Age, Early Retirement specified in the Adoption
     Agreement, if elected by the Employer in the Adoption Agreement, or
     upon Disability or death.
     
     4.1.3  The vested percentage of a Participant in the Account Balance
     of each of his or her Employer Accounts not vested pursuant to
     Section 4.1.1 or 4.1.2 shall be determined in accordance with the
     vesting rule or schedule specified in the Adoption Agreement.
     
     4.2  Rules for Crediting Vesting Service
     
     4.2.1  Subject to Section 4.2.2, Years of Service shall be credited
     for purposes of determining a Participant's Vesting Service as
     specified in the Adoption Agreement.  If the Employer maintains the
     plan of a predecessor employer, service with such predecessor
     employer shall be treated as service with the Employer for purposes
     of Vesting Service.
     
     4.2.2  An Employee who terminates Employment with no vested
     percentage in an Employer Account shall, if he or she returns to
     Employment, have no credit for Vesting Service prior to such
     termination of Employment if his or her Period of Severance equals
     or exceeds five years.
     
     4.2.3  Vesting Service of an Employee following a Period of
     Severance of five years or more shall not be counted for the purpose
     of computing his or her vested percentage in his or her Employer
     Accounts derived from contributions accrued prior to the Period of
     Severance.  If applicable, separate records shall be maintained
     reflecting the Participant's vested rights in his or her Account
     Balance attributable to service prior to the Period of Severance and
     reflecting the Participant's vested percentage in his or her Account
     Balance attributable to service after the Period of Severance. 
     Vesting Service prior to and following an Employee's Period of
     Severance shall be counted for purposes of computing his or her
     vested percentage in an Employer Account derived from contributions
     made after the Period of Severance.
     
     4.3  Employer Accounts Forfeitures
     
     4.3.1  Subject to Section 5.6, upon the Nonvested Separation of a
     Participant, the nonvested portion of each Employer Account of such
     Participant will be forfeited as of the date of termination of
     Employment.
     
     Upon the Partially Vested Separation of a Participant, the nonvested
     portion of each Employer Account of such Participant will be
     forfeited as of the date of termination of Employment; provided,
     however, that such Participant receives a distribution in accordance
     with Section 5.6.  If a Participant does not receive a distribution
     following his or her termination of Employment, the nonvested
     portion of each Employer Account of the Participant shall be
     forfeited following a Period of Severance of five years.
     
     4.3.2  If the Employer elects in the Adoption Agreement to
     reallocate forfeitures, forfeitures for a Plan Year shall be
     allocated n accordance with Section 3.7.1.  If the Employer elects
     in the Adoption Agreement to use forfeitures to reduce Employer
     contributions, forfeitures shall be applied in accordance with
     Section 3.7.2.
     
     4.4  Top Heavy Provisions
     
     4.4.1  As used in this Section 4.4, each of the following terms
     shall have the meaning for that term set forth in this Section
     4.4.1:
     
     (A)  Determination Date means, for any Plan Year subsequent to the
     first Plan Year, the last day of the preceding Plan year.  For the
     first Plan Year of the Plan, the last day of that year.
     
     (B)  Permissive Aggregation Group means the Required Aggregation
     Group of plans plus any other plan or plans of the Employer or
     Affiliate which, when considered as a group with the Required
     Aggregation Group, would continue to satisfy the requirements of
     Code Sections 401(a)(4) and 410.
     
     (C)  Required Aggregation Group means (i) each Qualified Plan of the
     Employer or Affiliate in which at least one key Employee
     participates or participated at any time during the determination
     period (regardless of whether the Plan has terminated), and (ii) any
     other qualified plan of the Employer or Affiliate which enables a
     plan describe in (i) to meet the requirements of Code Sections
     401(a)(4) or 410.
     
     (D)  Super Top-Heavy means, for any Plan Year beginning after
     December 31, 1983, the Plan if any Top-Heavy Ratio as determined
     under the definition of Top-Heavy Plan exceeds 90%.
     
     (E)  Top-Heavy Plan means, for any Plan Year beginning after
     December 31, 1983, the Plan if any of the following conditions
     exists:
     
     (i)  If the Top-Heavy Ratio for the Plan exceeds 60% and the Plan is
     not part of any Required Aggregation Group or Permissive Aggregation
     Group of Plans.
     
     (ii)  If the Plan is a part of a Required Aggregation Group of plans
     but not part of a Permissive Aggregation Group and the Top-Heavy
     Ratio for the group of plans exceeds 60%.
     
     (iii)  If the Plan is a part of a Required Aggregation Group and
     part of a Permissive Aggregation Group of plans and the Top-Heavy
     Ratio for the Permissive Aggregation Group exceeds 60%.
     
     (F)  Top-Heavy Ratio means
     
     (i)  If the Employer or Affiliate maintains one or more Defined
     Contribution Plans (including any Simplified Employee Pension Plan)
     and the Employer or Affiliate has never maintained any Defined
     Benefit Plan which during the five-year period ending on the
     Determination Date has or has had accrued benefits, the Top-Heavy
     Ratio for this Plan alone or for the Required or Permissive
     Aggregation Group as appropriate is a fraction, the numerator of
     which is the sum of the Account A BALANCES of all key Employees as
     of the Determination Date (including any part of any Account Balance
     distributed in the five-year period ending on the Determination
     Date), and the denominator of which is the sum of all Account
     Balances (including any pat of any Account Balance distributed in
     the five-year period ending on the Determination Date), both compute
     in accordance with Code Section 416.  Both the numerator and
     denominator of the Top-Heavy Ratio are increased to reflect any
     contribution not actually made as of the Determination Date, but
     which is required to be taken into account on that date under Code
     Section 416.
     
     (ii)  If the Employer or an Affiliate maintains one or more Defined
     Contribution Plans (including any Simplified Employee Pension Plan)
     an the Employer or an Affiliate maintains or has maintained one or
     more Defined Benefit Plans which during the five-year period ending
     on the Determination Date has or has had any accrued benefits, the
     Top-Heavy Ratio for any Required or Permissive Aggregation Group as
     appropriate is a fraction, the numerator of which is the sum of
     Account Balances under the aggregated Defined Contribution Plans for
     all key Employees, determined n accordance with (i) above, and the
     present value of accrued benefits under the aggregated Defined
     Benefit Plans for all key Employees as of the Determination Date,
     and the denominator of which is the sum of the Account Balance under
     the aggregated Defined Contribution Plans for all Participants,
     determined in accordance with (i) above, and the present value of
     accrued benefits under the Defined Benefit Plans for all
     Participants as of the Determination Date, all determine in
     accordance with Code Section 416.  The accrued benefit under a
     Defined Benefit Plan in both the numerator and denominator of the
     Top-Heavy Ratio are increased for any distribution of an accrued
     benefit made in the five-year period ending on the Determination
     Date.
     
     (iii)  For purposes of (i) and (ii) above, the value of Account
     Balances and the present value of accrued benefits will be
     determined as of the most recent Valuation Date that falls within or
     ends with the 12-month period ending on the Determination Date,
     except as provided in Code Section 416 for the first and second Plan
     Years of a Defined Benefit Plan.  The Account Balances and accrued
     benefits of a Participant (1) who is not a key Employee but who was
     a key Employee in a prior year, or (2) who has not been credited
     with at least one Hour of Service with the Employer or an Affiliate
     at any time during the five-year period ending on the Determination
     Date, will be disregarded.  The calculation of the Top-Heavy Ratio,
     and the extent to which distributions, rollovers, and transfers are
     taken into account will be made in accordance with Code Section 416.
     
     Elective Deferrals will not be taken into account for purposes of
     computing the Top-Heavy Ratio.  When aggregating plans the value of
     Account Balances and accrued benefits will be calculated with
     reference to the Determination Dates that fall within the same
     calendar year.
     
     The accrued benefit of a Participant who is not a key Employee shall
     be determined under (A) the method, if any, that uniformly applies
     for accrual purposes under all Defined Benefit Plans or (B) if there
     is s no such method, as if such benefit accrued not more rapidly
     than the slowest accrual rate permitted under the fractional rule of
     Code Section 411(b)(1)(C).
     
     4.4.2  If the Plan is determined to be a Top-Heavy Plan or a Super
     Top Heavy Plan as of any Determination Date after December 31, 1983,
     then the Top-Heavy vesting schedule specified in the Adoption
     Agreement, beginning with the first Plan Year commencing after such
     Determination Date, shall apply on for those Plan Years in which the
     Plan continues to be a Top-Heavy Plan or Super Top-Heavy Plan, as
     the case may be.
     
     4.4.3 (A) Except as provided in Sections 4.4.3(C) and (D), for any
     Plan Year in which the Plan is a Top-Heavy Plan, contributions and
     forfeitures allocated to the Employer Contributions Account of any
     Participant who is not a key employee in respect of that Plan Year
     shall not be less than the lesser of:
     
     (i)  3% of such Participant's Limitation Compensation, or
     
     (ii)  if the Employer has no Defined Benefit Plan which designates
     this Plan to satisfy code Section 401, the largest percentage of
     contributions and forfeitures, as a percentage of the key Employee's
     Limitation Compensation, allocated to the Employer Contributions
     Account of any key Employee for that year.  The minimum allocation
     is determined without regard to any Social Security contribution. 
     This minimum allocation shall be made even though, under other Plan
     provisions, the Participant would not otherwise be entitled to
     receive an allocation, or would have received a lesser allocation
     for the Plan Year because of (a) the Participant's failure to
     complete a Year of Service, (b) the Participant's failure to make
     mandatory Participant contributions to the Plan or (c) compensation
     less than a stated amount.
     
     (B)  For purposes of computing the minimum allocation, a
     Participant's Limitation compensation will be applied.
     
     (C)  The provision in (A) above shall not apply to any Participant
     who was not employed by the Employer or an Affiliate on the last day
     of the Plan Year.
     
     (D)  If the Employer or an Affiliate has executed Adoption
     Agreements covering Participants by a plan which is a profit-sharing
     plan and by another plan which is a money purchase pension plan or
     a target benefit plan, the minimum allocation specified in the
     preceding Section 4.4.3(A) shall be provided by the money purchase
     pension plan or by the target benefit plan, as the case may be.  If
     a Participant is covered under this Plan and a Defined Benefit Plan
     maintained pursuant to Adoption Agreements offered by the Sponsor,
     the minimum allocation specified in the preceding Section 4.4.3(A)
     shall not be applicable and the Participant shall receive the
     minimum benefit specified in the Defined Benefit Plan.
     
     (E)  With respect to any profit-sharing or money purchase pension
     plan which becomes Top-Heavy and is integrated with Social Security,
     prior to making, the allocations specified in the Adoption
     Agreement, anything contained therein to the contrary
     notwithstanding, there shall be an allocation of the Employer
     Contribution to each eligible Participant's Employer Contribution
     Account in the ratio that each such Participant's Limitation
     Compensation for the Plan Year bears to the Limitation Compensation
     of all such Participants for the Plan Year, but not in excess of 3%
     of such Limitation Compensation.
     
     4.4.4  If the Plan becomes a Top-Heavy Plan, then the maximum
     benefit which can be provided under Section 3.9 shall continue to be
     determined by applying "125%" wherever it appears in that Section
     and by substituting "4%" for "3%" wherever that appears in Section
     4.4.3.  However, if the Plan becomes a Super Top-Heavy Plan, the
     maximum benefit which can be provided under Section 3.9 shall be
     determined by substituting "100%" for "125%" wherever the latter
     percentage appears and the 3% minimum contribution provided for in
     Section 4.4.4 shall remain unchanged.
     
     4.4.5  Beginning with the Plan Year in which this Plan is Top-Heavy,
     one of the minimum Top-Heavy vesting schedules as specified in the
     Adoption Agreement will apply.  The minimum vesting schedules
     applies to all benefits within the meaning of Code Section 411(a)(7)
     except those attributable to Employee contributions, including
     benefits accrued before the effective date of Code Section 416 and
     benefits accrued before the Plan became Top-Heavy.  However, this
     Section 4.4 does not apply to the Account Balances of any Employee
     who does not have an Hour of Service after the Plan has initially
     become Top-Heavy and such Employee's vesting in his or her Employer
     contributions Account will be determined without regard to this
     Section 4.4.  The minimum allocation pursuant to Section 4.4.3 (to
     the extent required to be nonforfeitable under Code Section 416(b))
     may not be forfeited under Code Section 411(a)(3)(B) or Code Section
     411(a)(3)(D).
     
     ARTICLE V
     AMOUNT AND DISTRIBUTION OF BENEFITS,
     WITHDRAWALS AND LOANS
     
     5.1  Distribution Upon Termination of Employment
     
     5.1.1 Subject to Section 5.1.2, a Participant's Benefit Commencement
     Date shall be as soon as practicable following his or her Fully
     Vested Separation, Partially Vested Separation or Nonvested
     Separation, if applicable, and in accordance with Section 5.6.  If
     the Plan includes a CODA feature, each 401(k) Contributions Account
     of a Participant shall be payable in accordance with the events
     specified in Section 1.27 of the Plan.
     
     5.1.2  If specified in the Adoption Agreement, a Participant's
     Benefit Commencement Date shall be deferred until the earliest of
     his or her Normal Retirement Age, Disability, or if elected by the
     Employer in the Adoption Agreement, Early Retirement.  If a
     Participant terminates Employment after satisfying any service
     requirement for Early Retirement specified in the Adoption
     Agreement, he or she shall be entitled to elect to receive a
     distribution of his or her vested Employer Accounts upon
     satisfaction of any age requirement for Early Retirement.
     
     5.2  Amount of Benefits Upon a Fully Vested Separation
     
     A Participant's benefit upon his or her Fully Vested Separation for
     any reason other than Disability shall be the Account Balance of all
     of his or her Accounts determined in accordance with Section 10.6.2.
     
     5.3  Amount of Benefits Upon a Partially Vested Separation
     
     A Participant's benefits upon his or her Partially Vested Separation
     for any reason other than Disability shall be:  (A) the Account
     Balance of his or her Employer Accounts determined in accordance
     with Section 10.6.2 multiplied by his or her vested percentage
     determined pursuant to Section 4.1.3, or, if applicable, Section
     4.4.2., plus (B) the Account Balance of his or her other Accounts
     determined in accordance with Section 10.6.2.
     
     5.4  Amount of Benefits Upon a Nonvested Separation
     
     A Participant's benefits upon his or her Nonvested Separation shall
     be the Account Balance of his or her Accounts other than Employer
     Accounts, if any, determined in accordance with Section 10.6.2.
     
     5.5  Amount of Benefits Upon a Separation Due to Disability
     
     If a Participant terminates Employment do to a Disability, his or
     her benefit shall be the Account Balance of all of his or her
     Accounts determined as a Fully Vested Separation in accordance with
     Section 5.2 and Section 10.6.2.  The Benefit Commencement Date of
     any such Participant on whose behalf contributions are being made
     pursuant to Section 3.1.4 shall be soon as practicable after the
     date such contributions cease.
     
     5.6  Distribution and Restoration
     
     5.6.1  If, upon a Participant's termination of Employment, the
     vested Account Balance of his or her Accounts as of the applicable
     Valuation Date is equal to or less than $3,500, such Participant
     will receive a distribution of his or her entire vested benefit and
     the nonvested portion will be treated as forfeiture.  If the value
     of a Participant's vested Account is zero, the Participant shall be
     deemed to have received a distribution of such vested Account.
     
     5.6.2  If, upon a Participant's termination of Employment, the
     vested Account Balance of his or her Accounts has of the applicable
     Valuation Date exceeds $3,500, the Participant may elect, in
     accordance with Article VI, to receive a distribution of the entire
     vested portion of such Accounts and the nonvested portion, if any,
     will be treated as a forfeiture.
     
     5.6.3  If the vested Account Balance of a Participant's Account as
     of the applicable Valuation Date has an aggregate value exceeding
     (or at the time of any prior distribution exceeded) $3,500, and the
     Participant's benefit is Immediately Distributable, the Participant
     and the Participant's Spouse (or where either the Participant or the
     Spouse has died, the survivor) must consent to any distribution of
     such benefit.  The consent of the Participant and the Participant's
     Spouse shall be obtained in writing within the 90-day period ending
     on the Participant's Benefit Commencement Date; provided, however,
     that if the Plan is a profit-sharing plan and Section 6.1.2 applies,
     the consent of the Participant's Spouse will not be required.  The
     Administrator shall notify the Participant and the Participant's
     Spouse of the right to defer any distribution until the
     Participant's benefit is no longer Immediately Distributable.  Such
     notification shall include a general description of the material
     features, and an explanation of the relative values of, the optional
     forms of benefit available under the Plan in a manner that would
     satisfy the notice requirements of Code Section 417(a)(3), and shall
     be provided no less than 30 days and no more than 90 days prior to
     the Benefit Commencement Date.
     
     5.6.4  Notwithstanding the foregoing, only the Participant need
     consent to the commencement of a distribution in the form of a
     Qualified Joint and Survivor Annuity while the Participant's benefit
     is Immediately Distributable.  Neither the consent of the
     Participant nor the Participant's Spouse shall be required to the
     extent that a distribution is required to satisfy Code Section
     401(a)(9) or Code Section 415.
     
     5.6.5  For purposes of determining the applicability of the
     foregoing consent requirements to distributions made before the
     first day of the first Plan Year beginning after December 31, 1988,
     the Participant's vested benefit shall not include amounts
     attributable to accumulated deductible Participant contributions
     within the meaning of Code Section 72(o)(5)(B).
     
