SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM S-8

                          REGISTRATION STATEMENT
                     UNDER THE SECURITIES ACT OF 1933
                               _____________
                                     
                               NEWCOR, INC.
                                     
           (Exact name of registrant as specified in its charter)

                                 Delaware
      (State or other jurisdiction of incorporation or organization)
                                     
                                38-0865770
                    (I.R.S. Employer Identification No.)

      1825 S. Woodward, Suite 240, Bloomfield Hills, Michigan 48302,
                              (810) 253-2400
                                     
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

                                  NEWCOR
                               SAVINGS PLAN
                         (Full title of the plan)
                                     
                             W. John Weinhardt
                   President and Chief Executive Officer
                               Newcor, Inc.
                        1825 S. Woodward, Suite 240
                     Bloomfield Hills, Michigan 48302
                               (810) 253-2400
  (Name, address, including zip code, and telephone number, including area
                        code, of agent for service)
                               _____________
                                     
                                 Copy to:
                           Karen A. McCoy, Esq.
                Miller, Canfield, Paddock and Stone, P.L.C.
                      150 West Jefferson, Suite 2500
                          Detroit, Michigan 48226
                               (313) 963-6420
                                     
                      CALCULATION OF REGISTRATION FEE


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


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

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

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

                                  PART II
                                     
                 INFORMATION REQUIRED IN THE REGISTRATION
                                 STATEMENT


Item 3.  Incorporation of Documents by Reference.

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


Item 4.  Description of Securities.

     Not applicable.


Item 5.  Interests of Named Experts and Counsel.

     Not applicable.


Item 6.  Indemnification of Directors and Officers.

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

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

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

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

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

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

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

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

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

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

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

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


Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The following exhibits are furnished with this Registration Statement:

          Exhibit No.              Description

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

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

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

                              (4)(c)         Amended and Restated Newcor
                         Savings Plan dated January 1, 1995.

                              (4)(c)(i)      Nonstandardized Adoption
                         Agreement of the Prototype Cash or Deferred Profit-
                         Sharing Plan and Trust Sponsored by American Funds
                         Distributors, Inc. dated April 1, 1996

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

                              (5)(b)         Internal Revenue Service
                         Determination Letter, dated March 25, 1996

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

          (15)           (not applicable)

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

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

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

          (25)           (not applicable)

                              (28)           (not applicable)


Item 9.   Undertakings.

     The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration
     statement:

                    (i)  To include any prospectus required by
          Section 10(a)(3) of the Securities Act of 1933;

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

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

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

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

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

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

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

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

                    NEWCOR, INC.

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


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

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

                         NEWCOR SAVINGS PLAN

                         By: /s/ Fred Davenport
Fred Davenport
                              Plan Administrator



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

                               EXHIBIT INDEX


    Exhibit No.                  Description


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

               (4)(a)(i) Certificate of Amendment to Restated Certificate
               of Incorporation of Registrant, filed with the Delaware
               Secretary of State on March 31, 1992 (Filed as Exhibit
               (4)(a)(i) to Registrant's registration statement on Form S-
               8 filed December 15, 1993 (Registration No. 33-72906) and
               incorporated herein by reference)
               (4)(b)    By Laws of Registrant as amended to date (Filed
               as Exhibit 3(b) to Registrant's Report on Form 10-K for the
               fiscal year ended October 31, 1990 (File number 1-5985) and
               incorporated herein by reference)

               (4)(c)    Amended and Restated Newcor Savings Plan dated
               January 1, 1995.

               (4)(c)(i) Nonstandardized Adoption Agreement of the
               Prototype Cash or Deferred Profit-Sharing Plan and Trust
               Sponsored by American Funds Distributors, Inc. dated April
               1, 1996

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

               (5)(b)    Internal Revenue Service Determination Letter,
               dated March 25, 1996

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

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

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

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

                            September 27, 1996


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

Gentlemen:

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

     1.   The Registered Shares have been legally authorized.

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

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


                         Very truly yours,

                         MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.
                                                     Exhibit 5(b)


INTERNAL REVENUE SERVICE                     DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P.O. BOX 2508
CINCINNATI, OH  45201              Employer Identification Number:
                                        38-0865770
Date:  MAR 25 1996                 DLN:
                                        385188000
NEWCOR, INC.                       Person to Contact:
1825 S. WOODWARD, SUITE 240             BRYAN HOWARD
BLOOMFIELD HILLS, MI  48302        Contact Telephone Number:
                                        (513) 684-3347
                                   Plan Name:
                                        SAVINGS PLAN

                                   Plan Number:  006

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 amendment(s) adopted
on December 27, 1994.

     This determination letter is also applicable for the amendment(s)
adopted on December 1, 1989.

     This plan satisfies the nondiscrimination in amount requirement of
section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-
based safe harbor described in the regulations.

     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 that 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, Pub. L. 103-465.

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

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

                              Sincerely yours,

                              /s/ C. Ashley Bullard

                              C. Ashley Bullard
                              District Director

Enclosures:
Publication 794
Reporting & Disclosure Guide
  for Employee Benefit Plans
                                                    Exhibit 23 (b)

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

We also consent to the incorporation by reference in this registration
statement on Form S-8 of our report dated August 20, 1996, on our audit of
the financial statements of the Newcor, Inc. Savings Plan for Employees
for the year ended December 31, 1995.

COOPERS & LYBRAND L.L.P.

Detroit, Michigan
September 27, 1996

                                             Exhibit 4(c)








              PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN
                                 AND TRUST


                               Sponsored By
                                     
                     AMERICAN FUNDS DISTRIBUTORS, INC.
                                     
                          BASIC PLAN DOCUMENT #03


















                                                  November 1993








COPYRIGHT 1993   McKAY HOCHMAN CO., INC.


THIS  DOCUMENT  IS COPYRIGHTED UNDER THE LAWS OF THE UNITED STATES.   ITS  USE,
DUPLICATION  OR  REPRODUCTION,  INCLUDING  THE  USE  OF  ELECTRONIC  MEANS,  IS
PROHIBITED BY LAW WITHOUT THE EXPRESS CONSENT OF THE AUTHOR.


TABLE OF CONTENTS

   PARAGRAPH
                                     
                                 ARTICLE I
                                DEFINITIONS

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


                                ARTICLE II
                         ELIGIBILITY REQUIREMENTS

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

                                ARTICLE III
                          EMPLOYER CONTRIBUTIONS

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

                                ARTICLE IV
                          EMPLOYEE CONTRIBUTIONS

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

                                 ARTICLE V
                           PARTICIPANT ACCOUNTS

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

                                ARTICLE VI
                   RETIREMENT BENEFITS AND DISTRIBUTIONS

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

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

                               ARTICLE VIII
                  JOINT AND SURVIVOR ANNUITY REQUIREMENTS

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

                                ARTICLE IX
                                  VESTING

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

                                 ARTICLE X
                      LIMITATIONS ON ALLOCATIONS AND
                        ANTIDISCRIMINATION TESTING

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

                                ARTICLE XI
                              ADMINISTRATION

     11.1      Plan Administrator
     11.2      Trustee
     11.3      Recordkeeper
     11.4      Administrative Fees And Expenses
     11.5      Division Of Duties And Indemnification

                                ARTICLE XII
                                TRUST FUND

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

                               ARTICLE XIII
                                INVESTMENTS
     13.1      Fiduciary Standards
     13.2      Funding Arrangement
     13.3      Investment Alternatives Of The Trustee
     13.4      Participant Loans
     13.5      Employer Investment Direction
     13.6      Employee Investment Direction
     13.7      Appointment Of Additional Trustee And
                 Allocation Of Responsibilities Thereto

                                ARTICLE XIV
                           TOP-HEAVY PROVISIONS

     14.1      Applicability Of Rules
     14.2      Minimum Contribution
     14.3      Minimum Vesting
     14.4      Limitations On Allocations


                                ARTICLE XV
                         AMENDMENT AND TERMINATION

     15.1      Amendment By Sponsor
     15.2      Amendment By Employer
     15.3      Termination
     15.4      Qualification Of Employer's Plan
     15.5      Mergers And Consolidations
     15.6      Resignation And Removal
     15.7      Qualification Of Prototype


                          ARTICLE XVI
               ELAPSED TIME RULES AND DEFINITIONS

     16.1      Application
     16.2      Hour Of Service
     16.3      Service Or Period Of Service
     16.4      Year Of Service
     16.5      Period Of Severance
     16.6      Break In Service
     16.7      Parental Leave
     16.8      Computation Period
     16.9      Allocating Employer Contributions

                          ARTICLE XVII
                         GOVERNING LAW

                                     
         PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN AND TRUST
                                     
                               Sponsored By
                                     
                     AMERICAN FUNDS DISTRIBUTORS, INC.

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

                                 ARTICLE I
                                     
                                DEFINITIONS

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

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

Employer contributions on behalf of any Participant shall include:

     (c)  any  Elective  Deferrals made pursuant to the  Participant's
          deferral election, including Excess Elective Deferrals,  but
          excluding  Elective  Deferrals that are  either  taken  into
          account  in  the Contribution Percentage test (provided  the
          ADP  test  is  satisfied both with and without exclusion  of
          these  Elective Deferrals) or are returned as excess  Annual
          Additions, and
     
     (d)  at  the  election  of  the Employer, Qualified  Non-Elective
          Contributions and Qualified Matching Contributions.
     
For  purposes  of  computing Actual Deferral Percentages, an  Employee  who
would be a Participant but for the failure to make Elective Deferrals shall
be treated as a Participant on whose behalf no Elective Deferrals are made.

1.2   Adoption Agreement  The document included with this Plan by which  an
Employer  elects to establish a qualified retirement plan and  trust  under
the terms of this Prototype Plan and Trust.

1.3  Aggregate Limit  The sum of:

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

Alternatively,  the aggregate limit can be determined by substituting  "the
lesser  of  200%  or  two percent plus" for "125% of"  in  (a)  above,  and
substituting "125% of" for "the lesser of 200% or two percent plus" in  (b)
above.

1.4   Allocation Date(s)  The date or dates on which Participant's accounts
are adjusted in accordance with Article V.

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

     (a)  Employer Contributions,
     
     (b)  Employee Contributions (under Article IV),
     
     (c)  forfeitures,
     
     (d)  allocations under a Simplified Employee Pension Plan,

     (e)  amounts  allocated  after March 31, 1984  to  an  individual
          medical account as defined in Code Section 415(l)(2),  which
          is  part  of  a  pension or annuity plan maintained  by  the
          Employer (these amounts are treated as Annual Additions to a
          Defined  Contribution Plan though they arise under a Defined
          Benefit Plan), and
     
     (f)  amounts  derived  from contributions paid or  accrued  after
          1985,  in taxable years ending after 1985, which are  either
          attributable  to post-retirement medical benefits  allocated
          to  the  account  of a Key Employee or to a Welfare  Benefit
          Fund  maintained by the Employer, are also treated as Annual
          Additions  to a Defined Contribution Plan.  For purposes  of
          this  paragraph, an Employee is a Key Employee if he or  she
          meets  the requirements of paragraph 1.44 at any time during
          the  Plan Year or any preceding Plan Year.  Welfare  Benefit
          Fund is defined at paragraph 1.91.

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

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

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

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

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

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

1.11  Break  In Service  A 12-consecutive month period during which  an  Em
ployee fails to complete more than 500 Hours of Service.
1.12 Code  The Internal Revenue Code of 1986, including any amendments.

1.13  Compensation  The Employer may select one of the following two  safe-
harbor  definitions  of  Compensation in the  Adoption  Agreement.   Unless
otherwise  specified  in  the Adoption Agreement, Compensation  shall  only
include  amounts earned while a Participant if Plan Year is chosen  as  the
determination period.

     (a)  Code  Section  3401(a) Wages.  Compensation  is  defined  as
          wages  within  the meaning of Code Section 3401(a)  for  the
          purposes of Federal income tax withholding at the source but
          determined  without  regard to  any  rules  that  limit  the
          remuneration  included  in wages  based  on  the  nature  or
          location  of the employment or the services performed  [such
          as  the  exception for agricultural labor  in  Code  Section
          3401(a)(2)].
     
     (b)  Code  Section 415 Compensation.  Compensation is defined  as
          Code  Section  415 Compensation which is:   a  Participant's
          Earned  Income,  wages, salaries, and fees for  professional
          services  and  other  amounts received  (without  regard  to
          whether  or  not  an  amount is paid in cash)  for  personal
          services actually rendered in the course of employment  with
          the  Employer  maintaining the Plan to the extent  that  the
          amounts  are includible in gross income [including, but  not
          limited  to,  commissions  paid salesmen,  Compensation  for
          services   on   the  basis  of  a  percentage  of   profits,
          commissions  on  insurance premiums, tips,  bonuses,  fringe
          benefits  and  reimbursements or  other  expense  allowances
          under a nonaccountable plan (as described in Regulation 1.62-
          2(c)], and excluding the following:

          1.   Employer  contributions  to  a  plan  of  deferred
               compensation  which  are  not  includible  in  the
               Employee's  gross income for the taxable  year  in
               which contributed, or Employer contributions under
               a   Simplified  Employee  Pension  Plan   or   any
               distributions    from   a   plan    of    deferred
               compensation,
     
          2.   amounts  realized  from the  exercise  of  a  non-
               qualified  stock option, or when restricted  stock
               (or  property) held by the Employee either becomes
               freely transferable or is no longer subject  to  a
               substantial risk of forfeiture,
     
          3.   amounts realized from the sale, exchange or  other
               disposition  of stock acquired under  a  qualified
               stock option, and
     
          4.   other amounts which received special tax benefits,
               or  contributions made by the Employer (whether or
               not  under  a salary reduction agreement)  towards
               the  purchase of an annuity contract described  in
               Code   Section   403(b)  (whether   or   not   the
               contributions  are  actually excludible  from  the
               gross income of the Employee).

          
For  purposes  of  applying  the limitations of  Article  X  and  Top-Heavy
Minimums,  the  definition  of  Compensation  shall  be  Code  Section  415
Compensation  described in this paragraph 1.13(b). Also,  for  purposes  of
applying  the limitations of Article X, Compensation for a Limitation  Year
is  the Compensation actually paid or made available during such Limitation
Year.    Notwithstanding  the  preceding  sentence,  Compensation   for   a
Participant in a defined contribution plan who is permanently and   totally
disabled  [as  defined in Code Section 22(e)(3)] is the  Compensation  such
Participant  would have received for the Limitation Year if the Participant
had  been paid at the rate of Compensation paid immediately before becoming
permanently  and  totally  disabled.  Such  imputed  Compensation  for  the
disabled  Participant may be taken into account only if the participant  is
not  a Highly Compensated Employee [as defined in Code Section 414(q)]  and
contributions  made  on behalf of such Participant are nonforfeitable  when
made.

If   the   Employer  fails  to  pick  the  determination  period   in   the
Nonstandardized  Adoption  Agreement #002, the Plan  Year  shall  be  used.
Unless  otherwise  specified  by the Employer in  the  Adoption  Agreement,
Compensation  shall be determined as provided in Code Section  3401(a)  [as
defined  in this paragraph 1.13(a)].  In Nonstandardized Adoption Agreement
#002,  the  Employer  may  choose to eliminate  or  exclude  categories  of
Compensation  which  do  not  violate  the  provisions  of  Code   Sections
401(a)(4), 414(s) the regulations thereunder and Revenue Procedure 89-65.

Beginning with 1989 Plan Years, the annual Compensation of each Participant
which may be taken into account for determining all benefits provided under
the  Plan  (including benefits under Article XIV) for any  year  shall  not
exceed the limitation as imposed by Code Section 401(a)(17) and as adjusted
under  Code  Section  415(d).   In  determining  the  Compensation   of   a
Participant  for  purposes of this limitation, the rules  of  Code  Section
414(q)(6)  shall  apply, except in applying such rules, the  term  "family"
shall include only the Spouse of the Participant and any lineal descendants
of  the Participant who have not attained age 19 before the end of the Plan
Year.  If, as a result of the application of such rules the adjusted annual
Compensation  limitation,  as  imposed  by  Code  Section  401(a)(17),   is
exceeded,  then  (except  for  purposes  of  determining  the  portion   of
Compensation  up  to  the  integration level  if  this  Plan  provides  for
permitted disparity),  the limitation shall be prorated among the  affected
individuals  in  proportion  to  each  such  individual's  Compensation  as
determined under this section prior to the application of this limitation.

If a Plan has a Plan Year that contains fewer than 12 calendar months, then
the  annual  Compensation limit for that period is an amount equal  to  the
limitation  as  imposed  by Code Section 401(a)(17)  as  adjusted  for  the
calendar  year  in which the Compensation period begins,  multiplied  by  a
fraction, the numerator of which is the number of full months in the  short
Plan  Year  and  the denominator of which is 12.  If Compensation  for  any
prior  Plan  Year  is  taken  into account  in  determining  an  Employee's
contributions or benefits for the current year, the Compensation  for  such
prior year is subject to the applicable annual Compensation limit in effect
for  that prior year.  For this purpose, for years beginning before January
1,  1990,  the applicable annual Compensation limit is $200,000.  For  Plan
Years  beginning  on or after January 1, 1994, the annual  Compensation  of
each  Participant taken into account for determining all benefits  provided
under the Plan for any Plan Year shall not exceed $150,000, as adjusted for
increases in the cost-of-living in accordance with Code Section 401(a)(17).
The  cost-of-living adjustment in effect for a calendar year applies to any
determination period beginning in such calendar year.

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

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

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

Contribution Percentage Amounts on behalf of any Participant shall include:

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

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

1.15 Custodian  The Trustee shall serve as Custodian.

1.16 Defined Benefit Plan  A Plan under which a Participant's benefit is de
termined by a formula contained in the plan and no individual accounts  are
maintained for Participants.

1.17 Defined Benefit (Plan) Fraction  A fraction, the numerator of which is
the  sum  of  the  Participant's Projected Annual Benefits  under  all  the
Defined  Benefit  Plans  (whether  or not  terminated)  maintained  by  the
Employer, and the denominator of which is the lesser of 125 percent of  the
dollar  limitation determined for the Limitation Year under  Code  Sections
415(b)  and  (d)  or  140  percent  of the  Highest  Average  Compensation,
including any adjustments under Code Section 415(b).

Notwithstanding the above, if the Participant was a Participant as  of  the
first day of the first Limitation Year beginning after 1986, in one or more
Defined Benefit Plans maintained by the Employer which were in existence on
May  6,  1986, the denominator of this fraction will not be less  than  125
percent  of  the  sum  of the annual benefits under such  plans  which  the
Participant  had  accrued  as  of the close of  the  last  Limitation  Year
beginning before 1987, disregarding any changes in the terms and conditions
of  the plan after May 5, 1986.  The preceding sentence applies only if the
Defined  Benefit  Plans  individually and in the  aggregate  satisfied  the
requirements of Section 415 for all Limitation Years beginning before 1987.

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

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

1.20  Defined  Contribution (Plan) Fraction  A fraction, the  numerator  of
which is the sum of the Annual Additions to the Participant's account under
all  the  Defined Contribution Plans (whether or not terminated) maintained
by  the  Employer for the current and all prior Limitation Years (including
the  Annual  Additions  attributable  to  the  Participant's  nondeductible
Employee  contributions  to  all  Defined Benefit  Plans,  whether  or  not
terminated,   maintained  by  the  Employer,  and  the   Annual   Additions
attributable  to  all Welfare Benefit Funds, as defined in paragraph  1.91,
individual  medical  accounts  as defined in  Code  Section  415(l)(2)  and
Simplified  Employee Pension Plans as defined in paragraph 1.77, maintained
by  the  Employer), and the denominator of which is the sum of the  maximum
aggregate amounts for the current and all prior Limitation Years of service
with  the  Employer (regardless of whether a Defined Contribution Plan  was
maintained  by  the  Employer).   The  maximum  aggregate  amount  in   the
Limitation  Year  is  the lesser of 125 percent of  the  dollar  limitation
determined under Code Sections 415(b) and (d) in effect under Code  Section
415(c)(1)(A) or 35 percent of the Participant's Compensation for such year.

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

1.21  Designated  Beneficiary  The individual  who  is  designated  as  the
beneficiary  of  a Participant's account under the Plan in accordance  with
Code Section 401(a)(9) and the regulations thereunder.

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

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

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

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

1.26 Effective Date  The date on which the Employer's Plan or amendment  to
such  plan  becomes  effective.  For amendments  reflecting  statutory  and
regulatory changes post Tax Reform Act of 1986, the Effective Date will  be
the earlier of the date upon which such amendment is first administratively
applied or the first day of the Plan Year following the date of adoption of
such amendment.

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

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

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

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

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

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

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

     (a)  the  aggregate  Contribution Percentage Amounts  taken  into
          account  in  computing  the numerator  of  the  Contribution
          Percentage  actually  made on behalf of  Highly  Compensated
          Employees for such Plan Year, over
     
     (b)  the maximum Contribution Percentage Amounts permitted by the
          ACP  test  (determined  by reducing  contributions  made  on
          behalf  of  Highly Compensated Employees in order  of  their
          Contribution Percentages beginning with the highest of  such
          percentages).

Such  determination shall be made after first determining  Excess  Elective
Deferrals   pursuant   to  paragraph  1.36  and  then  determining   Excess
Contributions pursuant to paragraph 1.35.

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

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

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

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

1.37  Family  Member   The  Employee's Spouse, any lineal  descendants  and
ascendants  and  the Spouse of such lineal descendants and ascendants.   In
the  event  of  repeal of the family aggregation rules under  Code  Section
414(q)(6), all applications of such rules under this Plan will cease as  of
the effective date of such repeal.

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

1.39  Fund  All contributions received by the Trustee under this  Plan  and
Trust, investments thereof and earnings and appreciation thereon.

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

1.41  Highest Average Compensation  The average Compensation for the  three
consecutive  Years of Service with the Employer that produces  the  highest
average.   A  Year of Service with the Employer is the 12-consecutive-month
period  defined  in  the Adoption Agreement, or, if not  indicated  in  the
Adoption Agreement, as defined in paragraph 1.92.

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

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

Notwithstanding  (a),  (b)  and  (c),  an  Employee  who  was  not   Highly
Compensated  during  the preceding Plan Year shall  not  be  treated  as  a
Highly  Compensated Employee with respect to the current Plan  Year  unless
such  Employee  is  a  member  of  the  100  Employees  paid  the  greatest
Compensation during the year for which such determination is being made.
     
     (d)  Employees  who  are  five percent (5%) Owners  at  any  time
          during the immediate prior year or determination year.

Highly  Compensated Employee includes Highly Compensated  active  Employees
and  Highly Compensated former Employees.  At the election of the Employer,
the  calendar  year, ending with or within the current determination  year,
may  be treated as the immediate prior year.  Such an election is made with
respect to all plans of the Employer.

1.43 Hour Of Service
     
     (a)  Each  hour  for which an Employee is paid, or   entitled  to
          payment,  for  the performance of duties for  the  Employer.
          These  hours  shall  be  credited to the  Employee  for  the
          computation period in which the duties are performed, and
     
     (b)  each  hour  for  which an Employee is paid, or  entitled  to
          payment,  by  the Employer on account of a  period  of  time
          during  which  no  duties  are  performed  (irrespective  of
          whether the employment relationship has terminated)  due  to
          vacation,    holiday,    illness,   incapacity    (including
          disability), layoff, jury duty, military duty  or  leave  of
          absence.   No  more  than  501 Hours  of  Service  shall  be
          credited  under  this  paragraph for any  single  continuous
          period  (whether  or  not such period  occurs  in  a  single
          computation  period).  Hours under this paragraph  shall  be
          calculated  and credited pursuant to Section 2530.200b-2  of
          the  Department of Labor Regulations which are  incorporated
          herein by this reference, and
     
     (c)  each hour for which back pay, irrespective of mitigation  of
          damages,  is  either awarded or agreed to by  the  Employer.
          The  same Hours of Service shall not be credited both  under
          paragraph  (a)  or paragraph (b), as the case  may  be,  and
          under this paragraph (c).  These hours shall be credited  to
          the  Employee for the computation period or periods to which
          the  award or agreement pertains rather than the computation
          period in which the award, agreement or payment is made.
     
     (d)  Hours  of Service shall be credited for employment with  the
          Employer  and  with  other members of an affiliated  service
          group  [as  defined  in Code Section 414(m)],  a  controlled
          group  of  corporations [as defined in Code Section 414(b)],
          or  a group of trades or businesses under common control [as
          defined  in  Code  Section 414(c)]  of  which  the  adopting
          Employer  is a member, and any other entity required  to  be
          aggregated with the Employer pursuant to Code Section 414(o)
          and the regulations thereunder.  Hours of Service shall also
          be  credited  for any individual considered an Employee  for
          purposes  of  this Plan under Code Section  414(n)  or  Code
          Section 414(o) and the regulations thereunder.
     
     (e)  Solely  for  purposes  of determining  whether  a  Break  in
          Service, as defined in paragraph 1.11, for participation and
          vesting  purposes has occurred in a computation  period,  an
          individual  who  is  absent  from  work  for  maternity   or
          paternity  reasons shall receive credit  for  the  Hours  of
          Service  which  would otherwise have been credited  to  such
          individual  but for such absence, or in any  case  in  which
          such hours cannot be determined, 8 Hours of Service per  day
          of such absence.  For purposes of this paragraph, an absence
          from  work  for  maternity  or paternity  reasons  means  an
          absence  by  reason of the pregnancy of the  individual,  by
          reason of a birth of a child of the individual, by reason of
          the  placement of a child with the individual in  connection
          with  the adoption of such child by such individual, or  for
          purposes  of  caring for such child for a  period  beginning
          immediately following such birth or placement. The Hours  of
          Service  credited under this paragraph shall be credited  in
          the  computation period in which the absence begins  if  the
          crediting is necessary to prevent a Break in Service in that
          period,  or in all other cases, in the following computation
          period.  No more than 501 hours will be credited under  this
          paragraph.
     