     5.6.6  If a Participant, who after termination of Employment
     received a distribution and forfeited any portion of an Employer
     Account or is deemed to have received a distribution in accordance
     with Section 5.6.1, resumes Employment, he or she shall have the
     right, while an Employee, to repay the full amount previously
     distributed from such Employer Account.  Such repayment must occur
     before the earlier of (i) the date of which he or she would have
     incurred a Period of Severance of five years commencing after the
     distribution of (ii) five years after the first date on which the
     Participant is subsequently reemployed.  If the Participant makes a
     repayment, the Account Balance of his or her relevant Employer
     Account shall be restored to its value as of the date of
     distribution.  The restored amount shall be derived from forfeitures
     during the Plan Year and, if such forfeitures are not sufficient,
     from a contribution by the Employer made as of that date (determined
     without reference to Net Profits).  If an employee who had a
     Nonvested Separation and was deemed to receive a distribution
     resumes Employment before a Period of Severance of five years, his
     or her Employer Account will be restored, upon reemployment, to the
     amount on the date of such deemed distribution.
     
     5.7  Withdrawals During Employment
     
     5.7.1  If the Plan is a profit-sharing plan, and if the Employer has
     elected in the Adoption Agreement to permit withdrawals during
     Employment, prior to termination of Employment, each Participant
     upon attainment of age 59-1/2 may elect to withdraw, as of the
     Valuation Date next following the receipt of an election by the
     Administrator, and upon such notice as the Administrator may
     require, all or any part of the vested Account Balance of all of his
     or her Accounts, as of such Valuation Date.
     
     5.7.2  Notwithstanding Section 5.7.1, prior to termination of
     Employment, each Participant with a Rollover Contributions Account
     and/or a Participant Voluntary Nondeductible Contributions Account
     may elect to withdraw, as of the Valuation Date next following the
     receipt of an election by the Administrator, and upon such notice as
     the Administrator may require, all or any of such Account, as of
     such Valuation Date.
     
     5.7.3  The Administrator may establish from time to time rules and
     procedures with respect to any withdraws including the order of
     Accounts from which such withdrawals shall be made.
     
     5.7.4  No forfeitures shall occur as a result of a withdrawal
     pursuant to this Section 5.7.
     
     5.7.5  If a Participant is married at the time of such election, the
     Participant's Spouse must consent to such a withdrawal in the same
     manner as provided in Section 6.2.4; provided, however, that if the
     Plan is a profit sharing plan and Section 6.1.2 applies, the consent
     of the Participant's Spouse will not be required.
     
     5.8  Loans
     
     5.8.1  If the Employer has elected in the Adoption Agreement to make
     loans available, a Participant may submit an application to the
     Administrator to borrow from any Account maintained for the
     Participant (on such terms and conditions as the Administrator shall
     prescribe) an amount which when added to the outstanding balance of
     all other loans to the Participant would not exceed the lesser of
     (a) $50,000 reduced by the excess (if any) of the highest
     outstanding balance of loans during the one year period ending on
     the day before the loan is made, over the outstanding balance of
     loans from the Plan on the date the loan is made, or (b) 50% of the
     vested portion of his or her Account from which the borrowing is to
     be made as of the Valuation Date next following the receipt of his
     or her loan application by the Administrator and the expiration of
     such notice period as the Administrator may require.  For this
     purpose, all loans from Qualified Plans of the Employer or an
     Affiliate shall be aggregated, and an assignment or pledge of any
     portion of the Participant's interest in the Plan, and a loan,
     pledge or assignment with respect to any insurance contract
     purchased under the Plan, will be treated as a loan under this
     Section 5.8.1.
     
     5.8.2     If approved, each such loan shall comply with the following
     conditions:
     
     (A)  it shall be evidenced by a negotiable promissory note;
     
     (B)  the rate of interest payable on the unpaid balance of such loan
     shall be a reasonable rate determined by the Administrator;
     
     (C)  the Participant must obtain the consent of his or her Spouse,
     if any, within 90-day period before the time an Account is used as
     security for the loan; provided, however, that if the Plan is a
     profit-sharing plan that meets the requirements in Section 6.1.2 of
     the Plan, the consent of the Participant's Spouse will not be
     required.  A new consent is required if an Account is sued for any
     increase in the amount of security.  The consent shall comply with
     the requirements of Section 6.2.4, but shall be deemed to meet any
     requirements contained in section 6.2.4 relating to the consent of
     any subsequent Spouse.  A new consent shall be required if an
     Account is used for renegotiation, extension, renewal, or other
     revision of the loan;
     
     (D)  the loan, by its terms, must require repayment (principal and
     interest) be amortized in level payments, not less frequently than
     quarterly, over a period not extending beyond five years from the
     date of the loan; provided, however, that if the proceeds of the
     loan are used to acquire a dwelling unit which within a reasonable
     time (determined at the time the loan is made) will be used as the
     principal residence of the Participant, the repayment schedule may
     be for a term in excess of five years; and 
     
     (E)  the loan shall be adequately secured and may be secured by no
     more than 50% of the Participant's vested interest in the Account
     Balance of his or her Accounts.
     
     5.8.3     If a Participant or Beneficiary requests and is granted a
     loan, and the loan is made from Participant-Directed Assets,
     principal and interest payments with respect to the loan shall be
     credited solely to the Account of the borrowing Participant from
     which the loan was made.  Any loss caused by nonpayment or other
     default on a Participant's loan obligations shall be charged solely
     to that Account.  Any other loan shall be treated as an investment
     of the Trust Fund and interest and principal payments on account
     thereof shall be credited to the Trust Fund.  The Administrator
     shall determine the order of Accounts from which a loan may be made.
     
     
     5.8.4     Anything herein to the contrary notwithstanding:
     
     (A)  in the event of a default, foreclosure on the promissory note
     will not occur until a distributable event occurs under this Article
     V;
     
     (B)  no loan will be made to any Owner-Employee or to any
     "shareholder-employee" of the Employer or a Participant Affiliate or
     with respect to any amounts attributable to a Rollover Contribution
     or a trust to trust transfer and relating to prior participation by
     such an individual in a Qualified Plan.  For this purpose, a
     "shareholder-employee" means an employee or officer of an electing
     small business, 8.e.,on "S corporation" as defined in Code Section
     1361, who owns (or is considered as owning within the meaning of
     Code Section 318(a)(1) on any day during the taxable year of such
     corporation, more than 5% of the outstanding stock of the
     corporation; and 
     
     (C)  loans shall not be made available to Highly Compensated
     Employees in an amount greater than the amount made available to
     other Employees.
     
     5.8.5     If  valid spousal consent has been obtained in accordance with
     Section 5.8.2(C), then, notwithstanding any other provisions of this
     Plan, the portion of the Participant's vested Account used as a
     security interest held by the Plan by reason of a loan outstanding
     to the Participant shall be taken into account for purposes of
     determining the amount of the Participant's benefit payable at the
     time of death or distribution; but only if the reduction is sued as
     repayment of the loan.  If less than 100% of the Participant's
     vested benefit (determined without regard to the preceding sentence)
     is payable to the Surviving Spouse then the Participant's benefit
     shall be adjusted b y first reducing the Participant's vested
     benefit by the amount of the security used as repayment of the loan,
     and then determining the benefit payable to the Surviving Spouse.
     
     5.9  Hardship Distributions
     
     5.9.1     Effective January 1, 1989, if available and elected by the
     Employer in the Adoption Agreement, a Participant may request a
     distribution due to hardship from the vested portion of his or her
     Accounts, (other than from his or her Qualified Nonelective
     Contributions Account, Qualified Matching Contributions Account or
     earnings accrued after December 31, 1988, on the Participant's
     Elective Deferrals) only if the distribution is made both due to an
     immediate and heavy financial need of the Participant and is
     necessary to satisfy such financial need.
     
     5.9.2     A hardship distribution shall be permitted only if the
     distribution is due to:
     
     (A)  expenses incurred or necessary for medical care described in
     Code Section 213(d) incurred by the Participant, the Participant's
     Spouse, or any dependents of the Participant (as defined in Code
     Section 152);
     
     (B)  purchase (excluding mortgage payments) of a principal residence
     for the Participant;
     
     (C)  payment of tuition and related educational fees for the next 12
     months of post secondary education for the Participant, his or her
     Spouse, children or dependents;
     
     (D)  the need to prevent the eviction of the Participant from his or
     her principal residence or foreclosure on the mortgage of the
     Participant's principal residence; or
     
     (E)  any other condition or event which the Commission of the
     Internal Revenue Service determines is a deemed immediate and
     financial need.
     
     5.9.3     A distribution will be considered necessary to satisfy an
     immediate and heavy financial need of a Participant if all of the
     following requirements are satisfied:
     
     (A)  the distribution will not be in excess of the amount of the
     immediate and heavy financial need of the Participant (including
     amounts necessary to pay any Federal, state or local income taxes or
     penalties reasonably anticipated to result from the distribution);
     
     (B)  the Participant obtains all distributions, other than hardship
     distributions, and all nontaxable loans currently available under
     all plans maintained by the Employer or an Affiliate;
     
     (C)  the Participant's Elective Deferrals, Employee Thrift
     Contributions and participant Voluntary Nondeductible Contributions
     will be suspended for at least 12 months after receipt of the
     hardship distribution in this Plan and in all other plans maintained
     by the Employer or an Affiliate; and
     
     (D)  the Participant may not make Elective Deferrals for the
     Participant's taxable year immediately following the taxable year of
     the hardship distribution in excess of the applicable limit under
     Code Section 402(g) for such next taxable year less the amount of
     such Participant's Elective Deferrals for the taxable year of the
     distribution in this Plan and in all other plans maintained by the
     Employer or an Affiliate.
     
     5.9.4     If the distribution is made from any Account other than a
     401(k) Contribution Account, a distribution due to hardship may be
     made without application of Section 5.9.3(B), 5.9.3(C), or 5.9.3
     (D).
     
     5.10 Limitation on Commencement of Benefits
     
     5.10.1   Anything in this Article V to the contrary notwithstanding,
     a Participant's Benefit Commencement Date shall in no event be later
     than the 60th day after the close of the Plan Year in which the
     latest of the following events occur:
     
     (A)  the attainment by the Participant of his or her Normal
     Retirement Age;
     
     (B)  the tenth anniversary of the ear in which the Participant
     commenced participation in the Plan; or 
     
     (C)  the Participant's termination of Employment.  Notwithstanding
     the foregoing, the failure of a Participant and Spouse to consent to
     a distribution while a benefit is Immediately Distributable, shall
     be deemed to be an election to defer commencement of payment of any
     benefit sufficient to satisfy this Section.
     
     5.10.2   If it is not possible to distribute a Participant's Account
     because the Administrator has been unable to locate the Participant
     after making reasonable efforts to do so, then a distribution of the
     Participant's Accounts shall be made when the Participant can be
     located.
     
     5.11 Distribution Requirements
     
     5.11.1   Subject to the Joint and Survivor Annuity rules set forth
     in Article VI, the requirements of this Article shall apply to any
     distribution of a Participant's interest and will take precedence
     over any inconsistent provisions of this Plan.  Unless otherwise
     specified, the provisions of this article apply to calendar years
     beginning after December 31, 1984.  As used in this Section 5.11,
     each of the following terms shall have the meaning for that term set
     forth in this Section 5.11.1:
     
     (A)  Applicable Life Expectancy.  The life expectancy (or joint and
     last survivor expectancy) calculated using the attained age of the
     Participant (or designated Beneficiary) as of the Participant's (or
     designated Beneficiary's) birthday in the applicable calendar year
     reduced by one for each calendar year which has elapsed since the
     date Life Expectancy was first calculated.  If Life Expectancy is
     being recalculated, the Applicable Life Expectancy shall be the Life
     Expectancy as so recalculated.  The applicable calendar year shall
     be the first distribution calendar year, and if Life Expectancy is
     being recalculated such succeeding calendar year.
     
     (B)  Designated Beneficiary.  The individual who is designated as
     the Beneficiary under the Plan in accordance with Code Section
     401(a)(9).  In the event that a Participant names a trust to be a
     designated Beneficiary, such designation shall provide that, as of
     the later of the date on which the trust is named as a Beneficiary
     or the Participant's Required Beginning Date, and as of all
     subsequent periods during which the trust is named as a Beneficiary,
     the following requirements are met:
     
     (i)  the trust is a valid trust under state law, or would be but for
     the fact that there is no corpus; (ii) the trust is irrevocable;
     (iii) the Beneficiaries of the trust who are Beneficiaries with
     respect to the trust's interest in the Participant's benefits are
     identifiable from the trust instrument within the meaning of Code
     Section 401(a)(9); and (iv) a copy of the trust is provided to the
     Plan.
     
     (C)  Distribution Calendar Year.  A calendar year for which a
     minimum distribution is required.  For distributions beginning
     before the Participant's death, the first Distribution Calendar Year
     is the calendar year immediately preceding the calendar year which
     contains the Participant's Required Beginning Date.  For
     distributions beginning after the Participant's death, the first
     Distribution Calendar Year is the calendar year in which
     distributions are required to begin pursuant to Section 7.2.
     
     (D)  Life Expectancy.  Life Expectancy and joint and last survivor
     expectancy are computed by use of the expected return multiples in
     Tables V and VI of section 1.72-9 of the regulations issued under
     the Code.
     
     Unless otherwise elected by the Participant (or Spouse, in the case
     of distributions described in Section 7.2) by the time distributions
     are required to begin, Life Expectancies shall not be recalculated
     annually.  Such election shall be irrevocable as to the Participant
     or Spouse and shall apply to all subsequent years.  The Life
     Expectancy of nonspouse Beneficiary may not be recalculated.
     
     (E)  Required Beginning Date.
     
     (i)  General rule.  The Required Beginning Date of a Participant is
     the first day of April of the calendar year following the calendar
     year in which the Participant attains age 70-1/2.
     
     (ii)  Transitional rule.  The Required Beginning Date of a
     Participant who attains age 70-1/2 before January 1, 1988, shall be
     determined in accordance with (1) or (2) below:
     
     (1)  Non-5% owners.  The Required Beginning Date of a Participant
     who is not a "5% owner" as defined in (iii) below is the first day
     of April of the calendar year following the calendar year in which
     the later of retirement or attainment of age 70-1/2 occurs.
     
     (2)  5% owners.  The Required Beginning Date of a Participant who is
     a 5% owner during any year beginning after December 31, 1979, is the
     first day of April following the later of:
     
     (a)  the calendar year in which the Participant attains age 70-1/2;
     or
     
     (b)  the earlier of the calendar year with or within which ends the
     Plan Year in which the Participant becomes a 5% owner, or the
     calendar year in which the Participant retires.  The Required
     Beginning Date of a Participant who is not a 5% owner who attains
     age 70-1/2 during 1988 and who has not retired as of January 1,
     1989, is April 1, 1990.
     
     (iii)  5% owner.  A Participant is treated as a 5% owner for
     purposes of this Section 5.11 if such Participant is a 5% owner as
     defined in Code Section 416(i) (determined in accordance with
     section 416 but without regard to whether the plan is top-heavy)at
     any time during the Plan Year ending with or within the calendar
     year in which such owner attains age 66-1/2 or any subsequent Plan
     Year.
     
     (iv)  Once distributions have begun to a 5% owner under this Section
     5.11, they must continue to be distributed, even if the Participant
     ceases to be a 5%owner in the subsequent year.
     
     5.11.2  All distributions required under this Section 5.11 shall be
     determined and made in accordance with the Income Tax Regulations
     under Code Section 401(a)(9), including the minimum distribution
     incidental benefit requirement of section 1.401(a)(9)-2 of the
     regulations issued under the Code .  The entire interest of a
     Participant must be distributed or begin to be distributed no later
     than the Participant's Required Beginning Date.
     
     5.11.3  Limits on Distribution Periods.  As of the first
     Distribution Calendar Year, distributions, if not made in a lump
     sum, may only be made over one of the following periods (or a
     combination thereof):
     
     (A)  the life of the Participant;
     
     (B)  the life of the Participant and a Designated Beneficiary;
     
     (C)  a period certain not extending beyond the Life Expectancy of
     the Participant; or
     
     (D)  a period certain not extending beyond the joint and last
     survivor expectancy of the Participant and a Designated Beneficiary.
     
     For calendar years beginning before January 1, 1989, if the
     Participant's Spouse is not the Designated Beneficiary, the method
     of distribution selected must assure that at least 50% of the
     present value of the amount available for distribution is paid
     within the Life Expectancy of the Participant.
     
     5.11.4   Determination of Amount to be Distributed Each Year.  (A)
     If the Participant's interest is to be paid in the form of annuity
     distribution under the Plan (whether directly or in the form of an
     annuity purchased from an insurance company), payments under the
     annuity shall satisfy the following requirements:
     
     (i)  the annuity distributions must be paid in periodic payments
     made at intervals not longer than one year;
     
     (ii)  the distribution period must be over a life (or lives) or over
     a period certain not longer than a Life Expectancy (or joint life
     and last survivor expectancy) described in Code Section
     401(a)(9)(A)(ii) or Code Section 401(a)(9)(B)(iii), whichever is
     applicable;
     
     (iii)  the Life Expectancy (or joint life and last survivor
     expectancy) for purposes of determining the period certain shall be
     determined without recalculation of Life Expectancy;
     
     (iv)  once payments have begun over a period certain, the period
     certain may not be lengthened even if the period certain is shorter
     than the maximum permitted;
     
     (v)  payments must either be nonincreasing or increase only as
     follows:
     
     (1)  with any percentage increase in a specified and generally
     recognized cost-of-living index;
     
     (2)  to the extent of the reduction to the amount of the
     Participant's payment to provide for a survivor benefit upon death,
     but only if the Beneficiary whose life was being used to determine
     the distribution period descried in Section 5.11.4(A)(iii) dies and
     the payments continue otherwise in accordance with that section over
     the life of the Participant;
     
     (3)  to provide cash refunds of Employee contributions upon the
     Participant's death; or 
     
     (4)  because of an increase in benefits under the Plan.
     
     (vi)  If the annuity is a life annuity (or a life annuity with a
     period certain not exceeding 20 years), the amount which must be
     distributed on or before the Participant's Required Beginning Date
     (or, in the case of distributions after the death of the
     Participant, the date distributions are required to begin pursuant
     to Section 7.2) shall be the payment which is required for one
     payment interval.  The second payment need not be made until the end
     of the next payment interval even if that payment interval ends in
     the next calendar year.  Payment intervals are the periods for which
     payments are received, e.g., bimonthly, monthly, semi-annually, or
     annually.  If the annuity is a period certain annuity without a life
     contingency (or is a life annuity with a period certain exceeding 20
     years) periodic payments for each distribution calendar year shall
     be combined and treated as an annual amount.
     