     (f)  Hours  of Service shall be determined on the basis of the  method
          indicated in the Adoption Agreement.

1.44  Key  Employee  Any Employee or former Employee (and the beneficiaries  of
such  Employee) who at any time during the determination period was an  officer
of  the  Employer if such individual's annual compensation exceeds 50%  of  the
dollar  limitation under Code Section 415(b)(1)(A) (the defined benefit maximum
annual  benefit), an owner (or considered an owner under Code Section  318)  of
one  of  the  ten  largest  interests  in the  employer  if  such  individual's
compensation  exceeds  100%  of  the  dollar  limitation  under  Code   Section
415(c)(1)(A), a five-percent owner of the Employer, or a one-percent  owner  of
the  Employer  who  has  an  annual compensation of more  than  $150,000.   For
purposes  of determining who is a Key Employee, annual compensation shall  mean
Compensation  as  defined in paragraph 1.12(b), but including amounts  deferred
through  a  salary reduction agreement to a cash or deferred  plan  under  Code
Section 401(k), a Simplified Employee Pension Plan under Code Section 408(k), a
cafeteria  plan  under Code Section 125 or a tax-deferred  annuity  under  Code
Section  403(b).   The  determination period is the Plan  Year  containing  the
Determination Date and the four preceding Plan Years.  The determination of who
is  a  Key Employee will be made in accordance with Code Section 416(i)(1)  and
the regulations thereunder.

1.45 Leased Employee  Any person (other than an Employee of the recipient) who,
pursuant  to an agreement between the recipient and any other person  ("leasing
organization"), has performed services for the recipient [or for the  recipient
and related persons determined in accordance with Code Section 414(n)(6)] on  a
substantially  full-time  basis for a period of at least  one  year,  and  such
services  are  of  a type historically performed by Employees in  the  business
field of the recipient Employer.

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

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

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

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

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

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

1.50 Net Profit  The current and accumulated operating earnings of the Employer
before Federal and State income taxes, excluding nonrecurring or unusual  items
of income, and before contributions to this and any other qualified plan of the
Employer.
1.51  Normal  Retirement  Age  The age, set by the  Employer  in  the  Adoption
Agreement,  at which a Participant may retire and receive his or  her  benefits
under the Plan.

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

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

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

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

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

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

1.58 Plan Administrator  The Employer.

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

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

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

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

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

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

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

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

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

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

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

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

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

1.69  Recordkeeper  The person or entity retained by the Plan Administrator  on
behalf of the Plan to provide specified administrative services to the Plan.

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

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

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

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

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

     (a)  any  distribution that is one of a series of substantially equal
          periodic  payments (not less frequently than annually) made  for
          the  life  (or life expectancy) of the Participant or the  joint
          lives  (or joint life expectancies) of the Participant  and  the
          Participant's Designated Beneficiary, or for a specified  period
          of ten years or more,

     (b)  any  distribution  to the extent such distribution  is  required
          under section 401(a)(9) of the Code, and

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

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

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

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

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

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

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

1.78  Sponsor  AMERICAN  FUNDS  DISTRIBURTORS, INC.,  or  any  successor(s)  or
assign(s).

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

1.80  Super Top-Heavy Plan  A Plan described at paragraph 1.83 under which  the
Top-Heavy Ratio [as defined at paragraph 1.84] exceeds 90%.

1.81  Taxable Wage Base  For plans with an allocation formula which takes  into
account  the  Employer's contribution under the Federal Insurance Contributions
Act  (FICA),  the  contribution and benefit base in  effect  under  the  Social
Security  Act  [Code Section 203] at the beginning of the  Plan  Year,  or  the
amount elected by the Employer in the Adoption Agreement.

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

1.83  Top-Heavy  Plan  For any Plan Year beginning after 1983,  the  Employer's
Plan is top-heavy if any of the following conditions exist:
     
     (a)  if  the Top-Heavy Ratio for the Employer's Plan  exceeds 60% and
          this  Plan is not part of any required Aggregation Group or  Per
          missive Aggregation Group of Plans.
     
     (b)  if the Employer's plan is a part of a Required Aggregation Group
          of  plans but not part of a Permissive Aggregation Group and the
          Top-Heavy Ratio for the group of plans exceeds 60%.

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

1.84 Top-Heavy Ratio

     (a)  If  the Employer maintains one or more Defined Contribution plans
          (including any Simplified Employee Pension Plan) and the Employer
          has not maintained any Defined Benefit Plan which during the five-
          year  period ending on the Determination Date(s) has or  has  had
          accrued benefits, the Top-Heavy Ratio for this Plan alone, or for
          the Required or Permissive Aggregation Group as appropriate, is a
          fraction,
     
          (1)  the  numerator  of  which is the sum  of  the  account
               balances  of all Key Employees as of the Determination
               Date(s)  [including  any part of any  account  balance
               distributed  in  the  5-year  period  ending  on   the
               Determination Date(s)], and
          
          (2)  the  denominator of which is the sum  of  all  account
               balances  [including any part of  any account  balance
               distributed  in  the five-year period  ending  on  the
               Determination  Date(s)], both computed  in  accordance
               with Code Section 416 and the regulations thereunder.
     
          Both  the  numerator and denominator of the Top-Heavy  Ratio  are
          increased to reflect any contribution not actually made as of the
          Determination Date but which is required to be taken into account
          on   that  date  under  Code  Section  416  and  the  regulations
          thereunder.
     
     (b)  If  the Employer maintains one or more Defined Contribution Plans
          (including any Simplified Employee Pension Plan) and the Employer
          maintains  or  has maintained one or more Defined  Benefit  Plans
          which  during  the  five-year period ending on the  Determination
          Date(s) has or has had any accrued benefits, the Top-Heavy  Ratio
          for any Required or Permissive Aggregation Group, as appropriate,
          is  a  fraction,  the numerator of which is the  sum  of  account
          balances under the aggregated Defined Contribution Plan or  Plans
          for  all Key Employees, determined in accordance with (a)  above,
          and  the  Present Value of accrued benefits under the  aggregated
          Defined  Benefit Plan or Plans for all Key Employees  as  of  the
          Determination Date(s), and the denominator of which is the sum of
          the  account  balances under the aggregated Defined  Contribution
          Plan or Plans for all Participants, determined in accordance with
          (a)  above, and the Present Value of accrued benefits  under  the
          Defined  Benefit  Plan or Plans for all Participants  as  of  the
          Determination  Date(s), all determined in  accordance  with  Code
          Section 416 and the regulations thereunder.  The accrued benefits
          under   a  Defined  Benefit  Plan  in  both  the  numerator   and
          denominator  of  the  Top-Heavy  Ratio  are  increased  for   any
          distribution  of an accrued benefit made in the five-year  period
          ending on the Determination Date.

     (c)  For  purposes of (a) and (b) above, the value of account balances
          and  the Present Value of accrued benefits will be determined  as
          of  the most recent Valuation Date that falls within or ends with
          the  12-month period ending on the Determination Date, except  as
          provided  in Code Section 416 and the regulations thereunder  for
          the  first and second plan years of a Defined Benefit Plan.   The
          account balances and accrued benefits of a participant who is not
          a Key Employee but who was a Key Employee in a prior year, or who
          has  not been credited with at least one hour of service with any
          Employer  maintaining the Plan at any time during  the  five-year
          period  ending  on the Determination Date, will  be  disregarded.
          The  calculation of the Top-Heavy Ratio, and the extent to  which
          distributions,  rollovers, and transfers are taken  into  account
          will  be  made  in  accordance with  Code  Section  416  and  the
          regulations  thereunder.  Qualified Voluntary  Employee  Contribu
          tions  will  not be taken into account for purposes of  computing
          the  Top-Heavy Ratio.  When aggregating plans, the  value  of  ac
          count balances and accrued benefits will be calculated with refer
          ence  to  the  Determination  Dates that  fall  within  the  same
          calendar year.  The accrued  benefit of a Participant other  than
          a Key Employee shall be determined under the method, if any, that
          uniformly applies for accrual purposes under all Defined  Benefit
          Plans  maintained by the Employer, or if there is no such method,
          as  if  such  benefit accrued not more rapidly than  the  slowest
          accrual  rate permitted under the fractional rule of Code Section
          411(b)(1)(C).

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

     (a)  Employees who have not completed 6 months of Service.
     
     (b)  Employees who normally work less than 17-1/2 hours per week.
     
     (c)  Employees who normally work during not more than 6 months during
          any year.
     
     (d)  Employees who have not attained age 21.
     
     (e)  Employees  included in a collective bargaining unit, covered  by
          an  agreement between employee representatives and the Employer,
          where  retirement  benefits  were  the  subject  of  good  faith
          bargaining  and  provided that 90% or  more  of  the  Employer's
          Employees are covered by the agreement.
     
     (f)  Employees  who are nonresident aliens and who receive no  earned
          income  which constitutes income from sources within the  United
          States.

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

1.87 Trustee  CAPITAL GUARDIAN TRUST COMPANY shall serve as Trustee.

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

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

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

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

1.92  Year  Of  Service   Unless otherwise elected in Nonstandardized  Adoption
Agreement  #002, or unless Elapsed Time is elected in either Adoption Agreement
#001  or  #002,  a  12-consecutive-month period during  which  an  Employee  is
credited with not less than 1,000 Hours of Service.


                                ARTICLE II
                                     
                         ELIGIBILITY REQUIREMENTS

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

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

2.3   Computation Period  To determine Years of Service and Breaks  in  Service
for purposes of eligibility, the 12-consecutive-month period shall commence  on
the  date  on  which  an Employee first performs an Hour  of  Service  for  the
Employer and each anniversary thereof, such that the succeeding 12-consecutive-
month period commences with the Employee's first anniversary of employment  and
so  on.   If,  however,  the  period so specified is  one  year  or  less,  the
succeeding 12-consecutive-month period shall commence on the first day  of  the
Plan Year prior to the anniversary of the date they first performed an Hour  of
Service  regardless  of whether the Employee is entitled to  be  credited  with
1,000  (or  such  lesser number as specified by the Employer  in  the  Adoption
Agreement) Hours of Service during his or her first employment year.

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

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

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

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

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


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

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

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

2.7   Leased Employees  Any Leased Employee shall be treated as an Employee  of
the  recipient  Employer; however, contributions or benefits  provided  by  the
leasing  organization  which  are attributable to services  performed  for  the
recipient  Employer shall be treated as provided by the recipient Employer.   A
leased  Employee shall not be considered an Employee of the recipient  if  such
Employee is covered by a money purchase pension plan providing:

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

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

2.8   Thrift Plans  If the Employer makes an election in the Adoption Agreement
to  require  Voluntary Contributions to participate in this Plan, the  Employer
shall  notify  each eligible Employee in writing of his or her eligibility  for
participation  at  least  30  days prior to the appropriate  Entry  Date.   The
Employee  shall  indicate his or her intention to join the Plan by  authorizing
the Employer to withhold a percentage of his or her Compensation as provided in
the  Plan.   Such authorization shall be returned to the Employer at  least  10
days   prior   to  the  Employee's  Entry  Date.   The  Employee  may   decline
participation by so indicating on the enrollment form or by failure  to  return
the enrollment form to the Employer prior to the Employee's Entry Date.  If the
Employee  declines to participate, such Employee shall be given the opportunity
to  join  the Plan on the next Entry Date.  The taking of a Hardship Withdrawal
under the provisions of paragraph 6.9 will impact the Participant's ability  to
make these contributions.


                                ARTICLE III
                                     
                          EMPLOYER CONTRIBUTIONS


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

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

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

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

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


                                ARTICLE IV
                                     
                          EMPLOYEE CONTRIBUTIONS


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

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

4.3    Rollover  Contribution   Unless  provided  otherwise  in  the   Adoption
Agreement,  a  Participant  may make a Rollover  Contribution  to  any  Defined
Contribution  Plan  established hereunder of all  or  any  part  of  an  amount
distributed  or  distributable  to  him  or  her  from  a  Qualified   Deferred
Compensation Plan provided:
     
     (a)  the  amount distributed to the Participant is deposited  to  the
          Plan no later than the sixtieth day after such distribution  was
          received by the Participant,
     
     (b)  the  amount  distributed is not one of a series of substantially
          equal  periodic payments made for the life (or life  expectancy)
          of   the   Participant  or  the  joint  lives  (or  joint   life
          expectancies)   of   the  Participant  and   the   Participant's
          Designated Beneficiary, or for a specified period of  ten  years
          or more,
     
     (c)  the  amount distributed is not required under section  401(a)(9)
          of the Code,
     
     (d)  if  the  amount distributed included property such  property  is
          rolled  over,  or if sold the proceeds of such property  may  be
          rolled over,
     
     (e)  the  amount  distributed  is  not  includible  in  gross  income
          (determined  without regard to the exclusion for net  unrealized
          appreciation with respect to employer securities).