     The amount which must be distributed by the Participant's Required
     Beginning Date (or, in the case of distributions after the death of
     the Participant, the date distributions are required to begin
     pursuant to Section 7.2) is the annual amount for the first
     Distribution Calendar Year.  The annual amount for other
     Distribution Calendar Years, including the annual amount for the
     calendar year in which the  Participant's Required Beginning Date
     (or the date distributions are required to begin pursuant to Section
     7.2) occurs, must be distributed on or before December 31 of the
     calendar year for which the distribution is required.
     
     (B)  Annuities purchased after December 1, 1988, are subject to the
     following additional conditions:
     
     (i)  Unless the Participant's Spouse is  the Designated Beneficiary,
     if the Participant's interest is being distributed in the form of a
     period certain annuity without a life contingency, the period
     certain as of the beginning of the first Distribution Calendar Year
     may not exceed the applicable period determined using the table set
     forth in Q&A A-5 of section 1.401(a)(9)-2 of the regulations issued
     under the Code.
     
     (ii)  If the Participant's interest is being distributed in the form
     of a joint and survivor annuity for the joint lives of the
     Participant and a nonspouse Beneficiary, annuity payments to be made
     on or after the Participant's Required Beginning Date to the
     Designated Beneficiary after the Participant's death must not at any
     time exceed the applicable percentage of the annuity payment for
     such period that would have been payable to the Participant using
     the table set forth in Q&A A-6 of section 1.401(a)(9)-2 of the
     regulations under the Code.
     
     (C)  Transitional Rule.  If payments under an annuity which complies
     with Section 5.11.4(A)begin prior to January 1, 1989, the minimum
     distribution requirements in effect as of July 27, 1987, shall apply
     to distributions from this Plan, regardless of whether the annuity
     form of payment is irrevocable.  This transitional rule also applies
     to deferred annuity contracts distributed to or owned by the
     Participant prior to January 1, 1989, unless additional
     contributions are made under the Plan by the Employer or Affiliate
     with respect to such contract.
     
     (D)  If the form of distribution is an annuity made in accordance
     with Section 5.11.4, any additional benefits accruing to the
     Participant after his or her Required Beginning Date shall be
     distributed as a separate and identifiable component of at the
     annuity beginning with the first payment interval ending in the
     calendar year immediately following the calendar year in which such
     amount accrues.
     
     (E)  Any part of the Participant's interest which is in the form of
     an individual account shall be distributed in a manner satisfying
     the requirements of Code Section 41(a)(9).
     
     5.11.5   Transitional Rule: Section 242 Election.  Notwithstanding
     the other requirements of this Article and subject to the Joint and
     Survivor Annuity rules set forth in Article VI, distribution on
     behalf of any Employee, including a 5% owner, may be made in
     accordance with all of the following requirements (regardless of
     when such distribution commences):
     
     (A)  the distribution by the trust is one which would not have
     disqualified such trust under Code Section 401(a)(9) as in effect
     prior to amendment by the Deficit Reduction Act of 1984;
     
     (B)  the distribution is in accordance with a method of distribution
     designated by the Employee whose interest in the trust is being
     distributed or, if the Employee is deceased, by a Beneficiary of
     such Employee;
     (C)  such designation was in writing, was signed by the Employee or
     the Beneficiary, and was made before January 1, 1984;
     
     (D)  the Employee had accrued a benefit under the Plan as of
     December 31, 1983; and
     
     (E)  the method of distribution designated by the Employee or the
     Beneficiary specifies the time at which distribution will commence,
     the period over which distributions will be made, and in the case of
     any distribution upon the Employees' death, the Beneficiaries of the
     Employee listed in order of priority.
     
     A distribution upon death will not be covered by this transitional
     rule unless the information in the designation contains the required
     in formation described above with respect to the distributions to be
     made upon the death of the Employee.
     
     For any distribution which commences before January 1, 1984, but
     continues after December 31, 1983, the Employee, or the Beneficiary,
     to whom such distribution is being made, will be presumed to have
     designate the method of distribution under which the distribution is
     being made if the method of distribution was specified in writing
     and the distribution satisfies the requirements in subsections
     5.11.5(A) and (E).
     
     If a designation is revoked any subsequent distribution must satisfy
     the requirements of Code Section 401(a)(9).  If a designation is
     revoked subsequent to the date distributions are required to begin,
     the trust must distribute by the end of the calendar year following
     the calendar year in which the revocation occurs the total amount
     not yet distributed to satisfy Code Section 401(a)(9) but for the
     Section 2442(b)(2) election.
     
     For calendar years beginning after December 31, 1988, such
     distributions must meet the minimum distribution incidental benefit
     requirements in section 1.401(a)(9)-2 of the regulations issued
     under the Code.  Any changes in the designation will be considered
     to be a revocation of the designation.
     
     However, the mere substitution or addition of another Beneficiary
     (one not named in the designation) under the designation will not be
     considered to be a revocation of the designation, so long as such
     substitution or addition does not alter the period over which
     distributions are to be made under the designation, directly or
     indirectly (for example, by altering the relevant measuring life). 
     n the case in which an amount is transferred or rolled over from one
     plan to another plan, the rules in Q&A J-2 and Q&A J-3 of section
     1.401(a)(9)-1 of the regulations issued under the Code.
     
     ARTICLE  VI
     FORMS OF PAYMENT OF RETIREMENT BENEFITS
     
     6.1  Methods of Distribution
     
     6.1.1     If the Plan is a money purchase pension plan or a target
     benefit plan, a Participant's benefit shall be payable in the normal
     form of a Qualified Joint and Survivor Annuity if the Participant is
     married on his or her Benefit Commencement Date and in the normal
     form of an immediate annuity for the life of the Participant if the
     Participant is not married on that date.  A Participant who
     terminated Employment on or after satisfying the requirements for
     Early Retirement may elect to have his or her Qualified Joint and
     Survivor Annuity distributed upon attainment of such Early
     Retirement.  If the Plan is a profit-sharing plan that satisfies the
     requirements set forth in Section 6.1.2., a Participant's Account
     shall only be payable in the normal form of a lump-sum distribution
     in accordance with Section 6.1.1.(B) below.  A Participant in a
     money purchase pension plan, a target benefit plan, or a profit-
     sharing plan that does not satisfy the requirements set forth in
     Section 6.1.2, may at any time after attaining age 35 and prior to
     his or her Benefit Commencement Date elect, in accordance with
     Section 6.2., any of the following optional forms of payment instead
     of the normal form:
     
     (A)  An Annuity contract payable as:
     
     (i)  a single life annuity;
     
     (ii)  a joint and 50% survivor annuity with a contingent annuitant;
     
     (iii)  a joint and 100% survivor annuity with a contingent
     annuitant;
     
     (iv)  an annuity for the life of the Participant with 120 monthly
     payments certain;
     
     (B)  A lump-sum distribution in cash or in kind, or part in cash and
     part in kind; or 
     
     (C)  In installments payable in cash or in kind, or part in cash and
     part in kind over a period not in excess of the required to comply
     with Section 5.11.4.
     
     Anything in this Section 6.1.1 to the contrary notwithstanding, if
     the value of a Participant vested Account as of the applicable
     Valuation Date is $3,500 or less, his or her benefit shall be paid
     in the form of a lump-sum distribution and no optional form of
     benefit payment shall be available.
     
     6.1.2     If the Plan is a profit-sharing plan then:  (A) the
     Participant cannot elect payment in the form of a Life annuity (this
     Section 6.1.2 shall not apply if a life annuity form is an optional
     form preserved under Code Section 411(d)(6); (B) on the death of the
     Participant, the Participant's benefit will be paid to his or her
     Surviving Spouse, if any, or, if his or her Surviving Spouse has
     already consented in a manner conforming to an election under
     Section 6.2.4, then to the Participant's Beneficiary; and (C) the
     normal form a benefit shall be a lump-sum and Section 6.2.1, 6.2.2
     and 6.2.4 shall not be applied by the Administrator.  A Participant
     in such a profit-sharing plan may also elect to receive his or her
     benefit in the form of installments in accordance with Section
     6.1.1(c) of the Plan.  The Section 6.1.2 shall not apply, however,
     with respect to the Participant if it is determined that the Plan is
     a direct or indirect transferee of a defined benefit plan, a money
     purchase pension plan (including a target benefit plan) or a stock
     bonus or profit-sharing plan which is subject to the survivor
     annuity requirement of Code Sections 401(a)(11) and 417.  In
     addition, this Section 6.1.2 shall not apply unless the
     Participant's Surviving Spouse, if any, is the Beneficiary of (i)
     the proceeds of any insurance on the Participant's life purchased
     Employer contributions or (ii) forfeitures allocated to the
     Participant's Employer Account or unless the Participant's Surviving
     Spouse has consented to the Participant's designation of another
     Beneficiary as referred to in subsection (C) of this Section 6.1.2.
     
     6.1.3     The following transitional rules shall apply for those
     Participants entitled to but not receiving benefits as of August 23,
     1984:
     
     (A)  Any living Participant not receiving benefits on August 23,
     1984, who would otherwise not receive the benefits prescribed by
     Section 6.1 must be given the opportunity to elect to have Section
     6.1 apply if such Participant is credited with at least one Hour of
     Service under this Plan or a predecessor plan in a Plan Year
     beginning on or after January 1, 1976, and such Participant had at
     least 10 Years of Service when he or she terminated from Employment.
     
     (B)  Any living Participant not receiving benefits on August 23,
     1984, who was credited with at least one Hour of Service under this
     Plan or a predecessor plan on or after September 2, 1974, and who is
     not otherwise credited with an Hour of Service in a Plan Year
     beginning on or after January 1, 1976, must be given the opportunity
     to have his or her benefits paid in accordance with this Section
     6.1.3(D).
     
     (C)  The respective opportunities to elect (as described in these
     Sections 6.1.3(A) and (B)) must be afforded to the appropriate
     Participants during the period commencing on August 23, 1984, and
     ending on such Participant's Benefit Commencement Date.
     
     (D)  Any Participant who has elected pursuant to this Section
     6.1.3(B) and any Participant who does not elect under this Section
     6.1.3(A) or whom meets the requirements of this Section 6.1.3(A)
     except that such Participant does not have at least ten Years of
     Service when he or she terminates from Employment, shall have his or
     her benefits distributed in accordance with all of the following
     requirements if benefits would have been payable in the form of a
     single life annuity:
     
     (1)  Automatic Qualified Joint and Survivor Annuity
     
     If benefits in the form of a single life annuity become payable to
     a married Participant who:
     
     (a)  begins to receive payments on or after Normal Retirement Age;
     or 
     
     (b)  dies on or after Normal Retirement Age while in active
     Employment; or
     
     (c)  begins to receive payment on or after the "Qualified Early
     Retirement Age", as that term is defined in Section 6.1.3(D)(a); or 
     
     (d)  terminates from Employment on or after attaining Normal
     Retirement Age (or Qualified Early Retirement Age) and after
     satisfying the eligibility requirement for the payment of benefits
     under the Plan and thereafter dies before his or her Benefit
     Commencement Date; then such benefits will be received in the form
     of a Qualified Joint and Survivor Annuity, unless the Participant
     has elected otherwise during the election period which begins at
     least six months before the Participant attains Qualified Early
     Retirement Age and ends no earlier than 90 days before his or her
     Benefit Commencement Date.  Any election hereunder will be in
     writing and may be changed by the Participant at any time.
     
     (2)  Election of early survivor annuity
     
     A Participant who is employed after attaining the Qualified Early
     Retirement Age will be given the opportunity to elect, beginning on
     the later of (1) the 90th day before he or she attains his or her
     Qualified Early Retirement Age, or (2) the date on which
     participation begins, and ending on the date he or she terminates
     Employment, to have a survivor annuity payable on death.  If the
     Participant elects the survivor annuity, payable 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 ant any time.
     
     (3)  Qualified Early Retirement Age
     
     (a)  For purposes of this section 6.1.3, Qualfiied Early Retirement
     Age is the latest of:
     
     (i)  the earliest date, under the Plan, on which the Participant may
     elect to receive retirement benefits, 
     
     (ii)  the first day of the 120th month beginning before the
     Participant reaches Normal Retirement Age, or 
     
     (iii)  the date the Participant begins participation.
     
     (b)  Qualified Joint and Survivor Annuity is an annuity for the life
     of the Participant with a survivor annuity for the life of the
     Spouse as described in Section 1.77.
     
     6.2  Election of Optional Forms
     
     6.2.1     By notice to the Administrator at any time prior to a
     Participant's date of death and beginning on the first day of the
     Plan Year in which the Participant attains age 35, the Participant
     may elect, in writing, not to receive the normal form of benefit
     payment otherwise applicable an to receive instead an optional form
     of benefit payment provided for in Section 6.1.1.    If the
     Participant separates from Employment prior to the first day of the
     Plan Year in which the Participant attains age 35, the Participant
     may make such election beginning on the date he or she separates
     from Employment.  This Section 6.2.1 shall not be applicable if
     Section 6.1.2 applies to a Participant.
     
     6.2.2  Within a reasonable period, but in any event no less than 30
     and no more than 90 days prior to each Participant's Benefit
     Commencement Date, the Administrator shall provide to each
     Participant a written explanation of the terms and conditions of a
     Qualified Joint and Survivor Annuity.  Such written explanation
     shall consist of:
     
     (A)  the terms and conditions of the Qualified Joint and Survivor
     Annuity;
     
     (B)  the Participant's right to make, and the effect of, an election
     to waive the Qualified Joint and Survivor Annuity;
     
     (C)  the rights of the Participant's Spouse under Section 6.2.4;
     
     (D)  the right to make, and the effect of, a revocation of a
     previous election to waive the Qualified Joint and Survivor Annuity;
     and
     
     (E)  the relative values of the various optional forms of benefit
     under the Plan.
     
     (F)  If the distribution is one to which Sections 401(a)(11) and 417
     of the Internal Revenue Code do  not apply, such distribution may
     commence less than 30 days after the notice required under Section
     1.411(a)-11(c) of the Income Tax Regulations is given, provided
     that:
     
     (1)  the Plan Administrator clearly informs the Participant that the
     Participant has a right to a period of at least 30 days after
     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 elect
     a distribution.
     
     The Administrator may, on a uniform and nondiscriminatory basis,
     provide for such other notices, information or election periods or
     take such other action as the Administrator considers necessary or
     appropriate to implement the provisions of this Section 6.2.2.
     
     6.2.3  A Participant may revoke his or her election to take an
     optional form of benefit, and elect a different form of benefit, at
     any time prior to the Participant's Benefit Commencement Date.
     
     6.2.4  The election of an optional benefit by a Participant after
     December 1, 1984, must also be a waiver of a Qualified Joint and
     Survivor Annuity by the Participant.  Any waiver of a Qualified
     Joint and Survivor Annuity shall not be effective unless (A) the
     Participant's Spouse consents in writing; (B) the election
     designates a specific alternate Beneficiary, including any class of
     Beneficiaries or any contingent Beneficiaries which may not be
     changed without spousal consent (or the Spouse expressly permits
     designations by the Participant without any further spousal
     consent); (C) the Spouse's consent to the waiver is witnessed by a
     Plan representative or notary public; and (D) the Spouse's consent
     acknowledges the effect of the election.  Additionally, a
     Participant's waiver of the Qualified Joint and Survivor Annuity
     will not be effective unless the election designates a form of
     benefit payment which may not be changed without spousal consent or
     the Spouse expressly permits designations without any further
     spousal consent.  Notwithstanding this consent requirement, if the
     Participant establishes to the satisfaction of a Plan representative
     that such written consent may not be obtained because there is no
     Spouse or the Spouse cannot be located, the election will be deemed
     effective.  Any consent necessary under this provision will not be
     valid with respect to any other Spouse.  A consent that permits
     designation by the Participant without any requirement of further
     consent by such Spouse must acknowledge that the Spouse has the
     right to limit consent to a specific Beneficiary, and a specific
     form of benefit, where applicable, and  that the Spouse voluntarily
     elects to relinquish either or both of such rights.  Additionally,
     a revocation of a prior waiver may be made by a Participant without
     the consent of the Spouse at any time before his or her Benefit
     Commencement Date.  The number of revocations shall not be limited. 
     Any new waiver will require a new consent by the electing
     Participant's Spouse.  No consent obtained under this provision
     shall be valid unless the Participant has received notice as
     provided in this Section.
     
     6.2.5  The election of an optional form of benefit which
     contemplates t he payment of an annuity shall not be given effect if
     any person who would receive benefits under the annuity dies before
     the Benefit Commencement Date.
     
     6.3  Change in Form of Benefit Payments
     
     Any former Employer whose payments are being deferred or who is
     receiving installment payments may request acceleration or other
     modification of the form of benefit distribution, subject to Code
     Section 401(a)(9), provided that any necessary consent to such
     change required pursuant to Section 6.2.4 is obtained from the
     Employee's Spouse.  This Section 6.3 shall not apply to any Employee
     who becomes a Participant on or after January 1, 1989 or to Plans
     adopted after that date.
     
     6.4  Direct Rollovers
     
     6.4.1     The provisions of this Section 6.4 apply only to distributions
     made on or after January 1, 1993.
     
     6.4.2     Notwithstanding any provisions of the Plan to the contrary
     that would otherwise limit a Distributee's election under this
     Section 6.4, a Distributee may elect, at the time and in the manner
     prescribed by the Administrator, to have any portion of an Eligible
     Rollover Distribution paid directly to an Eligible Retirement Plan
     specified by the Distributee in a Direct Rollover.
     