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

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

     (f)  The  distribution from the Qualified Deferred Compensation  Plan
          constituted the Participant's entire interest in such  Plan  and
          was distributed within one taxable year to the Participant:
     
          (1)  on   account  of  separation  from  Service,  a   Plan
               termination,  or  in the case of a  profit-sharing  or
               stock   bonus  plan,  a  complete  discontinuance   of
               contributions  under such plan within the  meaning  of
               Section 402(a)(6)(A)of the Code, or
          
          (2)  in  one  or  more  distributions  which  constitute  a
               qualified lump sum distribution within the meaning  of
               Code    Section   402(e)(4)(A),   determined   without
               reference to subparagraphs (B) and (H).

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

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

Notwithstanding  the  above, the Employer may refuse to  accept  such  Transfer
Contributions.

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

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

4.7   Required Voluntary Contributions  If the Employer makes a thrift election
in  the Adoption Agreement, each eligible Participant shall be required to make
Voluntary  Contributions  to the Plan for credit  to  his  or  her  account  as
provided   in  the Adoption Agreement.  Such Voluntary Contributions  shall  be
withheld  from  the  Employee's Compensation and shall be  transmitted  by  the
Employer  to  the  Trustee as agreed between the Employer and Recordkeeper.   A
Participant  may  discontinue  participation or change  his  or  her  Voluntary
Contribution percentage by so advising the Employer at least 30 days  prior  to
the  date  on  which such discontinuance or change is to be  effective.   If  a
Participant  discontinues his or her Voluntary Contributions, such  Participant
may  not again authorize Voluntary Contributions for a period of one year  from
the  date of discontinuance.  A Participant may voluntarily change his  or  her
Voluntary Contribution percentage once during any Plan Year and may also  agree
to  have  a  reduction in his or her contribution, if required to  satisfy  the
requirements of the ACP test.

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

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


                                 ARTICLE V
                                     
                           PARTICIPANT ACCOUNTS

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

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

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

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

The Employer shall deduct from each account:
     
     (e)  any  withdrawals or payments made from the Participant's account
          since the last Allocation Date, and
     
     (f)  the  Participant's proportionate share of any  decrease  in  the
          fair market value of the Fund since the last Allocation Date, as
          determined at paragraph 5.4.

5.3   Allocating Employer Contributions  The Employer's contribution  shall  be
allocated to Participants in accordance with the allocation formula selected by
the  Employer  in  the  Adoption Agreement, and the  minimum  contribution  and
allocation requirements for Top-Heavy Plans.  Beginning with the 1993 Plan Year
and thereafter, for plans on Standardized Adoption Agreement #001, Participants
who  are  credited with more than 500 Hours of Service or are employed  on  the
last  day  of  the  Plan  Year  must receive  a  full  allocation  of  Employer
contributions.    In   Nonstandardized  Adoption   Agreement   #002,   Employer
contributions  shall be allocated to the accounts of Participants  employed  by
the Employer on the last day of the Plan Year unless indicated otherwise in the
Adoption  Agreement.   In  the case of a non-Top-Heavy,  Nonstandardized  Plan,
Participants  must  also  have  completed a Year of  Service  unless  otherwise
specified  in  the Adoption Agreement.  For Nonstandardized Adoption  Agreement
#002,  the  Employer may only apply the last day of the Plan Year and  Year  of
Service  requirements if the Plan satisfies the requirements of  Code  Sections
401(a)(26)  and 410(b) and the regulations thereunder including  the  exception
for  401(k)  plans.   If,  when  applying the last  day  and  Year  of  Service
requirements,  the  Plan  fails  to  satisfy the  aforementioned  requirements,
additional  Participants will be eligible to receive an allocation of  Employer
contributions  until  the  requirements are satisfied.   Participants  who  are
credited  with a Year of Service, but not employed at Plan Year  end,  are  the
first  category  of additional Participants eligible to receive an  allocation.
If  the  requirements are still not satisfied, Participants credited with  more
than  500  Hours of Service and employed at Plan Year end are the next category
of  Participants eligible to receive an allocation.  Finally, if  necessary  to
satisfy  the  said requirements, any Participant credited with  more  than  500
Hours  of Service will be eligible for an allocation of Employer contributions.
The  Service requirement is not applicable with respect to any Plan Year during
which the Employer's Plan is Top-Heavy.

5.4  Allocating Investment Earnings And Losses  All Employer contributions will
be  credited with an allocation of the actual investment earnings and gains and
losses from the actual date of deposit of each such contribution until the  end
of   the  period.   The  actual  investment  earnings  shall  be  credited   to
Participants'  accounts as of the Allocation Date following  date  of  deposit.
Participants will share in the earnings of the investment fund(s) in which they
have  monies  as  of  the date such earnings are either  credited  or  accrued.
Accounts with segregated investments shall receive only the income or  loss  on
such  segregated investments.  In no event shall the selection of a  method  of
allocating  gains  and losses be used to discriminate in favor  of  the  Highly
Compensated Employees.

Alternately, a Participant's share of the actual investment earnings  shall  be
based  on  the proportionate value of all active accounts (other than  accounts
with  segregated  investments) as of the last Allocation Date less  withdrawals
since  the  last Allocation Date.  If Employer contributions are made  monthly,
quarterly,  or  on  some  other systematic basis, the adjusted  value  of  such
accounts for allocation of investment income and gains or losses shall  include
one-half the Employer contributions for such period.  If Employer contributions
are not made on a systematic basis, it is assumed that they are made at the end
of  the  Allocation  period  and therefore will not receive  an  allocation  of
investment earnings and gains or losses for such period.  Account balances  not
yet  forfeited shall receive an allocation of earnings and/or losses.  Accounts
with  segregated  investments shall receive only the income  or  loss  on  such
segregated investments.

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


                                ARTICLE VI
                                     
                   RETIREMENT BENEFITS AND DISTRIBUTIONS


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

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

6.3  Benefits On Termination Of Employment
     
     (a)   If  a Participant terminates employment prior to Normal  Retire
ment  Age,  such            Participant shall be entitled to  receive  the
vested  balance  held  in  his or her account          payable  at  Normal
Retirement  Age  in  the  normal  form, or  if  elected,  in  one  of  the
optional  forms of payment provided hereunder.  If applicable,  the  Early
Retirement           benefit  provisions may be elected.   Notwithstanding
the preceding sentence, a former        Participant may, if allowed in the
Adoption  Agreement,  make application to  the        Employer  requesting
early payment of any deferred vested and nonforfeitable benefit       due.
     
     (b)  If  a  Participant terminates employment, and the value of  that
          Participant's Vested Account Balance derived from  Employer  and
          Employee contributions is not greater than $3,500, in accordance
          with  a  consistent  policy followed for  all  Participants  the
          Employer  may  or may not require the Participant to  receive  a
          lump  sum distribution of the value of the entire vested portion
          of  such  account  balance and the non-vested  portion  will  be
          treated as a forfeiture.  The Employer shall continue to  follow
          its   consistent  policy,  as  may  be  established,   regarding
          immediate  cash-outs  of Vested Account Balances  of  $3,500  or
          less.   For  purposes  of  this  Article,  if  the  value  of  a
          Participant's  Vested  Account Balance is zero, the  Participant
          shall  be deemed to have received a distribution of such  Vested
          Account Balance immediately following termination.  Likewise, if
          the   Participant   is  reemployed  prior  to   incurring   five
          consecutive one-year Breaks in Service he or she will be  deemed
          to  have  immediately repaid such distribution.  For Plan  Years
          beginning prior to 1989, a Participant's Vested Account  Balance
          shall    not    include   Qualified   Voluntary   Contributions.
          Notwithstanding  the  above, if the Employer  maintains  or  has
          maintained  a policy of not distributing any amounts  until  the
          Participant's Normal Retirement Age, the Employer  can  continue
          to uniformly apply such policy.
     
     (c)  If  a  Participant terminates employment with a  Vested  Account
          Balance  derived  from  Employer and Employee  contributions  in
          excess  of $3,500, and elects (with his or her Spouse's consent,
          if  required) to receive 100% of the value of his or her  Vested
          Account  Balance in a lump sum, the non-vested portion  will  be
          treated  as  a  forfeiture.  The Participant  (and  his  or  her
          Spouse, if required) must consent to any distribution, when  the
          Vested Account Balance described above exceeds $3,500 or  if  at
          the  time  of  any prior distribution it exceeded  $3,500.   For
          purposes  of this paragraph, for Plan Years beginning  prior  to
          1989,  a  Participant's Vested Account Balance shall not include
          Qualified Voluntary Contributions.
     
     (d)  Distribution  of  less  than 100% of  the  Participant's  Vested
          Account  Balance shall only be permitted if the  Participant  is
          fully vested upon termination of employment.
     
     (e)  If a Participant who is not 100% vested receives or is deemed to
          receive  a  distribution pursuant to this paragraph and  resumes
          employment  covered under this Plan, the Participant shall  have
          the  right  to  repay  to  the  Plan  the  full  amount  of  the
          distribution attributable to Employer contributions on or before
          the  earlier  of  the  date  that the  Participant  incurs  five
          consecutive  one-year Breaks in Service following  the  date  of
          distribution  or five years after the first date  on  which  the
          Participant  is  subsequently reemployed.  In  such  event,  the
          Participant's account shall be restored to the value thereof  at
          the  time the distribution was made and may further be increased
          by  the Plan's income and investment gains and/or losses on  the
          undistributed amount from the date of distribution to  the  date
          of repayment.
     
     (f)  A  Participant shall also have the option to postpone payment of
          his  or her Plan benefits until the first day of April following
          the  calendar  year in which he or she attains age  70-1/2.  Any
          balance  of  a Participant's account resulting from his  or  her
          Employee contributions not previously withdrawn, if any, may  be
          withdrawn  by  the Participant immediately following  separation
          from Service.
     
     (g)  If a Participant ceases to be an active Employee  as a result of
          a  Disability  as  defined at paragraph 1.22,  such  Participant
          shall be able to make an application for a disability retirement
          benefit  payment.   The Participant's account  balance  will  be
          deemed   "immediately distributable" as set forth  in  paragraph
          6.4, and will be fully vested pursuant to paragraph 9.2.

6.4  Restrictions On Immediate Distributions

     (a)  An  account balance is immediately distributable if any part  of
          the  account balance could be distributed to the Participant (or
          Surviving Spouse) before the Participant attains (or would  have
          attained if not deceased) the later of the Normal Retirement Age
          or age 62.
     
     (b)  If  the  value of a Participant's Vested Account Balance derived
          from Employer and Employee contributions exceeds (or at the time
          of  any  prior  distribution exceeded) $3,500, and  the  account
          balance is immediately distributable, the Participant and his or
          her  Spouse  (or where either the Participant or the Spouse  has
          died,  the  survivor) must consent to any distribution  of  such
          account balance.  The consent of the Participant and the  Spouse
          shall be obtained in writing within the 90-day period ending  on
          the  annuity starting date, which is the first day of the  first
          period  for which an amount is paid as an annuity or  any  other
          form.   The Plan Administrator shall notify the Participant  and
          the  Participant's Spouse of the right to defer any distribution
          until the Participant's account balance is no longer immediately
          distributable.   Such  notification  shall  include  a   general
          description of the material features, and an explanation of  the
          relative  values  of,  the optional forms of  benefit  available
          under  the  Plan  in  a  manner that would  satisfy  the  notice
          requirements of Code Section 417(a)(3), and shall be provided no
          less  than 30 days and no more than 90 days prior to the annuity
          starting date.

     
     (c)  Notwithstanding the foregoing, only the Participant need consent
          to the commencement of a distribution in the form of a Qualified
          Joint  and  Survivor  Annuity  while  the  account  balance   is
          immediately distributable.  Furthermore, if payment in the  form
          of  a  Qualified Joint and Survivor Annuity is not required with
          respect  to  the Participant pursuant to paragraph  8.7  of  the
          Plan,  only the Participant need consent to the distribution  of
          an  account balance that is immediately distributable.   Neither
          the  consent  of  the  Participant nor the Participant's  Spouse
          shall  be required to the extent that a distribution is required
          to  satisfy  Code  Section 401(a)(9) or Code  Section  415.   In
          addition,  upon termination of this Plan if the  Plan  does  not
          offer  an annuity option (purchased from a commercial provider),
          the Participant's account balance may, without the Participant's
          consent,  be  distributed to the Participant or  transferred  to
          another Defined Contribution Plan [other than an employee  stock
          ownership plan as defined in Code Section 4975(e)(7)] within the
          same controlled group.
     
     (d)  For  purposes of determining the applicability of the  foregoing
          consent requirements to distributions made before the first  day
          of  the  first Plan Year beginning after 1988, the Participant's
          Vested Account Balance shall not include amounts attributable to
          Qualified Voluntary Contributions.