     6.4.3     Definitions - All terms used in this Section 6.4 shall have
     the meaning set forth below:
     
     (A)  Eligible Rollover Distribution:  An Eligible Rollover
     Distribution is any distribution of all or any portion of the
     balance to the credit of the Distributee, except, that an Eligible
     Rollover Distribution does not include:  any distribution that is
     one of a series of substantially equal periodic payments (not less
     frequently than annually) made for the life (or life expectancy) of
     the Distributee or the joint lives (or joint life expectancies) of
     the Distributee and the Distributee's designated beneficiary, or for
     a specified period of ten years or more; any distribution to the
     extent such distribution is required under Code Section 401(a)(9);
     and the portion of any distribution that is not includible in gross
     income (determined without regard to the exclusion for net
     unrealized appreciation with respect to employer securities).
     
     (B)  Eligible Retirement Plan:  An Eligible Retirement Plan is an
     individual retirement account described in Code Section 408(a), an
     individual retirement annuity described in Code Section 408(b), an
     annuity plan described in Code Section 403(a), or a qualified trust
     described in Code Section 401(a) that accepts the Distributee's
     Eligible Rollover Distribution.  However, in the case of an Eligible
     Rollover Distribution to the Surviving Spouse, an Eligible
     Retirement Plan is an individual retirement account or individual
     retirement annuity.
     
     (C)  Distributee:  A Distributee includes an Employee or former
     Employee.  In addition, the Employee's or former Employee's
     Surviving Spouse and the Employee's or former Employee's Spouse or
     former Spouse who is the alternate payee under a qualified domestic
     relations order, as defined in Code Section 414(p), are Distributee
     with regard to the interest of the Spouse or former Spouse.
     
     (D)  Direct Rollover:  A Direct Rollover is a payment by the Plan to
     the Eligible Retirement Plan specified by the Distributee.
     
     ARTICLE  VII
     DEATH BENEFITS
     
     7.1  Payment of Account Balances
     
     7.1.1     The benefits payable to the Beneficiary of a Participant who
     dies while an Employee shall be the Account Balance of all of his or
     her Accounts including, if applicable, the proceeds of any life
     insurance contract in effect on t he Participant's life in
     accordance with Section 7.3.  The benefits payable to the
     Beneficiary of a Participant who dies after terminating Employment
     shall be the vested Account Balance of all of his or Accounts. 
     Except as otherwise provided in this Article VII, a Beneficiary may
     request that he or she be paid his or her benefits as soon as
     practicable after the Participant's death.
     
     7.1.2     If a Participant does before distribution of his or her entire
     interest in the Plan has been completed, the remaining interest
     shall, subject to Section 7.2.5, be distributed to the Participant's
     Beneficiary in the form, at the time and from among the methods
     specified in Section 6.1.1 as elected by the Beneficiary in writing
     file with the Administrator.  If an election is not received by the
     Administrator within 90 days following the date the Administrator is
     notified of the Participant's death, the distribution shall be made,
     if to a Surviving Spouse, in accordance with Section 7.2.5(B), and,
     if to some other Beneficiary, to the Beneficiary in a lump-sum.
     
     7.1.3     The value of the benefits payable to a Beneficiary shall be
     determined in accordance with Section 10.6.2.  If the value of such
     death benefit is $3,500 or less, distribution of such benefit shall
     b e made in a lump-sum as soon as practicable following the death of
     the Participant.
     
     7.2  Beneficiaries
     
     7.2.1     The Administrator shall provide each Participant, within the
     period described in Section 7.2.1(A) for such Participant, a written
     explanation of the death benefit in such terms and in such a manner
     as would be comparable to the explanation provided for meeting the
     requirements applicable to a Qualified Joint and Survivor Annuity. 
     This Section 7.2.1 shall not be applicable if Section 6.1.2 applies
     to a Participant.
     
     (A)  The period for providing a written explanation of the death
     benefit for a Participant ends on the latest of the following to
     occur:
     
     (i)  the period beginning with the first day of the Plan Year in
     which the Participant attains age 32 and ending with the close of
     the Plan Year preceding the Plan Year in which the Participant
     attains age 35;
     
     (ii)  a reasonable period ending after the Employee becomes a
     Participant; or
     
     (iii)  a reasonable period ending after Code Section 417 first
     applies to the Participant.
     
     Notwithstanding the foregoing, notice must be provided within a
     reasonable period ending after termination of Employment in case of
     a Participant who terminates Employment before attaining age 35 and
     who has a vested interest in his or her Account.
     
     (B)  For purposes of the preceding paragraph, a reasonable period
     ending after the enumerated events described in (ii) and (iii) is
     the end of the two-year period beginning on year prior to the date
     the applicable event occurs and ending one year after that date.  A
     Participant who has a vested interest in his or her Account and who
     terminates Employment before the Plan in which age 35 is attained
     shall be provided such notice within the two-year period beginning
     one year prior to and ending one year after termination.  If such a
     Participant returns to Employment, the applicable period for such
     Participant shall be redetermined.
     
     7.2.2     A Participant shall designate one or more Beneficiaries to
     whom amounts due after his or her death, other than under the
     Qualified Joint and Survivor Annuity, shall be paid.  In the event
     a Participant fails to make a proper designation or in the event
     that no designated Beneficiary survives the Participant, the
     Participant's Beneficiary shall be the Participant's Surviving
     Spouse, or if the Participant has no Survivng Spouse, the legal
     representative of the Participant's estate, as an asset of that
     estate.  A Participant's Beneficiary shall not have any right to
     benefit under the Plan unless he or she shall survive the
     Participant.
     
     7.2.3     Any designation of a Beneficiary incorporated into an Annuity
     Contract or insurance contract shall be governed by the terms of
     such Annuity Contract or insurance contract.  Any other designation
     of a Beneficiary must be filed with the Administrator, in a time and
     manner designated by such Administrator, in order to be effective.
     Any such designation of a Beneficiary may be revoked by filing a
     later designation or an instrument of revocation with the
     Administrator, in a time and manner designated by the Administrator.
     
     7.2.4     Effective after December 31, 1984, a married Participant whose
     designation of a Beneficiary is someone other than his or her
     Spouse, including a Beneficiary referred to in the first sentence of
     Section 7.2.3, or the change of any such Beneficiary to a new
     Beneficiary other than the Participant's Spouse, shall not be valid
     unless made in writing and consented to by the Participant's Spouse
     in such term and in such a manner as would be comparable to the
     consent provided for a waiver of the Qualified Joint and Survivor
     Annuity.  The Spouse's consent to such designation must be made in
     the manner described in Section 6.2.4.
     
     7.2.5     Notwithstanding any other provision of the Plan to the
     contrary:
     
     (A)  If the Participant dies after his or her Benefit Commencement
     Date, but before distribution of his or her benefit has been
     completed, the remaining portion of such benefit may continue in the
     form and over the period in which the distributions were being made,
     but in any event must continue to be made at least as rapidly as
     under the method of distribution being used prior to the
     Participant's death.
     
     (B) If the Participant dies leaving a Surviving Spouse before his or
     her Benefit Commencement Date, the Participant benefit shall be
     payable to the Participant's Surviving Spouse in the form of an
     annuity for the life of the Surviving Souse.  The preceding sentence
     shall not apply if, within 90 days following the date the
     Administrator is notified of the Participant's death, his or her
     Surviving Spouse elects, by written notice to the Administrator, any
     other form of benefit payment specified in Section 6.1.1, or the
     such Surviving Spouse has already consented in a manner described in
     Section 6.2.4 to a distribution to an alternative Beneficiary
     designated by the Participant.   If the Plan is a profit-sharing
     plan which meets the requirements of Section 6.1.2, the Surviving
     Spouse shall receive his or her distribution in the form of a lump-
     sum unless she or he elects within 90 days following the date the
     Administrator is notified of the Participant's death any other form
     of benefit payment specified in Section 6.1.1, or the Participant's
     Surviving Spouse has already consented in a manner described in
     Section 6.2.4 to a distribution to an alternate Beneficiary
     designated by the  Participant.  If the Participant's benefit is
     $3,500 or less, distribution shall be made in the form of a lump-sum
     comprised of the assets in the Account immediately prior to the
     distribution if the Account consists of Participant-Directed Assets. 
     If the Account does not consist of Participant-Directed Assets, the
     distribution shall be in cash.  If the Participant's benefit is
     distributable in the form Of an annuity for the life of the
     Surviving Spouse,  the Surviving Spouse may elect to have such
     annuity distributed immediately.
     
     (C)  If the Participant dies before his or her Benefit Commencement
     Date, the distribution of the Participant's entire interest shall be
     completed by December 31 of the calendar year containing the fifth
     anniversary of the Participant's death except to the extent that an
     election is made by the designated Beneficiary involved to receive
     distributions in accordance with (i) or (ii) of this subsection (C)
     below:
     
     (i)  if any portion of the Participant's interest is payable to a
     designated Beneficiary who is an individual, distributions may be
     made in substantially equal installments over the life or Life
     Expectancy, as defined in Section 5.11.1(D), of the designated
     Beneficiary commencing on or before December 31 of the calendar year
     immediately following the calendar year of the Participant's death;
     
     (ii)  if the designated Beneficiary is the Participant's Surviving
     Spouse, the date distributions are required to begin in accordance
     with (i) of this subsection (C) shall not be earlier than the later
     of December 31 of  the calendar year in which the Participant died
     and December 31 of the calendar year in which the Participant would
     have attained age 65; and 
     
     (iii)  if the Surviving Spouse dies before payments begin subsequent
     distributions shall be made as if the Surviving Spouse had been the
     Participant.
     
     (D)  For purposes of this Section 7.2.5, distribution of a
     Participant's interest is considered to begin on the Participant's
     Required Beginning Date, as defined in Section 5.11.1(E).  If
     distribution in the form of an annuity irrevocable commences to the
     Participant before such Required Beginning Date, the date
     distribution is considered to begin is the date distribution
     actually commences.
     
     (E)  For purposes of this Section 7.2.5, any amount paid to a child
     of the Participant will be treated as if it had been paid to the
     Participant's Surviving Spouse if the amount becomes payable to such
     Surviving Spouse when the child reaches the age of majority.
     
     (F)  If the Participant has not made an election pursuant to this
     Section 7.2.5 by the time of his or her death, the Participant's
     designated Beneficiary must elect the method of distribution no
     later than the earlier of (i) December 1 of the calendar year in
     which distributions would be required to begin under this Section or
     (ii) December 31 of the calendar year which contains the fifth
     anniversary of the date of death of the Participant.  If the
     Participant has no designated Beneficiary, or if the designated
     Beneficiary does not elect a method of distribution, distribution of
     the Participant's entire interest must be completed by December 31
     of the calendar year containing the fifth anniversary of the
     Participant's death.
     
     7.3  Life Insurance
     
     7.3.1     With the consent of the Administrator and upon such notice as
     the Administrator may require, a Participant may direct that a
     portion of his or her Account be used to pay premiums of life
     insurance on the Participant's life; provided, however, that (a) the
     aggregate premiums paid on ordinary life insurance must be less than
     50% of the aggregate contributions allocated  to the Participant's
     Employer Accounts, (b) the aggregate premiums paid on  term life
     insurance contracts, universal life insurance contracts and all
     other life insurance contracts which are not ordinary life insurance
     may not exceed 25% of the aggregate contributions allocated to the
     Participant's Employer Account, and (c) the sum of one-half of the
     premiums paid on ordinary life insurance and the total of all other
     life insurance premiums may not exceed 25% of the aggregate
     contributions allocated to the Employer Account of the Participant. 
     For purposes of these limitations, ordinary life insurance contracts
     are contracts with both non-decreasing death benefits and non-
     increasing premiums.
     
     7.3.2     The Trustee shall be the owner of each life insurance contract
     purchased under this Section 7.3 and the proceeds of each such
     contract shall be payable to the Trustee, provided that all
     benefits,  rights and privileges under each contract on the life of
     a Participant which are available while the Participant is living
     shall be exercised by the Trustee only upon and in accordance with
     the written instructions of the Participant.  The proceeds of all
     such insurance on the life of a Participant shall be paid over by
     the Trustee to the Participant's Beneficiary in accordance with this
     Article VII.  Under no circumstances shall the Trustee retain any
     part of the proceeds.
     
     7.3.3     Any dividends or credits earned on a life insurance contract
     shall be applied when received in reduction of any premium thereon,
     or, if no premiums are due, applied to increase the proceeds of the
     insurance contract.
     
     7.3.4     If a Participant is found by the Administrator to be insurable
     only at a substandard premium rate, the policy shall provide a
     reduced death benefit using the same premium as would be required if
     the Participant were a standard risk, the amount of the death
     benefit being determined in accordance with the amount of the
     rating.
     
     7.3.5     The cash surrender value of an insurance contract to the
     extent deriving from Employer or Participant contributions, if any,
     shall be included, respectively, in the Account Balance of the
     Account from which the premiums were paid. Any death benefits under 
     an insurance contract payable before the Participant's termination
     of Employment will be paid to the Trustee for addition to the
     relevant Account of the Participant for distribution in accordance
     with Section 7.1.
     
     7.3.6     Any other provisions herein to the contrary notwithstanding,
     the purchase of life insurance for any Participant shall be subject
     to such minimum premium requirements as the Trustee may determine
     from time to time.
     
     7.3.7     Premiums on life insurance contracts on a Participant's life
     shall be paid by the Trustee, unless directed otherwise by the
     Participant, first from cash in the Participant's Employer Accounts
     to the extent thereof, and then from cash in the Participant's
     Participant Contributions Accounts, if any, to the extent thereof. 
     If there is insufficient cash in either Account to pay premiums due,
     the Trustee shall notify the Participant of this fact.  If the
     Participant does not thereafter instruct the Trustee to sell
     sufficient assets in an Account of the Participant to pay premiums
     due on a timely basis, the Trustee shall not be obligated to take
     any further action with respect to any life insurance contract on
     the Participant's life, whether as regards continuing insurance on
     a paid-up basis, effecting a reduction of the insurance in force, or
     otherwise, except at the direction of the Participant.
     
     7.3.8     Prior to such time as a Participant becomes entitled to
     receive a distribution of any benefits under this Plan for any
     reason other than the Participant's death, the Trustee shall,
     pursuant to the written direction of the Participant delivered to
     the Administrator within such period of time as is acceptable to the
     Administrator, either convert all life insurance contracts on the
     Participant's life into cash or an annuity to provide current or
     future retirement income to the Participant or distribute the
     contracts to the Participant as a part of a benefit distribution;
     provided, however, that:
     
     (A)  the contracts shall not be distributed unless, if the
     Participant is married at the time the distribution of the contracts
     is to be made, and the Plan is a money purchase pension plan, a
     target benefit plan or a profit-sharing plan to which Section 6.1.2
     does not apply, the Participant's Spouse at that time consents to a
     distribution in the manner prescribed by Section 6.2.4; and
     
     (B)  if the cash value of any contracts at the time they become
     distributable to a Participant exceeds a Participant's vested
     interest in his or her Employer Accounts at that time, the
     Participant shall be entitled to receive a distribution of such
     contracts only if the Participant promptly pays such excess in cash
     to the Trust Fund.
     
     Life insurance contracts on a Participant's life shall not continue
     to be maintained under the Plan following the Participant's
     termination of Employment or after Employer contributions have
     ceased.
     
     If a Participant on whose life an insurance contract is held does
     not make a timely and proper direction regarding the contract under
     this Section 7.3.8, the Participant shall be deemed to have directed
     that the contract be converted into cash to be distributed in the
     manner in which the Participant's benefit is to be distributed.
     
     7.3.9     Anything contained herein to the contrary notwithstanding, in
     the event of any conflict between the terms of the Plan and the
     terms of any insurance contract purchased under this Section 7.3,
     the provisions of the Plan shall control.
     
     ARTICLE  VIII
     FIDUCIARIES
     
     8.1  Named Fiduciaries
     
     8.1.1     The Administrator shall be a "named fiduciary" of the Plan, as 
     that term is defined in ERISA Section 402(a)(2), with authority to
     control and manage the operation and administration of the Plan,
     other than authority to managee and control Plan assets.
     
     The Administrator shall also be the "administrator" and "plan
     administrator" with respect to the Plan, as those terms are  defined
     in ERISA Section 3(16)(A) and in Code Section 414(g), respectively.
     
     8.1.2     The Trustee, or Investment Committee if appointed by the
     Employer, shall be a "named fiduciary" of the Plan, as that term is
     defined in ERISA Section 402(a)(2), with authority to manage and
     control all Trust Fund assets and to select an Investment Manager of
     Investment Managers.  If Merrill Lynch Trust  Company is the
     Trustee, it shall be a nondiscretionary trustee; an Investment
     Committee shall be appointed and shall be the Employer, who may also
     remove such Investment Committee; and the Investment Committee shall
     be the "named fiduciary" with respect to Trust Fund assets. 
     Anything in this Section 8.1.2 to the contrary notwithstanding, with
     respect to Participant-Directed Assets, the Participant or
     Beneficiary having the power to direct the investment of such assets
     shall be the"named fiduciary" with respect thereto.
     
     8.1.3     The Trustee, or Investment Committee if  appointed by the
     Employer, shall have the power to make and deal with any investment
     of the Trust Fund permitted in Section 10.4, except Participant-
     Directed Assets or assets for which an Investment Manager has such
     power, in any manner which it deems advisable and shall also:
     
     (A)  establish and carry out a funding policy and method consistent
     with the objectives of the Plan and the requirements of ERISA;
     
     (B)  have the power to select Annuity Contracts, if applicable;
     
     (C)  have the power to determine, if applicable, what investments
     specified in Section 10.4, including, without limitation, Qualified
     Employer Securities and regulated investment company shares, are
     available as Participant-Directed Assets; and 
     
     (D)  have all rights, powers, duties and obligations granted or
     imposed upon it elsewhere in the Plan.
     