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

          (1)  the  Participant is clearly informed of his or her  right  to  a
               period  of  at  least  30  days after receiving  the  notice  to
               consider  the decision of whether or not to elect a distribution
               (and, if applicable, a particular distribution option), and

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

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

6.6  Commencement Of Benefits

     (a)  Unless   the  Participant  elects  otherwise,  distribution   of
          benefits  will begin no later than the 60th day after the  close
          of  the  Plan  Year in which the latest of the following  events
          occurs:
          
          (1)  the  Participant attains age 65 (or normal  retirement
               age if earlier),
          
          (2)  the   10th  anniversary  of  the  year  in  which  the
               Participant commenced participation in the Plan, or
          
          (3)  the Participant terminates Service with the Employer.
     
     (b)  Notwithstanding the foregoing, the failure of a Participant  and
          Spouse  (if  necessary)  to consent to a  distribution  while  a
          benefit  is  immediately distributable  within  the  meaning  of
          paragraph  6.4  hereof, shall be deemed  an  election  to  defer
          commencement  of  payment of any benefit sufficient  to  satisfy
          this paragraph.

6.7   Claims Procedures  Upon retirement, death, or other severance  of  employ
ment, the Participant or his or her representative may make application to  the
Employer requesting payment of benefits due and the manner of payment.   If  no
application  for  benefits is made, the Employer shall  automatically  pay  any
vested  benefit  due  hereunder in the normal form at the  time  prescribed  at
paragraph  6.6.   If  an application for benefits is made, the  Employer  shall
accept,  reject,  or  modify such request and shall notify the  Participant  in
writing setting forth the response of the Employer and in the case of a  denial
or modification the Employer shall:

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

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

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

     (a)  termination  of  the Plan without the establishment  of  another
          Defined Contribution Plan other than an employee stock ownership
          plan  [as  defined  in  Code  Sections  4975(e)  or  409]  or  a
          Simplified  Employee Pension Plan [as defined  in  Code  Section
          408(k)].

     (b)  the disposition by a corporation to an unrelated corporation  of
          substantially  all  of the assets [within the  meaning  of  Code
          Section  409(d)(2)]  used  in  a  trade  or  business  of   such
          corporation if such corporation continues to maintain this  Plan
          after  the  disposition, but only with respect to Employees  who
          continue employment with the corporation acquiring such assets.
     
     (c)  the  disposition by a corporation to an unrelated entity of such
          corporation's  interest in a subsidiary [within the  meaning  of
          Code  Section  409(d)(3)]  if  such  corporation  continues   to
          maintain  this  Plan,  but only with respect  to  Employees  who
          continue employment with such subsidiary.
     
     (d)  the attainment of age 59-1/2.
     
     (e)  on  account  of  the Hardship withdrawal of the  Participant  as
          described in paragraph 6.9.

All  distributions that may be made pursuant to one or more  of  the  foregoing
distributable  events  are  subject  to the  Participant  and  Spousal  consent
requirements, if applicable, contained in Code Sections 401(a)(11) and 417.  In
addition, distributions after March 31, 1988 that are triggered by any  of  the
first three events enumerated above must be made in a lump sum.

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

     (a)  expenses  incurred or necessary for medical care,  [described  in
          Code  Section  213(d)] of the Participant,  his  or  her  Spouse,
          children and other dependents,
     
     (b)  the  purchase  (excluding  mortgage payments)  of  the  principal
          residence for the Participant,
     
     (c)  payment of tuition and related educational expenses for the  next
          twelve   (12)   months  of  post-secondary  education   for   the
          Participant, his or her Spouse, children or other dependents, or
     
     (d)  the need to prevent eviction of the Participant from or a foreclo
          sure on the mortgage of, the Participant's principal residence.

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

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

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

     (a)  A  separate  account will be established for  the  Participant's
          interest in the Plan as of the time of the distribution, and
     
     (b)  At any relevant time the Participant's nonforfeitable portion of
          the separate account will be equal to an amount ("X") determined
          by the formula:

               X = P [AB + (R X D)] - (R X D)

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

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

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

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

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

7.4  Required Distributions On Or After The Required Beginning Date

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

7.5  Required Beginning Date

     (a)  General  Rule.  The Required Beginning Date of a  Participant  is
          the  first  day  of  April  of the calendar  year  following  the
          calendar year in which the Participant attains age 70-1/2.
     
     (b)  Transitional Rules.  The Required Beginning Date of a Participant
          who  attains  age  70-1/2  before 1988, shall  be  determined  in
          accordance with (1) or (2) below:
          
          (1)  non-five-percent owners.  The Required  Beginning  Date
               of a Participant who is not a five-percent owner is the
               first  day of April of the calendar year following  the
               calendar  year  in  which the later  of  retirement  or
               attainment  of  age 70-1/2 occurs.  In the  case  of  a
               Participant who is not a five-percent owner who attains
               age  70-1/2 during 1988 and who has not retired  as  of
               January  1, 1989, the Required Beginning Date is  April
               1, 1990.
          
          (2)  five-percent owners.  The Required Beginning Date of  a
               Participant who is a five-percent owner during any year
               beginning  after  1979,  is  the  first  day  of  April
               following the later of:
          
               (i)  the  calendar  year in which the  Participant
                    attains age 70-1/2, or
               
               (ii) the  earlier  of the calendar  year  with  or
                    within which ends the plan year in which  the
                    Participant becomes a five-percent owner,  or
                    the  calendar  year in which the  Participant
                    retires.

     (c)  A  Participant is treated as a five-percent owner for purposes of
          this  paragraph  if such Participant is a five-percent  owner  as
          defined  in  Code  Section 416(i) (determined in accordance  with
          Code  Section 416 but without regard to whether the Plan is  Top-
          Heavy) at any time during the Plan Year ending with or within the
          calendar  year  in  which such owner attains age  66-1/2  or  any
          subsequent Plan Year.
     
     (d)  Once  distributions have begun to a five-percent owner under this
          paragraph,  they  must  continue to be distributed  even  if  the
          Participant  ceases to be a five-percent owner  in  a  subsequent
          year.

7.6  Transitional Rule

     (a)  Notwithstanding  the  other requirements of  this  Article  and
          subject to the requirements of Article VIII, Joint and Survivor
          Annuity  Requirements, distribution on behalf of any  Employee,
          including a five-percent owner, may be made in accordance  with
          all  of  the  following requirements (regardless of  when  such
          distribution commences):

          (1)  the  distribution by the Trust is one which  would  not
               have   disqualified  such  Trust  under  Code   Section
               401(a)(9)  as  in  effect prior  to  amendment  by  the
               Deficit Reduction Act of 1984,
          
          (2)  the  distribution  is in accordance with  a  method  of
               distribution designated by the Employee whose  interest
               in  the  Trust is being distributed or, if the Employee
               is deceased, by a beneficiary of such Employee,
          
          (3)  such  designation  was in writing, was  signed  by  the
               Employee or the beneficiary, and was made before 1984,
          
          (4)  the Employee had accrued a benefit under the Plan as of
               December 31, 1983,
          
          (5)  the  method of distribution designated by the  Employee
               or   the  beneficiary  specifies  the  time  at   which
               distribution  will  commence,  the  period  over  which
               distributions  will be made, and in  the  case  of  any
               distribution   upon   the   Employee's    death,    the
               beneficiaries  of  the  Employee  listed  in  order  of
               priority.

     (b)  A   distribution  upon  death  will  not  be  covered   by   this
          transitional  rule  unless  the information  in  the  designation
          contains the required information described above with respect to
          the distributions to be made upon the death of the Employee.
     
     (c)  For  any  distribution which commences before 1984, but continues
          after  1983,  the  Employee  or the  beneficiary,  to  whom  such
          distribution  is being made, will be presumed to have  designated
          the  method of distribution under which the distribution is being
          made, if the method of distribution was specified in writing  and
          the  distribution  satisfies  the requirements  in  subparagraphs
          (a)(1) and (5) above.
     
     (d)  If  a  designation  is revoked, any subsequent distribution  must
          satisfy  the  requirements  of Code  Section  401(a)(9)  and  the
          regulations  thereunder.  If a designation is revoked  subsequent
          to  the date distributions are required to begin, the Trust  must
          distribute by the end of the calendar year following the calendar
          year  in  which  the revocation occurs the total amount  not  yet
          distributed  which  would  have  been  required  to   have   been
          distributed to satisfy Code Section 401(a)(9) and the regulations
          thereunder,  but for the section 242(b)(2) election  of  the  Tax
          Equity and Fiscal Responsibility Act of 1982.  For calendar years
          beginning  after 1988, such distributions must meet  the  minimum
          distribution   incidental   benefit   requirements   in   section
          1.401(a)(9)-2 of the Income Tax Regulations.  Any changes in  the
          designation  will  be  considered  to  be  a  revocation  of  the
          designation.   However,  the  mere substitution  or  addition  of
          another beneficiary (one not named in the designation) under  the
          designation  will  not be considered to be a  revocation  of  the
          designation,  so long as such substitution or addition  does  not
          alter  the period  over which distributions are to be made  under
          the designation, directly or indirectly (for example, by altering
          the relevant measuring life).  In the case in which an amount  is
          transferred  or  rolled over from one plan to another  plan,  the
          rules in Q&A J-2 and Q&A J-3 of the regulations shall apply.

7.7  Designation Of Beneficiary For Death Benefit  Each Participant shall file a
written  designation  of  beneficiary with  the  Employer  upon  qualifying  for
participation  in  this  Plan.  Such designation shall  remain  in  force  until
revoked  by the Participant by filing a new beneficiary form with the  Employer.
Under  a  profit-sharing plan satisfying the requirements of paragraph 8.7,  the
Designated  Beneficiary  shall be the Participant's Surviving  Spouse,  if  any,
unless such Spouse properly consents otherwise.

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

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

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

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

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

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

For  purposes  of paragraph 7.9 and this paragraph, if an amount is  payable  to
either  a minor or an individual who has been declared incompetent, the benefits
shall be paid to the legally appointed guardian for the benefit of said minor or
incompetent  individual,  unless  the court which  appointed  the  guardian  has
ordered otherwise.

7.11 Distribution Of Excess Elective Deferrals

     (a)  Notwithstanding any other provision of the Plan, Excess  Elective
          Deferrals  plus any income and minus any loss allocable  thereto,
          shall be distributed no later than April 15, 1988, and each April
          15  thereafter, to Participants to whose accounts Excess Elective
          Deferrals were allocated for the preceding taxable year, and  who
          claim  Excess  Elective Deferrals for such taxable year.   Excess
          Elective Deferrals shall be treated as Annual Additions under the
          Plan  unless such amounts are distributed no later than the first
          April 15th following the close of the Participant's taxable year.
          A  Participant is deemed to notify the Plan Administrator of  any
          Excess Elective Deferrals that arise by taking into account  only
          those Elective Deferrals made to this Plan and any other plans of
          this Employer.
     
     (b)  Furthermore,  a  Participant  who participates  in  another  plan
          allowing  Elective Deferrals may assign to this Plan  any  Excess
          Elective Deferrals made during a taxable year of the Participant,
          by  notifying the Plan Administrator of the amount of the  Excess
          Elective Deferrals to be assigned.  The Participant's claim shall
          be  in writing, shall be submitted to the Plan Administrator  not
          later than March 1 of each year, shall specify the amount of  the
          Participant's Excess Elective Deferrals for the preceding taxable
          year,  and  shall  be  accompanied by the  Participant's  written
          statement  that if such amounts are not distributed, such  Excess
          Elective  Deferrals, when added to amounts deferred  under  other
          plans  or arrangements described in Code Sections 401(k),  408(k)
          [Simplified  Employee Pensions], or 403(b) [annuity programs  for
          public  schools  and charitable organizations]  will  exceed  the
          $7,000 limit as adjusted under Code Section 415(d) imposed on the
          Participant  by  Code Section 402(g) for the year  in  which  the
          deferral occurred.
     
     (c)  Excess  Elective Deferrals shall be adjusted for  any  income  or
          loss  up to the end of the taxable year during which such  excess
          was  deferred.    Income  or loss will be  calculated  under  the
          method used to calculate investment earnings and losses elsewhere
          in the Plan.
     
     (d)  If  the  Participant  receives a return of his  or  her  Elective
          Deferrals,  the amount of such contributions which  are  returned
          must be brought into the Participant's taxable income.
     
7.12 Distributions of Excess Contributions
     
     (a)  Notwithstanding  any  other  provision  of  this   Plan,   Excess
          Contributions  plus  any  income and  minus  any  loss  allocable
          thereto, shall be distributed no later than the last day of  each
          Plan   Year  to  Participants  to  whose  accounts  such   Excess
          Contributions  were allocated for the preceding  Plan  Year.   If
          such  excess amounts are distributed more than 2-1/2 months after
          the last day of the Plan Year in which such excess amounts arose,
          a  ten  (10)  percent excise tax will be imposed on the  Employer
          maintaining  the  Plan  with  respect  to  such  amounts.    Such
          distributions  shall be made to Highly Compensated  Employees  on
          the  basis of the respective portions of the Excess Contributions
          attributable to each of such Employees.  Excess Contributions  of
          Participants  who  are subject to the Family  Member  aggregation
          rules  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 ADP.
     
     (b)  Excess  Contributions  (including  the  amounts  recharacterized)
          shall be treated as Annual Additions under the Plan.
     