     8.2  Employment of Advisers
     
     A "named fiduciary", with respect to the Plan (as defined in ERISA
     Section 402(a)(2) and any "fiduciary" (as defined in ERISA Section
     3(4)) appointed by such a "named fiduciary", may employ one or more
     persons to render advise with regard to any responsibility of such
     "named fiduciary" or "fiduciary" under the Plan.
     
     8.3  Multiple Fiduciary Capacities
     
     Any "named fiduciary" with respect to the Plan (as defined in ERISA
     Section 402(a)(2)) and any other "fiduciary" (as defined in ERISA
     Section 3(4)) with respect to the Plan may serve in more than one
     fiduciary capacity.
     
     8.4  Indemnification
     
     To the extent not prohibited by state or federal law, the Employer
     agrees to, and shall indemnify and save harmless, as the case may
     be, each Administrator (if a person other than the Employer),
     Trustee, Investment Committee and/or any Employee, officer or
     director of the Employer, or an Affiliate, from all claims for
     liability, loss, damage or expense (including payment of reasonable
     expenses in connection with the defense against any such claim)
     which result from any exercise or failure to exercise any of the
     indemnified person's responsibilities with respect to the Plan,
     other than by reason of gross negligence.
     
     8.5  Payment of Expenses
     
     8.5.1     All Plan expenses, including without limitation, expenses an
     fees (including fees for legal services rendered and fees to the
     Trustee) of the Sponsor, Administrator, Investment Manager, Trustee,
     and any insurance company, shall be charged against and withdrawn
     from the Trust Fund; provided however, the Employer may pay any of
     such expenses or reimburse the Trust Fund for any payment.
     
     8.5.2     All transactional costs or charges imposed or incurred (if
     any) for Participant-Directed Assets shall be charged to the Account
     of the directing Participant or Beneficiary.  Transactional costs
     and charges shall include, but shall not be limited to, charges for
     the acquisition or sale or exchange of Participant-Directed Assets,
     brokerage commissions, service charges and professional fees.
     
     8.5.3     Any taxes which may be imposed upon the Trust Fund or the
     income therefrom shall be deduced from and charged against the Trust
     Fund.
     
     ARTICLE IX
     PLAN ADMINISTRATION
     
     9.1  The Administrator
     
     9.1.1     The Employer may appoint one or more persons as Administrator,
     who may also be removed by the Employer.  If any individual is
     appointed as Administrator, and the individual is an Employee, the
     individual will be considered to have resigned as Administrator if
     he or she terminates Employment and at least one other person
     continues to serve as Administrator.  Employees shall receive no
     compensation for their services rendered to or as Administrator.
     
     9.1.2     If more than one person is designated as Administrator, the
     Administrator shall act by a majority of its members at the time in
     office and such action may be taken either by a vote at a meeting or
     in writing without a meeting.  However, if less than three members
     are appointed, the Administrators shall act only upon the unanimous
     consent of its members.  An Administrator who is also a Participant
     shall not vote or act upon any matter relating to himself or
     herself, unless such person is the sole Administrator.
     
     9.1.3     The Administrator may authorize in writing any person to
     execute any document or documents on the Administrator's behalf, and
     any interested person, upon receipt of notice of such authorization
     directed to it, may thereafter accept and rely upon any document
     executed by such authorized person until the Administrator shall
     deliver to such interested person a written revocation of such
     authorization.
     
     9.2. Powers and Duties of the Administrator
     
     9.2.1     The Administrator shall have the power to construe the Plan
     and to determine all questions of fact or interpretation tht may
     arise thereunder, and any such construction or determination shall
     be conclusively binding upon all persons interested in the Plan.
     
     9.2.2     The Administrator shall have the power to promulgate such
     rules and procedures, to maintain or cause to be maintained such
     records and to issue such forms as it shall deem necessary and
     proper for the administration of the Plan.
     
     9.2.3     Subject to the terms of the Plan,  the Administrator shall
     determine the time and manner in which all elections authorized by
     the Plan shall be made or revoked.
     
     9.2.4     The Administrator shall have all the rights, powers, duties
     and obligations granted to or imposed upon it elsewhere in the Plan.
     
     9.2.5     The Administrator shall exercise all of its responsibilities
     in a uniform and nondiscriminatory manner.
     
     9.3  Delegation of Responsibility
     
     The Administrator may designate persons, including persons other
     than "named fiduciaries" (as defined in ERISA Section 402(a)(2)) to
     carry out the specified responsibilities of the Administrator and
     shall not be liable for any ct or omission of a person so
     designated.
     
     ARTICLE  X
     TRUSTEE AND INVESTMENT COMMITTEE
     10.1 Appointment of Trustee and Investment Committee
     
     10.1.1  The Employer shall appoint one or more persons as a Trustee
     who shall serve as such for all or a portion of the Trust Fund.  By
     executing the Adoption Agreement: (i) the Employer represents that
     all necessary action has been taken for the appointment of the
     Trustee; (ii) the Trustee acknowledges that it accepts such
     appointment; and (iii) both the Employer an the Trustee agree to act
     in accordance with the Trust provisions contained in this Article X.
     
     10.1.2  An Employee appointed as Trustee or to the Investment
     Committee shall receive no compensation for services rendered in
     such capacity an will be considered to have resigned if he or she
     terminates Employment and at least one other person continues to act
     as Trustee or as the Investment Committee, as the case may be.  If
     Merrill Lynch Trust Company is the Trustee, the Employer shall
     appoint an Investment Committee and Merrill Lynch Trust Company
     shall be nondiscretionary trustee.
     
     10.1.3  If more than one person is acting as the Trustee, or as an
     Investment Committee, such Trustee, or Investment Committee, shall
     act by a majority of the persons at the time so acting and such
     action may be taken either by a vote at a meeting or in writing
     without a meeting.  If less than three members are serving, the
     Trustee, or Investment Committee, shall act only upon the unanimous
     consent of those serving.  The Trustee, or Investment Committee, may
     authorize in writing any person to execute any document or documents
     on its behalf, and any interested person, upon receipt of notice of
     such authorization directed to it, may thereafter accept and rely
     upon any document executed by such authorized person until the
     Trustee, or Investment Committee, shall deliver to such interested
     person a written revocation of such authorization.
     
     10.2 The Trust Fund
     
     The Trustee shall receive such sums of money or other property
     acceptable to the Trustee which shall from time to time be paid or
     delivered to the Trustee under the Plan.  The Trustee shall hold in
     the Trust Fund all such assets, without distinction between
     principal and income, together with all property purchased therewith
     and the proceeds thereof an the earnings and income thereon.  The
     Trustee shall not be responsible for, or have any duty to enforce,
     the collection of any contributions or assets to be paid or
     transferred to it, or for verifying whether contributions or
     transfers to it are allowable under the Plan, nor shall the Trustee
     be responsible for the adequacy of the Trust Fund to meet or
     discharge liabilities under the Plan.
     
     10.2.1  The Trustee shall receive in cash or other assets acceptable
     to the Trustee, so long as such assets received do not constitute a
     prohibited transaction, all contributions paid or delivered to it
     which are allocable under the Plan and to the Trust Fund and all
     transfers paid or delivered under the Plan to the Trust Fund from a
     predecessor trustee or another trust (including a trust forming part
     of another plan qualified under Code Section 401(a); provided,
     however, that the Trustee shall not be obligated to receive any
     contributions or transfer unless prior thereto or coincident
     therewith, as the Trustee may specify, the Trustee has received such
     reconciliation, allocation, investment or other information
     concerning, or such direction, contribution or representation with
     respect to, the contribution or transfer or the source thereof as
     the Trustee may require.  The Trustee shall have no duty or
     authority to (a) require any contributions or transfers to be made
     under the Plan or to the Trustee, (b) compute any amount to be
     contributed or transferred under the Plan to the Trustee, or (c)
     determine whether amounts received by the Trustee comply with the
     Plan.
     
     10.2.2  The Trust Fund shall consist of all money and other property
     received by the Trustee pursuant to Section 10.2, increased by any
     income or gains on or increment in such assets and decreased by any
     investment loss or expense, benefit or disbursement paid pursuant to
     the Plan.
     
     10.3 Relationship with Administrator
     
     10.3.1   Neither the Trustee, nor the Investment Committee, if any,
     shall be responsible in any respect for the administration of the
     Plan.  Payments of money or property from the Trust Fund shall be
     made by the Trustee upon direction from the Administrator or its
     designee.  Payments by the Trustee shall be transmitted to the
     Administrator  or its designee for delivery to the proper payees or
     to payee addresses supplied by the Administrator or its designee,
     and the Trustee's obligation to make such payments shall be
     satisfied upon such transmittal.  The Trustee shall have no
     obligation to determine the identity of persons entitled to payments
     under the Plan or their addresses.
     
     10.3.2  Direction from or on behalf of the Administrator or its
     designee shall be communicated to the Trustee or the Trustee's
     designee for that purpose only in a manner and in accordance with
     procedures acceptable to the Trustee.  The Trustee's designee shall
     not, however, be empowered to implement any such direction except in
     accordance with procedures acceptable to the Trustee.  The Trustee
     shall have no liability for following any such direction or failing
     to act in the absence of any such directions.  The Trustee shall
     have no liability for the acts or omissions of any person making or
     failing to make any direction under the Plan or the provisions of
     this Article X nor any duty or obligation to review any such
     direction, act or omission.
     
     10.3.3  If a dispute arises over the propriety of the Trustee making
     any payment from the Trust Fund, the Trustee may withhold the
     payment until the dispute has been resolved by a court of competent
     jurisdiction or settled by the parties to the dispute.  The Trustee
     may consult legal counsel an shall be fully protected in acting upon
     the advise of counsel.
     
     10.4 Investment of Assets
     
     10.4.1  Except as provided in Section 10.4.2, investments of the
     Trust Fund shall be made in the following, but only if compatible
     with the Sponsor's administrative and operational requirement and
     framework:
     
     (A)  shares of any regulate investment company managed in whole or
     in part by the Sponsor or any affiliate of the Sponsor;
     
     (B)  any property purchased through the Sponsor or any affiliate of
     the Sponsor, whether or not productive of income or consisting of
     wasting assets, including without limitation by specification,
     governmental, corporate or personal obligations, trust and
     participation certificates, leaseholds, fees titles, mortgages and
     other interests in realty, preferred and common stocks, convertible
     stocks and securities, shares of regulated investment companies,
     certificates of deposit, put and call options and other option
     contracts of any type, foreign or domestic, whether or not traded on
     any exchange, futures contracts and options on futures contracts
     traded on or subject to the rules of an exchange which has been
     designated as a contact market by the Commodity Futures Trading
     Commission, an independent U.S. government agency, contracts
     relating to the lending of property, evidences of indebtedness or
     ownership in foreign corporations or other enterprises, or
     indebtedness of foreign governments, group trust participation,
     limited or general partnership interests, insurance contracts,
     annuity contracts, any other evidence of indebtedness or ownership
     including oil, mineral or gas properties, royalty interests or
     rights (including equipment pertaining thereto); and
     
     (C)  Qualifying Employer Securities or "qualifying employer real
     properties" (as that term is defined in ERISA Section 407(d) to the
     extent permitted in Section 10.4.3).
     
     10.4.2  (A)  Up to 25% or with the written consent of the Sponsor or
     its representative, an additional percentage of each Plan year's
     contributions may be invested in property as specified in Section
     10.4.1(B) acquired through a person other than the Sponsor or an
     affiliate of the Sponsor.
     
     (B)  Except as permitted by Section 10.4.2 an except as may result
     from a Rollover Contribution or a trust to trust transfer, without
     the written consent of the Sponsor or its representative, property
     may not be acquired through a person other than the Sponsor or an
     affiliate of the Sponsor if following such acquisitions the value of
     the property so acquired would exceed 25% of the value of the Trust
     Fund.
     
     10.4.3  In its sole discretion, the Investment Committee, or Trustee
     if there is no Investment Committee:
     
     (A)  may permit the investment of up to 10% of the Trust Fund in
     Qualifying Employer Securities or "qualifying employer real
     property" (as that term is defined in ERISA Section 407(d)), to the
     extent such investment is compatible with the Sponsor's
     administrative and operational requirements and framework; and
     
     (B)  may determine, subject to Section 10.4.2, that a percentage of
     assets in excess of 10% of the Trust Fund may be invested in
     Qualifying Employer Securities or "qualifying employer real
     property" by a profit-sharing plan.
     
     10.4.4  This Plan will be recognized as a prototype Plan by the
     Sponsor only by complying with the provisions of this Section 10.4.
     
     10.5 Investment Direction, Participant-Directed Assets and
     Qualifying Employer Investments
     
     10.5.1  The Trustee, or Investment Committee if appointed, shall
     manage the investment of the Trust Fund except insofar as (a) an
     Investment Manager has authority to manage Trust assets, or (b)
     Participant-Directed Assets are permitted as specified in the
     Adoption Agreement.  Except as required by ERISA, if an Investment
     Committee is acting, the Trustee shall invest the Trust Fund as
     directed by the Investment Committee, an Investment manager or a
     Participant or Beneficiary, as the case may be, and the Trustee
     shall have no discretionary control over, nor any other discretion
     regarding, the investment or reinvestment of any asset of the Trust.
     
     Participant-Directed Assets shall be invested in accordance with the
     direction of the Participant or, in the event of the Participant's
     death before an Account is fully paid out, the Participant's
     Beneficiary with respect to the assets involved; provided, however,
     that Participant-Directed Assets may not be invested in
     "collectibles" (as defined in Code Section 408(m)(2)).  If there are
     Participant-Directed Assets, the investment of these assets shall be
     made in accordance with such rules and procedures established by the
     Administrator which must be consistent with the rules and procedures
     of the Sponsor or its affiliate, as the case may be.
     
     10.5.2  With respect to Participant-Directed Assets, neither the
     Administrator, the Investment Committee nor the Trustee shall:
     
     (A)  make any investments or dispose of any investments without the
     direction of the Participant or Beneficiary for whom the
     Participant-Directed Assets are maintained, except as provided in
     Section 8.5 so as to pay fees for expenses of the Plan;
     
     (B)  be responsible for reviewing any investment direction with 
     respect to Participant-Directed Assets or for making recommendations
     on acquiring, retaining or disposing of any assets or otherwise
     regarding any assets;
     
     (C)  have any duty to determine whether any investment is an
     authorized or proper one; or
     
     (D)  be liable for following any investment direction or for any
     losses, taxes or other consequences incurred as a consequence of
     investments selected by any Participant or Beneficiary or for
     holding assets uninvested until it receives proper instructions.
     
     10.5.3  If Participant-Directed Assets are permitted, a list of the
     Participant and Beneficiaries and such information concerning them
     as they Trustee may specify shall be provided by the Employer or the
     Administrator to the Trustee and/or such person as are necessary for
     the implementation of the directions in accordance with the
     procedure acceptable to the Trustee.
     
     10.5.4  It is understood that the Trustee may, from time to time,
     have on hand funds which are received as contributions or transfers
     to the Trust Fund which are awaiting investment or funds from the
     sale of Trust Fund assets which are awaiting reinvestment.  Absent
     receipt by the Trustee of a direction from the proper person for the
     investment or reinvestment of such funds or otherwise prior to the
     application of funds in implementation of such a direction, the
     Trustee shall cause such funds to be invested in shares of such
     money market fund or other short term investment vehicle as the
     Trustee, or Investment Committee if appointed, may specify for this
     purpose from time to time.  Any such investment fund may be
     sponsored, managed or distributed by the Sponsor or an affiliate of
     the Sponsor.
     
     10.5.5  Directions for the investment or reinvestment of Trust
     assets of a type referred to in Section 10.4 from the Investment
     Committee, an Investment Manager or  Participant or Beneficiary, as
     the case may be, shall, in a manner and in accordance with procedure
     acceptable to the Trustee, be communicated to and implemented by, as
     the case may be, the Trustee, the Trustee's designee or, with the
     Trustee's consent and if an Investment Committee is operating, a
     broker/dealer designated for the purpose by the Investment
     Committee.  Communication of any such direction to such a designee
     or broker/dealer shall conclusively be deemed an authorization to
     the designee or broker/dealer to implement the direction even
     through coming from a person other than the Trustee.  The Trustee
     shall have no liability for its or any other person's following such
     directions or failing to act in the absence of any such directions. 
     The Trustee shall have no liability for the acts or omissions of any
     person directing the investment or reinvestment of Trust Fund assets
     or making or failing to make any direction referred to in Section
     10.5.6.
     
     10.5.6  The voting and other rights in securities or other assets
     held in the Trust shall be exercised by the Trustee provided,
     however, that if an Investment Committee is appointed, the Trustee
     shall act as directed by such person who at the he time has the
     right to direct the investment or reinvestment of the security or
     other asset involved.
     
     10.5.7  With respect to any Qualifying Employer Securities allocated
     to an Account, each Participant shall be entitled to direct the
     Trustee in writing as to the manner in which Qualifying Employer
     Securities are to be voted.
     
     10.5.8  With respect to any Qualifying Employer Securities allocated
     to an Account each Participant shall be entitled to direct the
     Trustee in writing as to the manner in which to respond to a tender
     or exchange offer or other decisions with respect to the Qualifying
     Employer Securities.
     
     The Administrator shall utilize its best efforts to timely
     distribute or cause to be distributed to each Participant such
     information received from the Trustee as will be distributed to
     shareholders of the Employer in connection with any such tender or
     exchange offer or other similar matter or any vote referred to in
     Section 10.5.7.
     
     10.5.9  If an Investment Committee is appointed, notwithstanding any
     provision hereof to the contrary, in the event the person with the
     right to direct a voting or other decision with respect to any
     security, Qualifying Employer Securities, or other assets held in
     the Trust does not communicate any decision on the matter to the
     Trustee or the Trustee's designee by the time prescribed by the
     Trustee or the Trustee's designee for that purpose or if the Trustee
     notifies the Investment Committee, if applicable, either that it
     does not have precise information as to the securities, Qualifying
     Employer Securities, or other assets involved allocated on the
     applicable record date to the accounts of all Participants and
     Beneficiaries or that time constraints make it unlikely that
     Participant, Beneficiary or Investment Manager direction, as the
     case may be, can be receive on a timely basis, the decision shall be
     the responsibility of the Investment Committee and shall be
     communicated to the Trustee on a timely basis.  In the event an
     Investment Committee with any right under the Plan to direct a
     voting or other decision with respect to any security, Qualifying
     Employer Securities, or other asset held in the Trust, does not
     communicate any decision on the matter to the Trustee or the
     Trustee's designee by the time prescribed by the Trustee for that
     purpose, the Trustee may, at the cost of f the Employer, retain an
     Investment Manager with full discretion to make the decision. 
     Except as required by ERISA, the Trustee shall (a) follow all
     directions above referred to in this Section and (b) shall have no
     duty to exercise voting or other rights relating to any such
     security, Qualifying Employer Securities or other asset.
     
     10.5.10  The Administrator shall establish, or cause to be
     established, a procedure acceptable to the Trustee for the timely
     dissemination to each person entitled to direct the Trustee or its
     designee as to a voting or other decision called for thereby or
     referred to therein of all proxy and other materials bearing on  the
     decision.
     
     10.5.11  Any person authorized to direct the investment of Trust
     assets may, if the Trustee and the Investment Committee, if
     applicable, so permit, direct the Trustee to invest such assets in
     a common or collective trust maintained by the Trustee for the
     investment of assets of qualified trusts under section 401(a) of the
     Code, individual retirement accounts under section 408(a) of the
     code and plans or governmental units described in section 818(a)(6)
     of the Code.  The documents governing any such common or collective
     trust fund maintained by the Trustee, and in which Trust assets have
     been invested, are hereby incorporated into this Article X by
     reference.
     
     10.6 Valuation of Accounts
     
     10.6.1  A Participant's Accounts shall be valued at fair market
     value on each Valuation Date.  Subject to Section 10.6.2(A) as of
     each Valuation Date, the earnings and losses and expenses of the
     Trust Fund shall be allocated to each Participant Account in the
     ratio that such Account Balance in that category of Accounts bears
     to all Account Balances in that category.  With respect to
     Participant-Directed Assets,  the earnings and losses and expenses
     (including transitional expenses pursuant to Section 8.5.2) of such
     Participant-Directed Assets shall be allocated to the Account of the
     Participant or Beneficiary having authority to direct the investment
     of the assets in his or her Account.
     
     10.6.2  The Valuation Date with respect to any distribution
     (including, without limitation, loan distributions and purchase of
     annuities) from any Account upon the occurrence of a Benefit
     Commencement Date or otherwise, shall be:
     
     (A)  with respect to Participant-Directed Assets, the date as of
     which the Account Distribution is made; and 
     
     (B)  with respect to other assets, the Valuation Date immediately
     preceding the Benefit Commencement Date, if applicable, or
     immediately preceding the proposed date of any other distribution
     from any Account.
     
     With respect to any contribution allocable to an Account which has
     been made as of a Valuation Date determined pursuant to this Section
     10.6.2, the principal amount of such contribution distributable
     because of the occurrence of a Benefit Commencement Date shall be
     distributed as soon as practicable after the date paid to the Trust
     Fund.
     
     10.6.3  The assets of the Trust shall be valued at fair market value
     as deterred by the Trustee based upon such sources of information as
     it may deem reliable, including, but not limited to, stock market
     quotations, statistical evaluation services, newspapers of general
     circulation, financial publications, advice from investment
     counselors or brokerage firms, or any combination of sources.  The
     reasonable costs incurred in establishing values of the Trust Fund
     shall be charged against the Trust Fund, unless paid  by the
     Employer.  When the Trustee is unable to arrive at the value based
     upon information from independent sources, it may rely upon
     information from the Employer, Administrator, Investment Committee,
     appraisers or other sources, and shall not incur any liability for
     inaccurate valuation based in good faith upon such information.
     
     10.7 Insurance Contracts
     
     The Trustee, if an Investment Committee is not appointed, Investment
     Committee, or Participant or Beneficiary with respect to
     Participant-Directed Assets, may appoint one or more insurance
     companies to hold assets of the Plan, and may direct, subject to
     Section 7.3, the purchase of insurance contracts or policies from
     one or more insurance companies with assets of the Plan.  Neither
     the Investment Committee, Trustee nor the Administrator shall be
     liable for the validity of any such contract or policy, the failure
     of any insurance company to make any payments or for any act or
     omission of an insurance company with respect to any duties
     delegated to any insurance company.
     
     10.8 The Investment Manager
     
     10.8.1  The Trustee, if an Investment Committee is not appointed,
     Investment Committee, or the Participant or Beneficiary with respect
     to Participant-Directed Assets, may, by an instrument in writing,
     appoint one or more Investment Mangers, who may be an affiliate of
     the Merrill Lynch Trust Company, to direct the Trustee in the
     investment of all or a specified portion of the assets of the Trust
     in property specified in Section 10.4.  Any such Investment Manager
     shall be directed by the Trustee, if an Investment Committee is not
     appointed, Investment Committee, Participant r Beneficiary, as the
     case may be, to act in accordance with the procedures referred to in
     Section 10.5.5.  If appointed, the Investment Committee shall notify
     the Trustee in writing before the effectiveness of the appointment
     or removal of any Investment Manager.  If there is more than one
     Investment Manager whose appointment is effective under the Plan at
     any one time, the Trustee shall, upon written instructions from the
     Investment Committee, Participant or Beneficiary establish separate
     funds for control by each such Investment Manager.  The funds shall
     consist of those Trust Fund assets designated by the Investment
     Committee, Participant or Beneficiary.
     
     10.8.2  Each person appointed as an Investment Manager shall be:
     
     (A)  an investment adviser registered under the Investment Adviser
     Act of 1940,
     
     (B)  a bank as defined in that Act, or
     
     (C)  an insurance company qualified to manage, acquire or dispose of
     any asset of the Plan under the laws of more than one state.
     
     10.8.3  Each Investment Manager shall acknowledge in writing that it
     is a "fiduciary" (as defined in ERSIA Section 3(21)) with respect to
     the Plan.  The Trustee, or the Investment Committee if appointed,
     shall enter into an agreement with each Investment Manager
     specifying the duties and compensation of such Investment Manager
     and the other terms and conditions under which such Investment
     Manager shall be retained.  Neither the Trustee nor the Investment
     Committee, if appointed, shall be liable for any act or omission of
     any Investment Manager and shall not be liable for following the
     advice of any Investment Manager with respect to any duties
     delegated to any Investment Manager.
     
     10.8.4  The Trustee, or Investment Committee if appointed, or the
     Participant or Beneficiary, if applicable with respect to
     Participant-Directed Assets, shall have the power to determine the
     amount of Trust Fund assets to be invested pursuant to the direction
     of a designated Investment Manager and to set investment objectives
     and guidelines for the Investment Manager.
     
     10.8.5  Second Trust Fund.  The Employer may appoint a second
     trustee under the Plan with respect to assets which the Employer
     desires to contribute or have transferred to the Trust Fund, but
     which the other Trustee does not choose to accept: provided,
     however, that if a Merrill Lynch Trust company is a Trustee, its
     consent (which consent maybe evidenced by its acceptance of its
     appointment as Trustee) shall be required.  In the event and upon 
     the effectiveness of the acceptance of the second Trustee's
     appointment, the Employer shall be deemed to have created two trust
     funds under the Plan, each with its own Trustee, each governed
     separately by this Article X.  Each Trustee under such an agreement
     shall, however, discharge its duties and responsibilities solely
     with respect to those assets of the Trust delivered into its
     possession and except pursuant to ERISA, shall have no duties,
     responsibilities or obligations with respect to property of the
     other Trust nor any liability for the acts or omissions of the other
     Trustee.  As a condition to its consent to the appointment of the
     second trustee, the Merrill Lynch Trust Company shall assure that
     record keeping, distribution and reporting procedures are
     established on a coordinated basis between it and the second trustee
     as considered necessary or appropriate with respect to the Trusts.
     
     10.9 Powers of Trustee
     
     10.9.1  At the direction of the person authorized to direct such
     action as referred to in Section 10.5.1, but limited to those assets
     or categories of assets acceptable to the Trustee as referred to in
     Section 10.4, or at its own discretion if no such person is so
     authorized, the Trustee, or the Trustee's designee or a
     broker/dealer as referred to in Section 10.5.5, is authorized and
     empowered:
     
     (A)  To invest and reinvest the Trust Fund, together with the income
     therefrom, in assets specified in Section 10.4;
     
     (B)  To deposit or invest all or any part of the assets of the Trust
     in savings accounts or certificates of deposit or other deposits in
     a bank or savings and loan association or other depository
     institution, including the Trustee or any of its affiliates,
     provided with respect to such deposits with the Trustee or an
     affiliate the deposits bear a reasonable interest rate; 
     
     (C)  To hold, manage, improve, repair and control all property, real
     or personal, forming part of the Trust Fund: to sell, convey,
     transfer, exchange, partition, lease for any term, even extending
     beyond the duration of this Trust, and otherwise dispose of the same
     from time to time;
     
     (D)  To have, respecting securities, all the rights, powers and
     privileges of an owner, including the power to give proxies, pay
     assessments and other sums deemed by the Trustee necessary for the
     protection of the Trust Fund; to vote any corporate stock either in
     person or by proxy, with or without power of substitution, for any
     purpose; to participate in voting trusts, pooling agreements, fore
     closure, reorganizations, consolidations, mergers and liquidations,
     and in connection therewith to deposit securities with or transfer
     title to any protective or other committee; to exercise  or sell
     stock subscriptions or conversion rights; and, regardless of any
     limitations elsewhere in this instrument relative to investments by
     the Trustee, to accept and retain as an investment any securities or
     other property received through the exercise of any of the foregoing
     powers;
     
     (E)  Subject to Section 10.5.4 hereof, to hold in cash, without
     liability for interest, such portion of the Trust Fund which it is
     directed to sold hold pending investments, or payment of expenses,
     or the distribution of benefits;
     
     (F)  To take such actions as may be necessary or desirable to
     protect the Trust from loss due to the default on mortgages held in
     the Trust including the appointment of agents or trustees in such
     other jurisdictions as may seem desirable, to transfer property to
     such agents or trustees, to grant to such agents such powers as are
     necessary or desirable to protect the Trust Fund, to direct such
     agent or trustee, or to delegate such power to direct, and to remove
     such agent or trustee;
     
     (G)  To settle, compromise or abandon all claims and demands in
     favor of or against the Trust Fund;
     
     (H)  To invest in any common or collective trust fund of the type
     referred in Section 10.5.8 hereof maintained by the Trustee;
     
     (I)   To exercise all of the further rights, powers, options and
     privileges granted, provided for, or vested in trustees generally
     under the laws of the State of New Jersey, so that the powers
     conferred upon the Trustee herein shall not be in limitation of any
     authority conferred by law, but shall be in addition thereto;
     
     (J)  To borrow money from any source and to execute promissory
     notes, mortgages or other obligations and to pledge or mortgage any
     trust assets as security, subject to applicable requirements of the
     Code and ERISA; and
     
     (K)  To maintain accounts at, execute transactions through, and lend
     on an adequately secured basis stocks, bonds or other securities to,
     any brokerage or other firm, including any firm which is an
     affiliate of the Trustee.
     
     10.9.2  To the extent necessary or which it deems appropriate to
     implement its powers under Section 10.9.1 or otherwise to fulfill
     any of its duties and responsibilities as trustee of the Trust Fund,
     the Trustee shall have the following additional powers and
     authority:
     
     (A)  to register securities, or any other property, in its name or
     in the name of any nominee, including the name of any affiliate or
     the nominee name designated by any affiliate with or without
     indication of the capacity in which property shall be held, or to
     hold securities in bearer form and to deposit any securities or
     other property in a depository or clearing corporation;
     
     (B)  to designate and engage the services of, and to delegate powers
     and responsibilities to, such agents, representatives, advisers,
     counsel and accountants as the Trustee considers necessary or
     appropriate, any of whom may be an affiliate of the Trustee or a
     person who renders services to such an affiliate, and, as a part of
     its expenses under this Trust Agreement, to pay their reasonable
     expenses and compensation;
     
     (C) to make, execute and deliver, as Trustee, any and all deeds,
     leases, mortgages, conveyances, waivers releases or other
     instruments in writing necessary or appropriate for the
     accomplishment of any of the powers listed in this Trust Agreement;
     and 
     
     (D)  generally to do all other acts which the Trustee deems
     necessary or appropriate for the protection of the Trust Fund.
     
     10.9.3  The Trustee shall have no duties or responsibilities other
     than those specified in the Plan.
     
     10.10     Accounting and Records
     
     10.10.1  The Trustee shall maintain or cause to be maintained
     accurate records and accounts of all Trust transactions and assets. 
     The records and accounts shall be available at reasonable times
     during normal business hours for inspection or audit by the
     Administrator, Investment Committee, if appointed, or any person
     designated for the purpose by either of them.
     
     10.10.2  Within 90 days following the close of each fiscal year of
     the Plan or the effective date of the removal or resignation of the
     Trustee, the Trustee shall file with the Administrator a written
     accounting setting forth all transactions since the end of the
     period covered by the last previous accounting.  The accounting
     shall include a listing of the assets of the Trust showing the value
     of such assets at the close of the period covered by the accounting. 
     On direction of the Administrator, and if previously agreed to by
     the Trustee, the Trustee shall submit to the Administrator interim
     valuations, reports or other information pertaining to the Trust.
     
     The Administrator may approve the accounting by written approval
     delivered to the Trustee or by failure to deliver written objectives
     to the Trustee within 60 days after receipt of the accounting.  Any
     such approval shall be binding on the Employer, the Administrator,
     the Investment Committee and, to the extent permitted by ERISA, all
     other persons.
     
     10.11     Judicial Settlement of Accounts
     
     The Trustee can apply to a court of competent jurisdiction at any
     time for judicial settlement of any matter involving the Plan
     including judicial settlement of the Group Trustee's account.  If it
     does so, the Trustee must give the Administrator the opportunity to
     participate in the court proceedings, but the Trustee can also
     involve other persons. Any expenses the Trustee incurs in legal
     proceedings involving the Plan, including attorney's fees, are
     chargeable to the Trust Fund as an administrative  expense.  Any
     judgement or decree which may be entered in such a proceeding,
     shall, subject to the provision of ERISA, be conclusive upon all
     persons having or claiming to have any interest in the Trust Fund or
     under any Plan.
     
     10.12     Resignation and Removal of Trustee
     
     10.12.1  The Trustee may resign at any time upon at least 30 days'
     written notice to the Employer.
     
     10.12.2  The Employer may remove the Trustee upon at least 30 days'
     written notice to the Trustee.
     
     10.12.3  Upon resignation or removal of the Trustee, the Employer
     shall appoint a successor trustee.  Upon failure of the Employer to
     appoint, or the failure of the effectiveness of the appointment by
     the Employer of, a successor trustee by the effective date of the
     resignation or removal, the Trustee may apply to any court of
     competent jurisdiction for the appointment of a successor.
     
     Promptly after receipt by the Trustee of notice of the effectiveness
     of the appointment of the successor trustee: (a) the Trustee shall
     deliver to the successor trustee such records as may be reasonably
     requested to enable the successor trustee to properly administer the
     Trust Fund and all property of the Trust Fund and all property of
     the Trust after deducting therefrom such amounts as the Trustee
     deems necessary to provide for expenses, taxes, compensation or
     other amounts due to or by the Trustee not paid by the Employer
     prior to the delivery; and (b) except if the second Trustee is
     removed or resigns, the Plan will no longer be considered a
     prototype plan.
     
     10.12.4  Upon resignation or removal of the Trustee, the Trustee
     shall have the right to a settlement of its account, which
     settlement shall be made, at the Trustee's option, either by an
     agreement of settlement between the Trustee and the Employer or by
     a judicial settlement in an action instituted by the Trustee.  The
     Employer shall bear the cost of any such judicial settlement,
     including reasonable attorney fees.
     
     10.12.5  The Trustee shall not be obligated to transfer Trust assets
     until the Trustee is provided assurance by the Employer satisfactory
     to the Trustee that all fees and expenses reasonably anticipated
     will be paid.
     
     10.12.6  Upon settlement of the account and transfer of the Trust
     Fund to the successor trustee, all rights and privileges under the
     Trust Agreement shall vest in the successor trustee and all
     responsibility and liability of the Trustee with respect to the
     Trust and assets thereof shall, except as otherwise required by
     ERISA, terminate subject only to the requirement that the Trustee
     execute all necessary documents to transfer the Trust assets to the
     successor trustee.
     
     10.13     Group Trust
     
     10.13.1  If elected by the Employer in the Adoption Agreement, the
     Trustee shall be the Trustee for this Plan and for each other
     qualified plan specified in the Adoption Agreement; provided,
     however, that such other qualified plan is in effect pursuant to an
     Adoption Agreement under this Prototype Plan.  Any reference to
     Trustee and to the Trust Fund in this Plan shall mean the Trustee as
     the trustee of a Group Trust consisting of the assets of each such
     plan.  The Plan and each other qualified plan specified in the
     Adoption Agreement shall be deemed to join in and adopt the Trust as
     the trust for each such plan.  By executing the Adoption Agreement,
     the Trustee accepts designation as Trustee of this Group Trust.
     
     10.13.2  The Trustee shall establish and maintain such accounting
     records for each of the Plans as shall be necessary to reflect the
     interest in the Group Trust applicable at any time or from time to
     time to each Plan.  No part of the corpus or income of the Group
     Trust allocable to an individual Plan may be used for or diverted to
     any purposes other than for the exclusive benefit of Participants
     and their Beneficiaries entitled to benefits under that Plan.  The
     allocable interest of a Plan in the Group Trust may not be assigned.
     