     (c)  Excess Contributions shall be adjusted for any income or loss  up
          to  the  end of the Plan Year.  Income or loss will be calculated
          under the method used to calculate investment earnings and losses
          elsewhere in the Plan.
     
     (d)  Excess  Contributions shall be distributed from the Participant's
          Elective  Deferral  account and Qualified  Matching  Contribution
          account  (if  applicable)  in  proportion  to  the  Participant's
          Elective Deferrals and Qualified Matching Contributions  (to  the
          extent  used  in  the  ADP  test)  for  the  Plan  Year.   Excess
          Contributions   shall  be  distributed  from  the   Participant's
          Qualified  Non-Elective Contribution account only to  the  extent
          that  such  Excess  Contributions  exceed  the  balance  in   the
          Participant's  Elective Deferral account and  Qualified  Matching
          Contribution account.
     
7.13 Distribution Of Excess Aggregate Contributions
     
     (a)  Notwithstanding  any  other  provision  of  this  Plan,    Excess
          Aggregate  Contributions  plus any  income  and  minus  any  loss
          allocable thereto, shall be forfeited, if forfeitable, or if  not
          forfeitable, distributed, no later than the last day of each Plan
          Year  to  Participants  to whose accounts such  Excess  Aggregate
          Contributions were allocated for the preceding Plan Year.  Excess
          Aggregate  Contributions of Participants who are subject  to  the
          Family  Member aggregation rules of Code Section 414(q)(6)  shall
          be  allocated  among  the Family Members  in  proportion  to  the
          Employee  and  Matching  Contributions  (or  amounts  treated  as
          Matching Contributions) of each family member that is combined to
          determine  the  ACP.  If such Excess Aggregate Contributions  are
          distributed more than 2-1/2 months after the last day of the Plan
          Year  in  which  such excess amounts arose, a  ten  (10)  percent
          excise  tax will be imposed on the Employer maintaining the  Plan
          with  respect  to those amounts.  Excess Aggregate  Contributions
          shall be treated as Annual Additions under the plan.
     
     (b)  Excess  Aggregate Contributions shall be adjusted for any  income
          or  loss  up  to  the end of the Plan Year.  The income  or  loss
          allocable to Excess Aggregate Contributions is the sum of  income
          or  loss  for  the  Plan  Year  allocable  to  the  Participant's
          Voluntary Contribution account, Matching Contribution account (if
          any,  and   if all amounts therein are not used in the ADP  test)
          and,  if  applicable, Qualified Non-Elective Contribution account
          and Elective Deferral account.  Income or loss will be calculated
          under the method used to calculate investment earnings and losses
          elsewhere in the Plan.
     
     (c)  Forfeitures of Excess Aggregate Contributions shall be applied to
          reduce  Employer  contributions at the end of the  Plan  Year  in
          which they occur.
     
     (d)  Excess  Aggregate Contributions shall be forfeited if such amount
          is not vested.  If vested, such excess shall be distributed on  a
          pro-rata  basis  from  the Participant's  Voluntary  Contribution
          account  (and,  if applicable, the Participant's  Qualified  Non-
          Elective  Contribution  account, Matching  Contribution  account,
          Qualified Matching Contribution account, and/or Elective Deferral
          account).
                               ARTICLE VIII
                                     
                  JOINT AND SURVIVOR ANNUITY REQUIREMENTS


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

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

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

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

8.4   Qualified  Election  A Qualified Election is an  election  to  either
waive  a Qualified Joint and Survivor Annuity or a Qualified Pre-Retirement
Survivor Annuity.  Any such election shall not be effective unless:

     (a)  the   Participant's  Spouse  consents  in  writing  to   the
          election,
     
     (b)  the  election  designates a specific beneficiary,  including
          any  class of beneficiaries or any contingent beneficiaries,
          which  may  not be changed without spousal consent  (or  the
          Spouse  expressly  permits designations by  the  Participant
          without any further spousal consent),

     (c)  the   Spouse's  consent  acknowledges  the  effect  of   the
          election, and
     
     (d)  the  Spouse's  consent is witnessed by a Plan representative
          or notary public.

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

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

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

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

     (a)  the period beginning with the first day of the Plan Year  in
          which  the  Participant attains age 32 and ending  with  the
          close of the Plan Year preceding the Plan Year in which  the
          Participant attains age 35,
     
     (b)  a  reasonable period ending after the individual  becomes  a
          Participant,
     
     (c)  a  reasonable period ending after this Article first applies
          to  the  Participant.  Notwithstanding the foregoing, notice
          must  be  provided within a reasonable period  ending  after
          separation  from  Service in the case of a  Participant  who
          separates from Service before attaining age 35.

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

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

     (a)  This  paragraph shall apply to a Participant  in  a  profit-
          sharing plan, and to any distribution, made on or after  the
          first day of the first plan year beginning after 1988,  from
          or under a separate account attributable solely to Qualified
          Voluntary  Contributions,  as  maintained  on  behalf  of  a
          Participant  in a money purchase pension plan, (including  a
          target  benefit  plan),  if  the  following  conditions  are
          satisfied:
          
          (1) the  Participant does not or cannot elect  payments
              in the form of a life annuity, and

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

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

     (a)  Any  living Participant not receiving benefits on August 23,
          1984,   who   would  otherwise  not  receive  the   benefits
          prescribed by the previous paragraphs of this Article,  must
          be  given  the  opportunity  to  elect  to  have  the  prior
          paragraphs  of  this  Article apply if such  Participant  is
          credited  with at least one Hour of Service under this  Plan
          or  a  predecessor Plan in a Plan Year beginning on or after
          January  1, 1976 and such Participant had at least 10  Years
          of  Service  for vesting purposes when he or  she  separated
          from Service.
     
     (b)  Any  living Participant not receiving benefits on August 23,
          1984,  who  was credited with at least one Hour  of  Service
          under  this Plan or a predecessor Plan on or after September
          2,  1974, and who is not otherwise credited with any Service
          in  a  Plan Year beginning on or after January 1, 1976, must
          be given the opportunity to have his or her benefits paid in
          accordance with paragraph 8.9.
     
     (c)  The  respective opportunities to elect [as described in  (a)
          and   (b)   above]  must  be  afforded  to  the  appropriate
          Participants during the period commencing on August 23, 1984
          and ending on the date benefits would otherwise commence  to
          said Participants.

8.9   Automatic Joint And Survivor Annuity And Early Survivor Annuity   Any
Participant  who  has  elected  pursuant  to  paragraph  8.8(b)   and   any
Participant  who  does not elect under paragraph 8.8(a) or  who  meets  the
requirements  of  paragraph 8.8(a), except that such Participant  does  not
have  at  least  10 years of vesting Service when he or she separates  from
Service, shall have his or her benefits distributed in accordance with  all
of  the  following requirements if benefits would have been payable in  the
form of a life annuity.


     (a)  Automatic  Joint and Survivor Annuity.  If benefits  in  the
          form   of  a  life  annuity  become  payable  to  a  married
          Participant who:
          
          (1)  begins  to receive payments under the Plan  on  or
               after Normal Retirement Age, or
          
          (2)  dies on or after Normal Retirement Age while still
               working for the Employer, or
          
          (3)  begins  to  receive  payments  on  or  after   the
               Qualified Early Retirement Age, or

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


                                ARTICLE IX
                                     
                                  VESTING


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

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

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

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

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

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

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

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

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

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

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


                                 ARTICLE X
                                     
                        LIMITATIONS ON ALLOCATIONS
                      AND ANTIDISCRIMINATION TESTING


10.1  Participation  In  This  Plan  Only   If  the  Participant  does  not
participate  in  and has never participated in another  qualified  plan,  a
Welfare  Benefit  Fund as described in paragraph 1.91,  individual  medical
account  as  defined  in Code Section 415(l)(2), or  a  Simplifed  Employee
Pension  Plan  (as defined in paragraph 1.77) maintained  by  the  adopting
Employer,  which provides an Annual Addition as defined in  paragraph  1.5,
the  amount  of Annual Additions which may be credited to the Participant's
account  for any Limitation Year will not exceed the lesser of the  Maximum
Permissible Amount or any other limitation contained in this Plan.  If  the
Employer  contribution that would otherwise be contributed or allocated  to
the  Participant's  account  would  cause  the  Annual  Additions  for  the
Limitation  Year  to  exceed  the Maximum Permissible  Amount,  the  amount
contributed  or allocated will be reduced so that the Annual Additions  for
the  Limitation Year will equal the Maximum Permissible Amount.   Prior  to
determining the Participant's actual Compensation for the Limitation  Year,
the Employer may determine the Maximum Permissible Amount for a Participant
on the basis of a reasonable estimate of the Participant's Compensation for
the  Limitation  Year, uniformly determined for all Participants  similarly
situated.   As soon as is administratively feasible after the  end  of  the
Limitation  Year,  the Maximum Permissible Amount for the  Limitation  Year
will  be  determined on the basis of the Participant's actual  Compensation
for the Limitation Year.

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

     (a)  Suspense Account Method

          (1)  (1)    Any   nondeductible   Employee   Voluntary,
               Required  Voluntary  Contributions  and  unmatched
               Elective Deferrals to the extent they would reduce
               the   Excess  Amount  will  be  returned  to   the
               Participant.   To the extent necessary  to  reduce
               the    Excess   Amount,   non-Highly   Compensated
               Employees   will   have  all  Elective   Deferrals
               returned  whether or not there was a corresponding
               match.
          
          (2)  If  after  the  application of  paragraph  (1)  an
               Excess Amount still exists, and the Participant is
               covered  by  the Plan at the end of the Limitation
               Year,  the  Excess  Amount  in  the  Participant's
               account   will   be   used  to   reduce   Employer
               contributions   (including   any   allocation   of
               forfeitures)  for  such Participant  in  the  next
               Limitation  Year,  and each succeeding  Limitation
               Year if necessary.

          (3)  If  after  the  application of  paragraph  (1)  an
               Excess Amount still exists, and the Participant is
               not  covered  by  the  Plan  at  the  end  of  the
               Limitation  Year, the Excess Amount will  be  held
               unallocated  in a suspense account.  The  suspense
               account  will be applied to reduce future Employer
               contributions   (including   allocation   of   any
               forfeitures) for all remaining Participants in the
               next   Limitation   Year,  and   each   succeeding
               Limitation Year if necessary.

          (4)  If  a suspense account is in existence at any time
               during  the  Limitation  Year  pursuant  to   this
               paragraph,   it  will  not  participate   in   the
               allocation of investment gains and losses.   If  a
               suspense  account  is  in existence  at  any  time
               during  a particular Limitation Year, all  amounts
               in  the  suspense  account must be  allocated  and
               reallocated to Participants' accounts  before  any
               Employer    Contributions    or    any    Employee
               contributions  may be made to the  Plan  for  that
               Limitation  Year.   Excess  amounts  may  not   be
               distributed    to    Participants    or     former
               Participants.

     (b)  Spillover Method

          (1)  Any  nondeductible  Employee  Voluntary,  Required
               Voluntary  Contributions  and  unmatched  Elective
               Deferrals  to  the  extent they would  reduce  the
               Excess Amount will be returned to the Participant.
               To  the  extent  necessary to  reduce  the  Excess
               Amount, non-Highly Compensated Employees will have
               all  Elective  Deferrals returned whether  or  not
               there was a corresponding match.

          (2)  Any  Excess Amount which would be allocated to the
               account  of  an individual Participant  under  the
               Plan's  allocation formula will be reallocated  to
               other  Participants in the same  manner  as  other
               Employer   contributions.   No  such  reallocation
               shall be made to the extent that it will result in
               an   Excess   Amount   being   created   in   such
               Participant's own account.
          
          (3)  To  the  extent that amounts cannot be reallocated
               under  (1)  above, the suspense account provisions
               of (a) above will apply.

10.3  Participation In This Plan And Another Qualified Master and Prototype
Defined Contribution Plan, Welfare Benefit Fund, Individual Medical Account
Or  Simplified Employee Pension Plan Maintained By The Employer  The Annual
Additions which may be credited to a Participant's account under this  Plan
for  any  Limitation  Year will not exceed the Maximum  Permissible  Amount
reduced  by the Annual Additions credited to a Participant's account  under
the other qualified Master or Prototype Defined Contribution Plans, Welfare
Benefit  Funds,  individual medical accounts as  defined  in  Code  Section
415(l)(2),  and  Simplified  Employee  Pension  Plans  maintained  by   the
Employer, which provide an Annual Addition as defined in paragraph 1.5  for
the  same  Limitation Year.  If the Annual Additions with  respect  to  the
Participant under other Defined Contribution Plans, Welfare Benefit  Funds,
individual   medical  accounts  and  Simplified  Employee   Pension   Plans
maintained by the Employer are less than the Maximum Permissible Amount and
the  Employer contribution that would otherwise be contributed or allocated
to  the  Participant's  account under this  Plan  would  cause  the  Annual
Additions  for  the Limitation Year to exceed this limitation,  the  amount
contributed or allocated will be reduced so that the Annual Additions under
all  such  plans and funds for the Limitation Year will equal  the  Maximum
Permissible  Amount.   If  the  Annual  Additions  with  respect   to   the
Participant under such other Defined Contribution Plans and Welfare Benefit
Funds in the aggregate are equal to or greater than the Maximum Permissible
Amount,  no  amount  will be contributed or allocated to the  Participant's
account under this Plan for the Limitation Year.  Prior to determining  the
Participant's actual Compensation for the Limitation Year, the Employer may
determine  the Maximum Permissible Amount for a Participant in  the  manner
described  in  paragraph 10.1.  As soon as administratively feasible  after
the  end  of  the Limitation Year, the Maximum Permissible Amount  for  the
Limitation Year will be determined on the basis of the Participant's actual
Compensation for the Limitation Year.