     ARTICLE XI
     PLAN AMENDMENT OR TERMINATION
     
     11.1 Prototype Plan Amendment
     
     11.1.1  The mass submitter, Merrill Lynch, Pierce, Fenner & Smith
     Incorporated and any successor thereto, may amend any part of the
     Prototype Plan.  For purposes of sponsoring organization amendments,
     the mass submitter shall be recognized as the agent of the
     sponsoring organization.  If the sponsoring organization does not
     adopt the amendments made by the mass submitter, it will not longer
     be identical to or a minor modifier of the mass submitter plan.
     
     11.1.2  An Employer shall have the right at any time, by an
     instrument in writing, effective retroactively or other wise, to (A)
     change the choice of options in the Adoption Agreement, in whole or
     in part; (B) add overriding language in the Adoption Agreement when
     such language is needed to satisfy Code Section 415 or Code Section
     416 because of the required aggregation of multiple plans; and (C)
     add certain model amendments published by the Internal Revenue
     Service Which specifically provided that their adoption will not
     cause the Plan to be treated as individually designed.  No such
     amendment, however, shall have any of the effects specified in
     Section 11.2..  If the adopting Employer amends the Plan or
     nonelective portions of the Adoption Agreement excepts as previously
     provided, it will no longer participate in the Prototype Plan, but
     will be considered to have an individually designed plan for
     purposes of qualification under Code Section 401(a).  In the event
     the Employer is switching from an individually designed plan or from
     one prototype plan to another, a list of the Section "411(d)(6)
     protected benefits" that must be preserved may be attached, and such
     a list would not be considered an amendment to the plan.
     
     11.1.3  This Plan will be recognized as a Prototype Plan by the
     Sponsor only by complying with the registration requirements as
     specified in the Adoption Agreement.
     
     11.2 Plan Amendment
     
     11.2.1  Except as provided in Section 11.2.2, no amendment pursuant
     to Section 11.1 shall:
     
     (A) authorize any part of the Trust Fund to be used for, or diverted
     to, purposes other than for the exclusive benefit of Participants or
     their Beneficiaries;
     
     (B)  decrease the accrued benefits of any Participant or his or her
     Beneficiary under the Plan; An amendment which has the effect of (1)
     eliminating or reducing an Early Retirement benefit or a retirement-
     type subsidy, or (2) eliminating an optional form of benefit
     payment, with respect to benefits attributable to service before the
     amendment shall be treated as reducing accrue benefits.  In the case
     of a retirement-type subsidy, the preceding sentence shall apply
     only with respect to a Participant who satisfies (either before or
     after the amendment) the preamendment conditions for the subsidy. 
     In general, a retirement-type subsidy is a subsidy that continues
     after retirement, but does not include a qualified disability
     benefit, a medical benefit, a social security supplement, a death
     benefit (including life insurance),  or a plant shutdown benefit
     (that does not continue after retirement age).
     
     (C)  reduced the vested percentage of any Participant determined
     without regard to such amendment as of the later of the date such
     amendment is adopted or the date it becomes effective;
     
     (D)  eliminate an optional form of benefit distribution with respect
     to benefits attributable to service before the amendment; or 
     
     (E)  change the vesting schedule, or in any way amend the Plan to
     either directly or indirectly affect the computation of a
     Participant's vested percentage, unless each Participant having no
     less than 3 years of Vesting Service is permitted to elect, within
     a reasonable period specified by the Administrator after the
     adoption of such amendment, to have his or her vested percentage
     computed without regard to such amendment.
     
     For Participants who do not have at least one Hour of Service in any
     Plan Year beginning after December 31, 1988, the preceding sentence
     shall be applied by substituting "5 Years of Vesting Service" for "3
     Years of Vesting Service" where such language appears.  The period
     during which the election may be made shall commence with the date
     the amendment is adopted and shall end on the later of :
     
     (i)  609 days after the amendment is adopted;
     
     (ii)  60 days after the amendment becomes effective; or 
     
     (iii)  60 days after the Participant is issued written notice by the
     Administrator.
     
     11.2.2  Anything contained in this Section 11.2 to the contrary
     notwithstanding, a Participant's benefit may be reduced to the
     extent permitted under Code Section 412(c)(8).
     
     11.3 Right of the Employer to Terminate Plan
     
     11.3.1  The Employer intends an expects that from year to year it
     will be able to and will deem it advisable to continue this Plan in
     effect and to make contributions as herein provided.  The Employer
     reserves the right, however, to terminate the Plan with respect to
     its Employees at any time by an instrument in writing delivered to
     the Administrator and the Trustee, or to completely discontinue its
     contributions thereto at any time.
     
     11.3.2  The Plan will also terminate: (A) if the Employer is a sole
     proprietorship, upon the death of the sole proprietor; (B) if the
     Employer is a partnership, upon termination of the partnership; (C)
     if the Employer is judicially declared bankrupt or insolvent; (D)
     upon the sale or other disposition of all or substantially all of
     the assets of the business; or (E) upon any other termination of the
     business.  Any successor to or purchaser of the Employer's trade or
     business, after any event specified in the prior sentence may
     continue the Plan in which case the successor or purchaser will
     thereafter be considered the Employer for purposes of the Plan. 
     Such a successor or purchaser shall execute an appropriate Adoption
     Agreement if and when requested by the Administrator.
     
     11.3.3  Anything contained herein to the contrary notwithstanding,
     if the Employer fails to attain or retain qualification of the Plan
     under Code Section 401(a), the Plan will not participate in this
     Prototype Plan and will, instead, be considered an individually
     designed plan for purposes of such qualification.
     
     11.4 Effect of Partial or Complete Termination or Complete
     Discontinuance of Contributions
     
     11.4.1  Determination of Date of Complete or Partial Termination.
     The date of complete or partial termination shall be established by
     the Administrator in accordance with the directions of the Employer
     (if then in existence) in accordance with applicable law.
     
     11.4.2  Effect of Termination.
     
     (A)  As of the date of a partial termination of the Plan:
     
     (i)  the accrued benefit of each affected Participant, to the extent
     funded, shall become nonforfeitable;
     
     (ii)  no affected Participant shall be granted credit based on Hours
     of Service after such date;
     
     (iii)  Compensation paid to affected Participants after such date
     shall not be taken into account; and
     
     (iv)  no contributions by affected Participants shall be required or
     permitted.
     
     (B) A of the date of the complete termination of the Plan or of a or
     a complete discontinuance of contributions:
     
     (i)  the accrued benefit of each affected Participant to the extent
     funded, shall become nonforfeitable;
     
     (ii)  no affected Participant shall be granted credit based on Hours
     of Service after such date;
     
     (iii)  Compensation paid after such date shall not be taken into
     account;
     
     (iv)  no contributions by affected Participants shall be required or
     permitted;
     
     (v)  no Eligible Employee shall become a Participant after such
     date; and
     
     (vi)  except as may otherwise be required by applicable law, all
     obligations of the Employer and Participating Affiliates to fund the
     Plan shall terminate.
     
     (C)  All other provisions of the Plan shall remain in effect unless
     otherwise amended.
     
     11.4.3  Upon the complete discontinuance of profit-sharing
     contributions under the Plan, at the Employer's election, either the
     Trust Fund shall continue to e held and distributed as if the Plan
     had not been terminated (in which case such Plan shall continue to
     be subject to all requirements under Title I of ERISA, and
     qualification requirements under the Code) or any and all assets
     remaining in the Trust Fund as of the date of such termination or
     discontinuance, together with any earnings subsequently accruing
     thereon, shall be distributed by the Trustee to the Participant at
     the Administrator's direction.  Upon the complete termination of the
     Plan, the Trust Fund shall be distributed to Participants within one
     year after the date of termination.
     
     If the Plan does not offer an annuity option (purchased from a
     commercial provider) and if the Employer or any Affiliate does not
     maintain another Defined Contribution Plan (other than an employee
     stock ownership plan as defined in Code Section 497(e)(7)) the
     Participant's benefit may, without the Participant's consent, be
     distributed to the Participant.  However, if any Affiliate maintains
     another Defined Contribution Plan (other than an employee stock
     ownership plan as defined in Code Section 4975(e)(7)), then the
     Participant's Account(s) will be transferred, without the
     Participant's consent, to the other plan if the Participant does not
     consent to an immediate distribution.  Distributions shall be made
     in compliance with the applicable provisions, including
     restrictions, of Articles VI and VII.  The Trust Fund shall continue
     in effect until all distributions therefrom are complete.  Upon the
     completion of such distributions, the Trustee shall be relieved from
     all further liability with respect to al amounts so paid or
     distributed.
     
     11.5 Bankruptcy
     
     In the event that the Employer shall at any time be judicially
     declared bankrupt or insolvent without any provisions being made for
     the continuation of this Plan, the Plan shall be completely
     terminated accordance with this Article XI.
     
     ARTICLE XII MISCELLANEOUS PROVISIONS
     
     12.1 Exclusive Benefit of Participants
     
     Notwithstanding anything in the Plan to the contrary, the Trust Fund
     shall be held for the benefit of all persons who shall be entitled
     to receive payments under the Plan.  Subject to Section 3.10, it
     shall be prohibited at any time for any part of the Trust Fund
     (other than such part as is required to pay expenses) to be used
     for, or diverted to, purposes other than for the exclusive benefit
     of participants or their Beneficiaries.
     
     12.2 Plan Not a Contract of Employment
     
     The Plan is not a contract of Employment, and the terms of
     Employment of any Employee shall not be affected in any way by the
     Plan or related instruments except as specifically provided therein.
     
     12.3 Action by Employer
     
     Any action by an Employer which is a corporation shall be taken by
     the board of directors of the corporation or any person or persons
     duly empowered to exercise the powers of the corporation with
     respect to the Plan.  In the case of an Employer which is a
     partnership, action shall be taken by any general partner of the
     partnership, and in the case of an Employer which is a sole
     proprietorship, action shall be taken by the sole proprietor.
     
     12.4 Source of Benefits
     
     Benefits under the Plan shall be paid or provided for solely from
     the Trust Fund, and neither the Employer, any Participating
     Affiliate, the Trustee, the Administrator, no any Investment Manager
     or insurance company shall assume any liability under the Plan
     therefor.
     
     12.5 Benefits Not Assignable
     
     Benefits provided under the Plan may not be assigned or alienated,
     either voluntarily or involuntarily.  In the event that a
     Participant or Beneficiary becomes individually liable with respect
     to any expenses listed in Section 8.5, the provision of Section
     401(a)(13) of the Code shall be applicable with respect to any claim
     the Plan may have against the Participant or Beneficiary
     individually with respect to such expenses.  The preceding sentence
     shall also apply to the creation, assignment or recognition of a
     right to any benefit payable with respect to a Participant pursuant
     to a"domestic relations order" (as defined in Code Section 414(p))
     unless such order is determined by the Administrator to be a
     "qualified domestic relations order" (as defined in Code Section
     414(p)) or, in the case of a "domestic relations order" entered 
     before January 1, 1985, if either payment of benefits pursuant to
     the order has commenced as of that date or the Administrator decides
     to treat such order as a "qualified domestic relations order" within
     the meaning of Code Section 414(p) even if it does not otherwise
     qualify as such.
     
     12.6 Domestic Relations Orders
     
     Any other provision of the Plan to the contrary notwithstanding, the
     Administrator shall have all powers necessary with respect to the
     Plan for the proper operation of Code Section 414(p) with respect to
     "qualified domestic relations order" (or domestic relations orders"
     treated as such) referred to in Section 12.5, including, but not
     limited to, the power to establish all necessary or appropriate
     procedures, to authorize the establishment of new accounts with such
     assets and subject to such investment control by the Administrator
     as the Administrator may deem appropriate, and the Administrator may
     decide upon and direct appropriate distributions therefrom.
     
     12.7 Claims Procedure
     
     In the event that a claim by a Participant, Beneficiary, or other
     person for benefits under the Plan is denied, the Administrator will
     so notify the claimant, giving the reasons for the denial.  This
     notice will also refer to the specific provisions of the Plan on
     which the denial was based, will specify whether any additional
     information is needed from the Participant or Beneficiary and will
     explain the review procedure.
     
     Within 60 days after receiving the denial, the claimant may submit,
     directly or through a duly authorized representative, a written
     request for reconsideration of the application to the Administrator. 
     Documents or records relied on by the claimant should be filed with
     the request.  The person making the request may review relevant
     documents and submit issues and additional comments in writing.
     
     The Administrator will review the claim within 60 days (or 120 days
     if a hearing is held because special circumstances exist) and
     provide a written response to the appeal.  The response will explain
     the reasons for the decision and will refer to the Plan provisions
     on which the decision is based.  The decision of the Administrator
     is the final one under this claims procedure.
     
     12.8 Records and Documents; Errors
     
     Participants and Beneficiaries must supply the Administrator with
     such personal history data as may be required by the Administrator
     in the operation of the Plan.  Proof of age, when required, must be
     established by evidence satisfactory to the Administrator, and the
     records of the Employer and Participating Affiliates concerning
     length of service and compensation may be accepted by the
     Administrator as conclusive for the purposes of the Plan.  Should
     any error in the records maintained under the Plan result in any
     Participant or Beneficiary receiving from the Plan more or less than
     he or she would have been entitled to receive had the records been
     correct, the Administrator, in its discretion, may correct such
     error and, as far as practicable, may adjust benefits in such manner
     that the aggregate value of the benefit under the Plan shall be the
     amount to which such Participant or Beneficiary was properly
     entitled.
     
     12.9 Benefits Payable to Minors, Incompetents and Others
     
     In the event any benefit is payable to a minor or to a Participant
     or Beneficiary declared incompetent by a court having jurisdiction
     over such matters and a guardian, committee, conservator or other
     legal representative of the estate of such a person is appointed,
     benefits to which he or she is entitled shall be paid to the legally
     appointed person.  The receipt by any such person to whom any such
     payment on behalf of any Participant or Beneficiary is made shall be
     a sufficient discharge thereof.
     
     12.10     Plan Merger or Transfer of Assets
     
     12.10.1  The merger or consolidation of the Employer with any other
     person, or the transfer of the assets of the Employer to any other
     person, or the merger of the Plan with any other plan shall not
     constitute a termination of the Plan if provision is made for the
     continuation of the Plan.
     
     12.10.2  The Plan may not merger or consolidate with, or transfer
     any assets or liabilities to, any other plan, unless each
     Participant would (if the Plan had then terminated) receive a
     benefit immediately after the merger, consolidation or transfer
     which is equal to or greater than the benefit he or she would have
     been entitled  to received immediately before the merger,
     consolidation or transfer (if the Plan had then terminated).  Any
     merger or consolidation shall not constitute a termination of a Plan
     or require the acceleration of vesting of Participant's Account
     Balances.
     
     12.11     Participating Affiliates
     
     12.11.1  With the consent of the Employer and by duly authorized
     action, any Affiliate may adopt the Plan.  Such Affiliate shall
     determine the classes of its Employees who shall be Eligible
     Employees and the amount of its contribution to the Plan on behalf
     of such Employees.
     
     12.11.2  With the consent of the Employer and by duly authorized
     action, a Participating Affiliate may terminate its participation in
     the Plan or withdraw from the Plan.  Any such withdrawal shall be
     deemed an adoption by such Participating Affiliate of a plan and
     trust identical to the Plan and the Trust, except that all
     references to the Employer shall be deemed to refer to such
     Participating Affiliate.  At such time and in such manner as the
     Employer directs the assets of the Trust allocable to Employees of
     such Participating Affiliate shall be transferred to the trust
     deemed adopted by such Participating Affiliate.
     
     12.11.4  A Participating Affiliate shall have no power with respect
     to the Plan except as specifically provided herein.
     
     12.12  Controlling Law
     
     The Plan is intended to qualify under Code Section 401(a) and to
     comply with ERISA, and its terms shall be interpreted accordingly. 
     Otherwise, to the extent not preempted by ERISA, the laws of the
     State of New York shall control the interpretation and performance
     of the terms of the Plan.
     
     12.13  Singular and Plural and Article and Section References
     
     As used in the Plan, the singular includes the plural, and the
     plural includes the singular, unless qualified by the context. 
     Titles of Articles and Sections of the Plan are for convenience of
     reference only and are to be disregarded in applying the provisions
     of the Plan.  Any reference is this Prototype Plan to an Article or
     Section is to the Article or Section so specified of the Prototype
     Plan, unless otherwise indicated.
     
     
     
     EXHIBIT 4.2
     
     
     MERRILL LYNCH
     
     ------------
     SPECIAL
     ------------
     
     PROTOTYPE DEFINED
     
     CONTRIBUTION PLAN
     
     ADOPTION AGREEMENT
     
                                                                        
                                                     
     
     401(K) PLAN
     
     EMPLOYEE THRIFT PLAN
     
     PROFIT-SHARING PLAN
     
     
     Letter Serial Number:  D359287b
     National Office Letter Date:  6/29/93
     
     
     This Prototype Plan and Adoption Agreement are important legal
     instruments with legal and  tax implications for which the Sponsor,
     Merrill Lynch, Pierce, Fenner & Smith Incorporated, does not assume
     responsibility.  The Employer is urged to consult with its own
     attorney with regard to the adoption of this Plan and its
     suitability to its circumstances.
     
     
     Adoption of Plan
     
     The Employer named below hereby establishes or restates a profit-
     sharing plan that includes a 401(K) (the "Plan") by adopting the
     Merrill Lynch Special Prototype Defined Contribution Plan and Trust
     as modified by the terms and provisions of this Adoption Agreement.
     
     Employer and Plan Information
     
     Employer Name:*  Chyron Corp.
     
     Business Address:  5 Hub Drive
                        Melville, NY  11747
     
     Telephone Number:  (516) 845-2069
     
     Employer Taxpayer ID Number:  11-2117385
     
     Employer Taxable Year ends on :  December 31st
     
     Plan Name:  Chyron Corp. 401(K) Plan
     
     Plan Number:  001
                                                                        
     401(K) Profit Thrift Sharing
     
     Effective Date of Adoption or Restatement: 01/01/95  
     
     Tax Reform Act of 1986 Restatement Date:                           
                                       
     Original Effective Date: 01/01/94                   
     
     If this Plan is a continuation or an amendment of a prior plan, all
     optional forms of benefits provided in the prior plans must be
     provided under this Plan to any Participant who had an account
     balance, whether or not vested in the prior plan.
                                                                        
                
     *If there are any Participating Affiliates in this Plan, list below
     the proper name of each Participating Affiliate.
     
     
               
     ARTICLE I.  Definitions
     
     A.  "Compensation"
     
     (1)  With respect to each Participant, except as provided below,
     Compensation shall mean the 401(K) and/or Thrift compensation for
     Code Section 415 safe-harbor purposes (as defined in Section 3.9.1
     (H)(i) of basic plan document #03) for the applicable period
     selected in Item 5 below.                                       
     
     (2)  Treatment of Elective Contributions for purposes of
     contributions, Compensation shall include Elective Deferrals and
     amounts excludable from the gross income of the Employee under Code
     Section 125, Code Section 402(e)(3), Code Section 402(h) or Code
     Section 403(b) ("elective contributions").
     
     (3)  CODA Compensation for purposes of the ADP and ACP Tests,
     Compensation shall include "elective contributions".
     
     (4)  With respect to Contributions to an Employer Contributions
     Account, Compensation shall include all Compensation during the Plan
     Year in which the Participants enters the Plan.
     
     (5)  The applicable period for determining Compensation shall be the
     Plan Year.
     
     B.  "Disability"
     
     (1)  Definition:
     Disability shall mean a condition which results in the Participant's 
     total and permanent inability to meet the requirements of the
     Participant's customary employment which can be expected to last for
     a continuous period of not less than 12 months.
     
     (2)  Contributions Due to Disability:
     no contributions to an Employer Contributions Account will be made
     on behalf of a Participant due to his or her Disability.
     
     C.  "Early Retirement"
     Early Retirement is not permitted.
     
     D.  "Eligible Employees"
     the following Employees are not eligible to participate in the Plan:
     
     Employees included in a unit of Employees covered by a collective
     bargaining agreement between the Employer or a Participating
     Affiliate and the Employee representatives (not including any
     organization more than half of whose members are Employees who are
     owners, officers, or executives of the Employer or Participating
     Affiliate) in the negotiation of which retirement benefits were the
     subject of good faith bargaining, unless the bargaining agreement
     provides for participation in the Plan.
     
     Non-resident aliens who received no earned income from the Employer
     or a Participant Affiliate which constitutes income from source
     within the United States.
     
     E.  "Entry Date"
     Entry Date shall mean the first day of the Plan Year and the first
     day of the seventh month of the Plan Year following the date the
     Employee meets the eligibility requirements.
     
     F.  "Hours of Service"
     Hours of Service for the purpose of determining a Participant's
     Period of Severance and Year of Service shall be determined on the
     basis of the method specified below:
     
     1.  Eligibility Service: For purposes of determining whether a
     Participant has satisfied eligibility requirements, the following
     method shall be used 401(k) and/or Thrift elapse time period.
     
     2.  Vesting Service: A Participant's nonforfeitable interest shall
     be determined on the basis of hourly records method.
     
     3.  Hourly Records:  For the purpose of determining Hours of Service
     under the hourly record method only actual hours for which an
     Employee is paid or entitled to payment shall be counted.
     
     G.  "Integration Level"
     This Plan is not integrated with Social Security.
     
     H.  "Limitation Compensation"
     For purposes of Code Section 415, Limitation Compensation shall be
     compensation as determined for purposes of Code Section 415 Safe-
     Harbor as defined in Section 3.9.1(H)(i) of basic plan document #03.
     
     I.  "Limitation Year"
     For purposes of Code Section 415, the Limitation Year shall be the
     Plan Year.
     
     J.  "Net Profits"
     Net Profits are not necessary for any contribution.
     
     K. "Normal Retirement Age"
     Normal Retirement Age shall be attainment of age 65 (not more than
     65) by the Participant.
     
     L.  "Participant Directed Assets"
     Participant Directed Assets are premitted.
     
     M.  "Plan Year"
     The Plan Year shall end on the 31st day of December.
     
     N.  "Predecessor Service"
     Predecessor service will be credited only as required by the Plan.
     
     O.  "Valuation Date"
     The Valuation Date shall mean Daily.
     
     
     ARTICLE II.  Participation
     
     Participation Requirements:
     An Eligible Employee must meet the following requirements to become
     a Participant.  Attainment of age 18 (maximum 20 1/2) and completion
     of 1/4 (not more than 1/2) Years of Service.  If this is selected no
     Hours of Service shall be counted for 401(k) and/or Thrift.
     
     Each Employee who is an Eligible Employee on 01/01/94 will be deemed
     to have satisfied the participation requirements on the effective
     date without regard to such Eligible Employee's actual age and/or
     service for 401(k) and/or Thrift.
     
     
     ARTICLE III.  401(K) Contributions and Account Allocation
     
     A.  Elective Deferrals: 
     If selected below, a Participant's Elective Deferrals will be a
     dollar amount or a percentage of Compensation, as specified by the
     Participant on his or her 401(k) Election form, which may not exceed
     20% of his or her Compensation.
     
     B. Matching 401(k) Contributions: 
     If selected below, the Employer may make Matching 401(k)
     Contributions for each Plan Year:
     
     Discretionary Formula:  Discretionary Matching 401(k) Contribution
     equal to such a dollar amount or percentage of Elective Deferrals,
     as determined by the Employer, which shall be allocated in an amount
     not to exceed 10% of each Participant's first 4% of Compensation
     contributed as Elective Deferrals for the Plan Year.  If any
     Matching 401(k) Contribution remains, it is allocated to each such
     Participant in an amount not to exceed _____% of the next _____% of
     each Participant's Compensation contribution as Elective Deferrals
     for the Plan Year.
     
     C.  Participants Eligible for Matching 401(K) Contribution
     Allocation:
     The following Participants shall be eligible for an allocation to
     their Matching 401(k) Contributions Account.  Any Participant who
     makes Elective Deferrals.
     
     D.  Qualified Matching Contributions:
     If selected below, the Employer may make Qualified Matching
     Contributions for each Plan year:
     
     1.  In its discretion, the Employer may make Qualified Matching
     Contributions on behalf of only those Participants who are Nonhighly
     Compensated Employees and who make Elective Deferrals for that Plan
     Year.
     
     2.  Qualified Matching Contributions will be contributed and
     allocated to each Participant in an amount equal to such an amount,
     determined by the Employer, which is needed to meet the ACP Test.
     
     3.  In its discretion, the Employer may elect to designate all or
     any part of Matching 401(k) Contributions as Qualified Matching
     contributions that are taken into account as Elective Deferrals --
     included in the ADP Test and excluded from the ACP Test -- on behalf
     of only Participants who are Nonhighly Compensated Employees who
     make Elective Deferrals for that Plan Year.
     
     E.  Qualified Nonelective Contributions:
     If selected below, the Employer may make Qualified Nonelective
     Contributions for each Plan Year:
     
     1.  In its discretion, the Employer may make Qualified Nonelective
     contributions on behalf of only Eligible Participants who are
     Nonhighly Compensated Employees.
     
     2.  Qualified Nonelective Contributions will be contributed and
     allocated to each Eligible Participant in an amount equal to such an
     amount determine by the Employer, which is needed to meet either the
     ADP Test or ACP Test.
     
     3.  At the discretion of the Employer, as needed and t taken into
     account as Elective Deferrals included in the ADP Test on behalf of
     only those Eligible Participants who are Nonhighly Compensated
     Employees.
     
     F.  Elective Deferrals used in ACP Test:
     At the discretion of the Employer, Elective Deferrals may be used to
     satisfy the ACP Test.
     
     G.  Making and Modifying a 401(k) Election:
     An Eligible Employee shall be entitled to increase, decrease or
     resume his or her Elective Deferral percentage with the following
     frequency during the Plan year - quarterly.
     
     Any such increase, decrease or resumption shall be effective as of
     the first payroll period coincident with or next following the first
     day of each period set forth above.  A Participant may completely
     discontinue making Elective Deferrals at any time effective for the
     payroll period after written notice is provided to the
     Administrator.
     
     
     ARTICLE IV.  Profit-Sharing Contributions and Account Allocation
     
     A.  Profit-Sharing contributions:  N/A
     B.  Allocation of Contributions to Employer Contributions Account: 
         N/A
     C.  Participant Eligible for Employer Contribution Allocation: N/A
     
     
     ARTICLE V.  Thrift Contributions
     
     A.  Employee Thrift Contributions:  N/A
     B.  Matching and modifying an Employee Thrift Contribution Election: 
         N/A
     C.  Thrift Matching Contributions: N/A
     D.  Qualified Matching Contributions: N/A
     
     
     ARTICLE VI.  Participant Contributions
     
     Participant Voluntary Nondeductible Contributions:
     Participant Voluntary Nondeductible Contributions are not permitted.
     
     
     ARTICLE VII.  Vesting
     
     A.  Employer Contribution Accounts:
     
     1.  A Participant shall have a vested percentage in his or her
     Profit-Sharing Contributions, Matching 401(k) Contributions and/or
     Matching Thrift Contributions, if applicable, in accordance with the
     following schedule:
     
     100% vesting immediately upon participation. Grading Vesting
     Schedule: 33-1/2% after 1 year of Vesting Service; 67% after 2 years
     of Vesting Service; 100% (not less than 20%) after 3 years of
     Vesting Service.
     
     2.  Top Heavy Plan.  Vesting Schedule is 100% vesting immediately
     upon participation.  33 1/2% after 1 year of Vesting Service; 67%
     (not less than 20%) after 2 years of Vesting Service; 100% (not less
     than 40%) after 3 years of Vesting Service.
     
     Top Heavy Ratio:
     
     If the adopting Employer maintains or has ever maintained a
     qualified defined benefit plan, for purposes of establishing present
     value to compute the top-heavy ratio, any benefit shall be
     discontinued only for mortality and interest based o in the
     following:
     
     Interest Rate:  8%
     Mortality Table:  Up '84
     
     For purposes of computing the top-heavy ration, the valuation ate
     shall be the last business day of each Plan Year.
     
     B.  Allocation of Forfeitures:  N/A
     
     C.  Vesting Service:
     For purposes of determining Years of Service for Vesting Service all
     Years of Service shall be included.
     
     
     ARTICLE VIII.  Deferral of Benefit Distributions, In-Service
     Withdrawals and Loans
     
     A.  Deferral of Benefit Distribution: N/A
     
     B.  In-Service Distributions:
     In-Service distributions may be made from any of the Participant's
     vested Accounts, at any time upon or after the occurrence of the
     following events:  A Participant's attainment of age 59-1/2 or due
     to hardships as defined in Section 5.9 of the Plan.
     
     C.  Loans:
     Loans are permitted.
     
     
     
     ARTICLE IX  Group Trust
     
     Group Trust:  N/A
     
     
     ARTICLE X.  Miscellaneous
     
     A.  Identification of Sponsor:
     The address and telephone number of the Sponsor's authorized
     representative is 800 Scudders Mill Road, Plainsboro, new Jersey
     08536; (609) 282-2272.  This authorized representative can answer 
     inquiries regarding the adoption of the Plan, the intended meaning
     of any Plan provisions, an the effect of the opinion letter.
     
     The Sponsor will inform the adopting Employer of any amendments made
     to the Plan or the discontinuance or abandonment of the Plan.
     
     B.  Plan Registration:
     
     1.  Initial Registration:  This plan must be registered with the
     Sponsor, Merrill Lynch, Pierce, Fenner & Smith Incorporate, in order
     to be considered a Prototype Plan by the Sponsor.  Registration is
     required so that the Sponsor is able to provide the Administrator
     with documents, forms and announcements relating to the
     administration of the Plan with Plan amendments and other documents,
     all of which relate to administering the Plan in accordance with
     applicable law and maintaining compliance of the Plan with the law.
     
     The Employer must complete and sign the Adoption Agreement.  Upon
     receipt of the Adoption Agreement, the Plan will be registered as a
     Prototype Plan of Merrill Lynch, Pierce, Fenner & Smith
     Incorporated.  The Adoption Agreement will be countersigned by an
     authorized representative and a copy of the countersigned Adoption
     Agreement will be return to the Employer.
     
     2.  Registration Renewal:  Annual registration renewal is required
     in order for the employer to continue to receive any and all
     necessary updating documents.  there is an annual registration fee
     in the amount set forth with the initial registration material.  The
     adopting Employer authorizes Merrill Lynch, Pierce, Fenner & Smith
     Incorporated, to debit the account established for the plan for
     payment of agreed upon annual fee; provided, however, if the assets
     of an account are invested solely in Participant-Directed Assets, a
     notice for this annual fee will be sent to the Employer annually. 
     The sponsor reserves the right to change this fee from time to time
     an will provide notice in advance of any change.
     
     C. Prototype Replacement Plan:  This Adoption Agreement is a
     replacement prototype plan for the (1) Merrill Lynch Special
     Prototype Defined Contribution Plan and Trust - 401(k) Plan #03-004
     and Merrill Lynch Asset Management, Inc., Special prototype Defined
     Contribution Plan and Trust - 401(k) Plan Adoption Agreement #03-
     004.
     
     D.  Reliance:  The adopting Employer may not rely on the opinion
     letter issued by the National Office of the Internal Revenue Service
     as evidence that this Plan is qualified under Code Section 401. In
     order t obtain reliance, the Employer must apply to the appropriate
     key District Director of the Internal Revenue Service for a
     determination letter with respect to the Plan.
     
     
     EMPLOYER'S SIGNATURE
     
     Name of Employer:  Chyron corporation
     
     
     By:  /s/ Patricia Lampe
                 Patricia Lampe
     Title:  Chief Financial Officer
     
     Date:  August 25, 1995
     
     
     TO BE COMPLETED BY MERRILL LYNCH:
     
     Sponsor Acceptance:
     
     Subject to the terms and conditions of the Prototype Plan and this
     Adoption Agreement, this Adoption Agreement is accepted by Merrill
     Lynch, Pierce, Fenner & Smith Incorporated as the Prototype Sponsor.
     
     
     TRUSTEE(S) SIGNATURE
     
     This Trustee Acceptance is to be completed only if the Employer
     appoints one or more Trustees and does not appoint Merrill Lynch
     Trust Company as Trustee.
     
     The undersigned hereby accepts all of the terms, conditions, and
     obligations of appointment as Trustee under the Plan.  If the
     Employer has elected a Group Trust in this Adoption Agreement, the
     undersigned Trustee(s) shall be the Trustee(s) of the Group Trust.
     
     AS TRUSTEE:
     
     /s/ Patricia Lampe
         Patricia Lampe
     
     
     
     
     EXHIBIT 5.1 AND 23.3
     
     
     April 8, 1998
     
     
     Chyron Corporation
     5 Hub Drive
     Melville, New York 11747
     
     Gentlemen:
     
     You have requested our opinion in connection with the Registration
     Statement on Form S-8 (the "Registration Statement") to be filed by
     Chyron Corporation (the "Company") with the Securities and Exchange
     Commission pursuant to the Securities Act of 1933, as amended, for
     registration under said Act of an additional 7,000,000 shares of
     common stock (the "Shares") in connection with the Company's 1995
     401(k) Plan, as amended (the "Plan").
     
     As counsel for the Company, we have examined such records, documents
     and questions of law as we have deemed appropriate for the purposes
     of this opinion and, on the basis thereof, advise you that in our
     opinion the Shares to be issued by the Company as a result of the
     exercise, if any, of the options under the Plan will be legally
     issued and outstanding and fully paid and non-assessable when issued
     upon proper exercise.
     
     We hereby consent to the filing of this opinion as an Exhibit to the
     Registration Statement.
     
     Very truly yours,
     
     
     Camhy Karlinsky & Stein LLP
     
     
     
     
     EXHIBIT 5.2
     
     
     Internal Revenue Service
     District Director
     G.P.O. Box 1680
     Brooklyn, NY  11202
     
     September 29, 1995
     
     Chyron Corporation
     5 Hub Drive
     Melville, NY  11747
     
     Employer Identification Number:  11-2117385
     File Folder Number:  113032288
     Person to Contact:  John Liljehult
     Contact Telephone Number: (718) 488-2411
     Plan Name:  Chyron Corp 401K Plan
     Plan Number:  001
     
     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 June
     22, 1994.
     
     This plan has been mandatorily disaggregated, permissively
     aggregated, or restructured to satisfy the nondiscrimination
     requirements.
     
     This letter is issued under Rev. Proc. 93-39 and considers the
     amendments required by the Tax Reform Act of 1986 except as
     otherwise specified in this letter.
     
     This plan satisfies the nondiscriminatory current availability
     requirements of section 1.401(a)(4)-4)b_ of the regulations with
     respect to those benefits, rights, and features t hat are currently
     available to all employees in the plan's coverage group.  For this
     purpose, the plan's coverage group consists of those employees
     treated as currently benefiting for purposes of demonstrating that
     the plan satisfies the minimum coverage requirements of section
     410(b) of the Code.
     
     This letter may not be relied upon with respect to whether the plan
     satisfies the qualification requirements as amended by the Uruguay
     Round Agreements Act, Publ. L. 103-465.
     
     We have sent a copy of this letter to your representative as
     indicated in the power of attorney.
     
     If you have any questions concerning this matter, please contact the
     person whose name and telephone number are shown above.
     
     Sincerely yours,
     
     
     Herber J. Huff
     District Director
     
     Enclosures:
     Publication 794
     
     
     
     
     EXHIBIT 23.1
     
     
     CONSENT OF INDEPENDENT AUDITORS
     
     We hereby consent to the incorporation by reference in the
     Registration Statement on Form S-8 of our report dated January 29,
     1998 appearing on page 23 of Chyron Corporation's Annual Report on
     Form 10-K for the year ended December 31, 1997.
     
     
     PRICE WATERHOUSE
     
     New York, New York
     April 17, 1998