10.4  Disposition Of Excess Annual Additions Under Two Plans  If,  pursuant
to  paragraph  10.3  or as a result of forfeitures, a Participant's  Annual
Additions  under this Plan and such other plans would result in  an  Excess
Amount  for a Limitation Year, the Excess Amount will be deemed to  consist
of  the  Annual  Additions  last  allocated except  that  Annual  Additions
attributable to a Simplified Employee Pension Plan will be deemed  to  have
been allocated first followed by Annual Additions to a Welfare Benefit Fund
or  individual medical account as defined in Code Section 415(l)(2) will be
deemed  to  have  been allocated next regardless of the  actual  allocation
date.   If an Excess Amount was allocated to a Participant on an allocation
date  of this Plan which coincides with an allocation date of another plan,
the Excess Amount attributed to this Plan will be the product of:
     (a)  the total Excess Amount allocated as of such date, times
     
     (b)  the ratio of:
          
          (1)  the  Annual Additions allocated to the Participant  for
               the Limitation Year as of such date under the Plan, to
          
          (2)  the total Annual Additions allocated to the Participant
               for  the Limitation Year as of such date under this and
               all  the  other  qualified Master or Prototype  Defined
               Contribution Plans.

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

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

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

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

10.8 Special Rules Relating To Application Of ADP Test

     (a)  The Actual Deferral Percentage for any Participant who is a Highly
          Compensated Employee for the Plan Year and who is eligible to have
          Elective Deferrals (and Qualified Non-Elective Contributions or
          Qualified Matching Contributions, or both, if treated as Elective
          Deferrals for purposes of the ADP test) allocated to his or her
          accounts under two or more arrangements described in Code Section
          401(k), that are maintained by the Employer, shall be determined as if
          such Elective Deferrals (and, if applicable, such Qualified Non-
          Elective Contributions or Qualified Matching Contributions, or both)
          were made under a single arrangement.  If a Highly Compensated
          Employee participates in two or more cash or deferred arrangements
          that have different Plan Years, all cash or deferred arrangements
          ending with or within the same calendar year shall be treated as a
          single arrangement.  Notwithstanding the foregoing, certain plans
          shall be treated as separate if mandatorily disaggregated under
          regulations under Code Section 401(k).
     
     (b)  In the event that this Plan satisfies the requirements of Code
          Sections 401(k), 401(a)(4), or 410(b) only if aggregated with one or
          more other plans, or if one or more other plans satisfy the
          requirements of such Code Sections only if aggregated with this Plan,
          then this Section shall be applied by determining the Actual Deferral
          Percentage of Employees as if all such plans were a single plan.  For
          Plan Years beginning after 1989, plans may be aggregated in order to
          satisfy  Code Section 401(k) only if they have the same Plan Year.
     
     (c)  For purposes of determining the Actual Deferral Percentage of a
          Participant who is a five-percent owner or one of the ten most highly-
          paid Highly Compensated Employees, the Elective Deferrals (and
          Qualified Non-Elective Contributions or Qualified Matching
          Contributions, or both, if treated as Elective Deferrals for purposes
          of the ADP test) and Compensation of such Participant shall include
          the Elective Deferrals (and, if applicable, Qualified Non-Elective
          Contributions and Qualified Matching Contributions, or both) and
          Compensation for the Plan Year of Family Members as defined in
          paragraph 1.37 of this Plan.  Family Members, with respect to such
          Highly Compensated Employees, shall be disregarded as separate
          Employees in determining the ADP both for Participants who are non-
          Highly Compensated Employees and for Participants who are Highly
          Compensated Employees.  In the event of repeal of the family
          aggregation rules under Code Section 414(q)(6), all applications of
          such rules under this Plan will cease as of the effective date of such
          repeal.
     
     (d)  For purposes of determining the ADP test, Elective Deferrals,
          Qualified Non-Elective Contributions and Qualified Matching
          Contributions must be made before the last day of the twelve-month
          period immediately following the Plan Year to which contributions
          relate.
     
     (e)  The Employer shall maintain records sufficient to demonstrate
          satisfaction of the ADP test and the amount of Qualified Non-Elective
          Contributions or Qualified Matching Contributions, or both, used in
          such test.
     
     (f)  The determination and treatment of the Actual Deferral Percentage
          amounts of any Participant shall satisfy such other requirements as
          may be prescribed by the Secretary of the Treasury.


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

     (a)  Basic Test - The Average Contribution Percentage for Participants
          who are Highly Compensated Employees for the Plan Year shall not
          exceed the Average Contribution Percentage for Participants who
          are non-Highly Compensated Employees for the same Plan Year
          multiplied by 1.25; or
     
     (b)  Alternative Test - The Average Contribution Percentage for
          Participants who are Highly Compensated Employees for the Plan
          Year shall not exceed the Average Contribution Percentage for
          Participants who are non-Highly Compensated Employees for the
          same Plan Year multiplied by two (2), provided that the Average
          Contribution Percentage for Participants who are Highly
          Compensated Employees does not exceed the Average Contribution
          Percentage for Participants who are non-Highly Compensated
          Employees by more than two (2) percentage points.
     
10.10     Special Rules Relating To Application Of ACP Test
     
     (a)  If one or more Highly Compensated Employees participate in both a
          cash or deferred arrangement and a plan subject to the ACP test
          maintained by the Employer and the sum of the ADP and ACP of
          those Highly Compensated Employees subject to either or both
          tests exceeds the Aggregate Limit, then the ADP or ACP of those
          Highly Compensated Employees who also participate in a cash or
          deferred arrangement will be reduced (beginning with such Highly
          Compensated Employee whose ADP or ACP is the highest) as set
          forth in the Adoption Agreement so that the limit is not
          exceeded.  The amount by which each Highly Compensated Employee's
          Contribution Percentage Amount is reduced shall be treated as an
          Excess Aggregate Contribution.  The ADP and ACP of the Highly
          Compensated Employees are determined after any corrections
          required to meet the ADP and ACP tests.  Multiple use does not
          occur if both the ADP and ACP of the Highly Compensated Employees
          does not exceed 1.25 multiplied by the ADP and ACP of the non-
          Highly Compensated Employees.

     (b)  For purposes of this Article, the Contribution Percentage for any
          Participant who is a Highly Compensated Employee and who is
          eligible to have Contribution Percentage Amounts allocated to his
          or her account under two or more plans described in Code Section
          401(a) or arrangements described in Code Section 401(k) that are
          maintained by the Employer, shall be determined as if the total
          of such Contribution Percentage Amounts was made under each plan.
          If a Highly Compensated Employee participates in two or more cash
          or deferred arrangements that have different plan years, all cash
          or deferred arrangements ending with or within the same calendar
          year shall be treated as a single arrangement.  Notwithstanding
          the foregoing, certain plans shall be treated as separate if
          mandatorily disaggregated under regulations under Code Section
          401(k).
     
     (c)  In the event that this Plan satisfies the requirements of Code
          Sections 401(a)(4), 401(m), or 410(b) only if aggregated with one
          or more other plans, or if one or more other plans satisfy the
          requirements of such Code Sections only if aggregated with this
          Plan, then this Section shall be applied by determining the
          Contribution Percentage of Employees as if all such plans were a
          single plan.  For plan years beginning after 1989, plans may be
          aggregated in order to satisfy Code Section 401(m) only if the
          aggregated plans have the same Plan Year.
     
    (d)  For purposes of determining the Contribution percentage of a
          Participant who is a five-percent owner or one of the ten most
          highly-paid Highly Compensated Employees, the Contribution
          Percentage Amounts and Compensation of such Participant shall
          include the Contribution Percentage Amounts and Compensation for
          the Plan Year of Family Members as defined in Paragraph 1.37 of
          this Plan.  Family Members, with respect to Highly Compensated
          Employees, shall be disregarded as separate Employees in
          determining the Contribution Percentage both for Participants who
          are non-Highly Compensated Employees and for Participants who are
          Highly Compensated Employees.  In the event of repeal of the
          family aggregation rules under Code Section 414(q)(6),  all
          applications of such rules under this Plan will cease as of the
          effective date of such repeal.
     
     (e)  For purposes of determining the Contribution Percentage test,
          Employee Contributions are considered to have been made in the
          Plan Year in which contributed to the trust. Matching
          Contributions and Qualified Non-Elective Contributions will be
          considered made for a Plan Year if made no later than the end of
          the twelve-month period beginning on the day after the close of
          the Plan Year.

     (f)  The Employer shall maintain records sufficient to demonstrate
          satisfaction of the ACP test and the amount of Qualified Non-
          Elective Contributions or Qualified Matching Contributions, or
          both, used in such test.

     (g)  The determination and treatment of the Contribution Percentage of
          any Participant shall satisfy such other requirements as may be
          prescribed by the Secretary of the Treasury.
     
     (h)  Qualified Matching Contributions and Qualified Non-Elective
          Contributions used to satisfy the ADP test may not be used to
          satisfy the ACP test.
                                     
                                ARTICLE XI
                                     
                              ADMINISTRATION


11.1 Plan Administrator  The Employer shall be the named fiduciary and Plan
Administrator. The Plan Administrator's duties shall include  but  are  not
limited to:

     (a)  appointing the Plan's attorney, accountant, actuary, or  any
          other party needed to administer the Plan,
     
     (b)  directing  the  Trustee  or  Recordkeeper  with  respect  to
          payments from the Fund,
     
     (c)  communicating  with Employees regarding their  participation
          and benefits under the Plan, including the administration of
          all claims procedures,
     
     (d)  filing any returns and reports with the Internal Revenue Ser
          vice, Department of Labor, or any other governmental agency,
     
     (e)  reviewing and approving any financial reports, investment re
          views,  or other reports prepared by any party appointed  by
          the Employer under paragraph (a),

     (f)  ensuring that any and all Plan loans are in compliance  with
          all  requirements of law, including but not limited to,  the
          requirements   of  the  Internal  Revenue   Code   and   the
          regulations thereunder and the regulations of the Department
          of Labor,

     (g)  obtaining  a legal determination of the qualified status  of
          all  Qualified Domestic Relations Orders and complying  with
          all  requirements  of  the  law  with  regard  thereto,   in
          accordance with paragraph 12.5,

     (h)  establishing  a  funding  policy and  investment  objectives
          consistent  with the purposes of the Plan and  the  Employee
          Retirement Income Security Act of 1974, and
     
     (i)  construing    and   resolving   any   question    of    Plan
          interpretation.  The Plan Administrator's interpretation  of
          Plan provisions including eligibility and benefits under the
          Plan  is  final, and unless it can be shown to be  arbitrary
          and capricious will not be subject to "de novo" review.

11.2  Trustee   The  Trustee shall be responsible for  the  safekeeping  of
investments  held  in the Fund and shall act solely as a directed  Trustee.
The Trustee's duties shall include:

     (a)  receiving contributions under the terms of the Plan,
     
     (b)  making  distributions  from  the  Fund  in  accordance  with
          written    instructions   received   from   an    authorized
          representative of the Employer, including any  Recordkeeper,
          and
     
     (c)  filing  with  the Employer, within 90 days after  each  Plan
          Year, and within 90 days after its removal or resignation as
          Trustee, an accounting of its safekeeping of the Fund during
          such year or from the end of the preceding Plan Year to  the
          date  of  removal  or  resignation.  Such  accounting  shall
          include a statement of cash receipts and disbursements since
          the  date of its last accounting and shall contain an  asset
          list  showing the fair market value of investments  held  in
          the  Fund  as  of the end of the Plan Year.   The  value  of
          marketable  investments shall be determined using  the  most
          recent  price  quoted on a national securities  exchange  or
          over  the  counter  market.   The  value  of  non-marketable
          investments shall be determined in the sole judgement of the
          Trustee,   which   determination  shall   be   binding   and
          conclusive.   The  value  of investments  in  securities  or
          obligations  of  the Employer in which there  is  no  market
          shall  be  determined in the sole judgement of the Employer,
          and the Trustee shall have no responsibility with respect to
          the valuation of such assets.  The Employer shall review the
          Trust accounting and notify the Trustee in the event of  its
          disapproval  of  the  report within 90 days,  providing  the
          Trustee with a written description of the items in question.
          Upon  expiration  of  90  days after furnishing  such  Trust
          accounting  to  the Employer, the Trustee shall  be  forever
          released    and   discharged   from   all   liability    and
          accountability to anyone with respect to its acts,  actions,
          duties,  obligations  or responsibilities  as  shown  in  or
          reflected by such statement, except with respect to any such
          acts  or  transactions as to which the Employer  shall  have
          filed written objections with the Trustee within such 90-day
          period.   The  Trustee  shall have 60 days  to  provide  the
          Employer  with  a  written  explanation  of  the  items   in
          question.   If the Employer again disapproves,  the  Trustee
          shall   file   its  accounting  in  a  court  of   competent
          jurisdiction for audit and adjudication.
     
     (d)  employing  such agents, attorneys or other professionals  as
          the   Trustee  may  deem  necessary  or  advisable  in   the
          performance of its duties.

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

11.3  Recordkeeper  The Recordkeeper shall be responsible  for  maintaining
Plan  administrative records.  The Recordkeeper's duties shall include  but
are not limited to:

     (a)  transmitting  Employer directives, as agent of the  Employer,  to
          the Trustee,

     (b)  keeping  accurate  records reflecting the administration  of  the
          Fund,

     (c)  making  such  records available to the Employer  for  review  and
          audit,

     (d)  accounting of any loans made to Participants, and

     (e)  any   and  all  duties  agreed  upon  between  the  Employer  and
          Recordkeeper.

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

11.5 Division Of Duties And Indemnification

     (a)  The  Trustee shall have no authority except pursuant to  the
          Employer's direction or that of any authorized agent of  the
          Employer.
     
     (b)  The Trustee shall not be liable for the making, retention or
          sale  of  any  investment or reinvestment  made  by  it,  as
          herein  provided, or for any loss to, or diminution  of  the
          Fund, or for any other loss or damage which may result  from
          the  discharge of its duties hereunder except to the  extent
          it  is judicially determined that the Trustee has failed  to
          exercise  the care, skill, prudence and diligence under  the
          circumstances  then prevailing that a prudent person  acting
          in  a like capacity and familiar with such matters would use
          in  the  conduct  of an enterprise of a like character  with
          like aims.
     
     (c)  The  Employer warrants that all directions issued by  it  to
          the  Trustee or the Recordkeeper will be in accordance  with
          the terms of the Plan and not contrary to the provisions  of
          the  Employee  Retirement Income Security Act  of  1974  and
          regulations issued thereunder.
     
     (d)  Neither the Trustee nor the Recordkeeper shall be answerable
          for  any  action  taken pursuant to any direction,  consent,
          certificate, or other paper or document on the  belief  that
          the  same  is genuine and signed by the proper person.   All
          directions  by  the  Employer,  Participant,  or  the   Plan
          Administrator  shall  be  in writing.   The  Employer  shall
          deliver to the Trustee or Recordkeeper, if any, certificates
          evidencing the  individual or individuals authorized to  act
          as  set  forth in the Adoption Agreement or as the  Employer
          may subsequently inform the Trustee or Recordkeeper, if any,
          in writing and shall deliver to the Trustee or Recordkeeper,
          if any, specimens of their signatures.

     (e)  The   duties  and  obligations  of  the  Trustee   and   the
          Recordkeeper  shall  be limited to those  expressly  imposed
          upon  it  by  this instrument or otherwise  agreed  upon  in
          writing.   Responsibility for administrative duties required
          under the Plan or applicable law not expressly imposed  upon
          or agreed to by the Trustee and the Recordkeeper, shall rest
          solely with the Employer.
     
     (f)  The  Trustee shall be indemnified and saved harmless by  the
          Employer from and against any and all liability to which the
          Trustee  may be subjected, including all expenses reasonably
          incurred  in  its defense for any action or failure  to  act
          resulting  from  compliance with  the  instructions  of  the
          Employer, the employees or agents of the Employer, the  Plan
          Administrator, the Recordkeeper, or any other  fiduciary  to
          the Plan, and for any liability arising from the actions  or
          non-actions of any predecessor Trustee or fiduciary or other
          fiduciaries of the Plan.
     
     (g)  Neither   the   Trustee  nor  the  Recordkeeper   shall   be
          responsible  in any way for the application of any  payments
          it  is  directed to make or for the adequacy of the Fund  to
          meet and discharge any and all liabilities under the Plan.


                                ARTICLE XII
                                     
                                TRUST FUND


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

12.2  Control  Of Plan Assets  The assets of the Fund or  evidence  of
ownership shall be held by the Trustee under the terms of the Plan and
Trust.   If  the  assets  represent amounts transferred  from  another
trustee under a former plan, the Trustee named hereunder shall not  be
responsible  for  any  actions of the prior fiduciary,  including  the
review of the propriety of any investment under the former plan.   Any
such review is to be the responsibility of the Employer.

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

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

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

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

The Order shall not be deemed a QDRO if it requires the Plan to provide:
     
     (e)  any  type  or  form  of benefit, or any option  not  already
          provided for in the Plan,
     
     (f)  increased   benefits,  or  benefits   in   excess   of   the
          Participant's vested rights,
     
     (g)  payment  of  a  benefit earlier than allowed by  the  Plan's
          earliest  retirement provisions or in the case of a  profit-
          sharing  plan,  prior  to  the  allowability  of  in-service
          withdrawals, or
     
     (h)  payment of benefits to an alternate payee which are required
          to be paid to another alternate payee under another QDRO.
     
Promptly,  upon receipt of an Order which may or may not be qualified,  the
Plan  Administrator shall notify the Participant and any alternate payee(s)
named  in  the Order of such receipt, and include a copy of this  paragraph
12.5.  The Plan Administrator shall then obtain a legal determination as to
whether  or  not the Order is in fact qualified as defined in Code  Section
414(p).  Within a reasonable time after receipt of the Order, not to exceed
60 days, a legal determination shall be made as to its qualified status and
the  Participant and any alternate payee(s) shall be promptly  notified  in
writing of the determination.

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

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


                               ARTICLE XIII
                                     
                                INVESTMENTS


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

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

13.2 Funding Arrangement  The Employer shall appoint Capital Guardian Trust
Company  to  serve as  Trustee of the Fund.  The Fund shall be invested  in
any  of  the  alternatives available to the Trustee  under  paragraph  13.3
herein.

13.3  Investment  Alternatives Of The Trustee   The  Trustee  shall  invest
assets  in accordance with the Employer's investment instructions  and  the
Employee  Retirement Income Security Act of 1974.  In  addition  to  powers
given by law, the Trustee may:

     (a)  invest  the  Fund in any form of property, including  common
          and  preferred stocks, exchange traded put and call options,
          bonds,  money  market instruments, mutual  funds  (including
          funds  for which the Trustee or any of its affiliates  serve
          as  investment advisor),  savings accounts, certificates  of
          deposit,  Treasury  bills,  insurance  policies  and   group
          annuity  or other contracts, or in any other property,  real
          or  personal,  having  a ready market  including  securities
          issued  by  the  Trustee and/or affiliates of  the  Trustee;
          provided,   however,  that  the  Trustee  must  consent   to
          investments  other  than mutual funds or insurance  policies
          and  contracts  issued  by  an  insurer  acceptable  to  the
          Trustee.  The Trustee may invest in its own deposits and, if
          applicable,  those  of affiliates, which bear  a  reasonable
          interest  rate.   No  portion  of  any  Qualified  Voluntary
          Contribution,  or the earnings thereon, may be  invested  in
          life  insurance  contracts or, as  with  any  Participant-di
          rected    investment,   in   tangible   personal    property
          characterized by the IRS as a collectible,
     
     (b)  invest any assets of the Fund in a group or collective trust
          established  to  permit the pooling  of  funds  of  separate
          pension  and  profit-sharing trusts, provided  the  Internal
          Revenue Service has ruled such group or collective trust  to
          be qualified under Code Section 401(a) and exempt under Code
          Section 501(a) (or the applicable corresponding provision of
          any  other  Revenue Act) or to any other common, collective,
          or  commingled trust fund which has been or may hereafter be
          established and maintained by the Trustee and/or  affiliates
          of the Trustee.  Such commingling of assets of the Fund with
          assets of other qualified trusts is specifically authorized,
          and  to  the extent of the investment of the Fund in such  a
          group  or  collective  trust, the terms  of  the  instrument
          establishing the group or collective trust shall be  a  part
          hereof as though set forth herein,
     
     (c)  invest  up  to  100%  of  the  Fund  in  the  common   stock
          (Qualifying Employer Securities), debt obligations,  or  any
          other security issued by the Employer or by an affiliate  of
          the  Employer within the limitations provided under Sections
          406, 407, and 408 of the Employee Retirement Income Security
          Act  of 1974 and further provided that such investment  does
          not  constitute a prohibited transaction under Code  Section
          4975.  Any such investment in Employer securities shall only
          be  made upon written direction of the Employer who shall be
          solely responsible for propriety of such investment,
     
     (d)  hold  cash  uninvested and deposit same with any banking  or
          savings institution, including its own banking department or
          the banking department of an affiliate,
     
     (e)  join  in  or  oppose  the reorganization,  recapitalization,
          consolidation, sale or merger of corporations or properties,
          including  those in which it is interested as Trustee,  upon
          such terms as it deems wise,
     
     (f)  hold investments in nominee or bearer form,
     
     (g)  vote  proxies  and,  if appropriate, pass  them  on  to  any
          investment manager which may have directed the investment in
          the  equity giving rise to the proxy;  however, with  regard
          to  registered  investment  company  shares  advised  by  an
          affiliate of the Trustee, deliver to the Employer,  and  the
          Employer will in turn deliver to the Participants, copies of
          any  notices of shareholder meetings, prospectuses,  proxies
          and proxy information and such shareholder reports which are
          received  by  the  Trustee with respect to  such  investment
          company  shares.   The Trustee shall not vote  any  of  such
          shares except in accordance with the written instructions of
          the Employer.
     
     (h)  exercise all ownership rights with respect to assets held in
          the Fund.
     
13.4 Participant Loans  If agreed upon by the Trustee and permitted by
the Employer in the Adoption Agreement, a Participant may make applica
tion  to  the Employer requesting a loan from the Fund.  The  Employer
shall  have  the  sole  right  and  responsibility  of  approving   or
disapproving Participant applications.  Loans shall be made  available
to  all Participants on a reasonably equivalent basis. Loans shall not
be  made available to Highly Compensated Employees [as defined in Code
Section  414(q)] in an  amount greater than the amount made  available
to  other  Employees.  Any loan granted under the Plan shall  be  made
subject to the following rules:

     (a)  no  loan,  when aggregated with any outstanding  Participant
          loan(s),  shall exceed the lesser of (i) $50,000 reduced  by
          the  excess, if any, of the highest outstanding  balance  of
          loans  during the one year period ending on the  day  before
          the loan is made, over the outstanding balance of loans from
          the  Plan  on the date the loan is made or (ii) one-half  of
          the  fair  market  value of a Participant's  vested  account
          balance  built  up  from  Employer contributions,  Voluntary
          Contributions, and Rollover Contributions.  For the  purpose
          of  the  above limitation, all loans from all plans  of  the
          Employer and other members of a group of employers described
          in  Code Sections 414(b), 414(c), and 414(m) are aggregated.
          An  assignment or pledge of any portion of the Participant's
          interest  in the Plan will be treated as a loan  under  this
          paragraph.
     
     (b)  all  applications  must  be made on forms  provided  by  the
          Employer and must be signed by the Participant.
     
     (c)  any  loan  shall bear interest at a rate reasonable  at  the
          time of application, considering the purpose of the loan and
          the rate being charged by representative commercial banks in
          the  local area for a similar loan unless the Employer  sets
          forth a different method for determining loan interest rates
          in  its  loan  procedures.  The loan  agreement  shall  also
          provide  that  the  payment  of principal  and  interest  be
          amortized in level payments not less than quarterly.
     
     (d)  the term of such loan shall not exceed five years except  in
          the  case of a loan for the purpose of acquiring any  house,
          apartment,  condominium,  or mobile  home  (not  used  on  a
          transient  basis) which is used or is to be  used  within  a
          reasonable   time   as  the  principal  residence   of   the
          Participant.   The term of such loan shall be determined  by
          the  Employer  considering  the  maturity  dates  quoted  by
          representative  commercial banks in the  local  area  for  a
          similar loan.
     
     (e)  the  principal and interest paid by a Participant on his  or
          her loan shall be credited to the Fund in the same manner as
          for  any  other  Plan  investment.   Loans  are  treated  as
          segregated investments of the individual Participants.  This
          provision  is not available if its election will  result  in
          discrimination in operation of the Plan.
     
     (f)  if  a  Participant's  loan application is  approved  by  the
          Employer, such Participant shall be required to sign a note,
          loan agreement, and assignment of 50% of his or her interest
          in  the  Fund  as collateral for the loan.  The Participant,
          except  in the case of a profit-sharing plan satisfying  the
          requirements  of paragraph 8.7, must obtain the  consent  of
          his  or  her Spouse, if any, within the 90-day period before
          the  time his or her account balance is used as security for
          the  loan.  A new consent is required if the account balance
          is  used for any renegotiation, extension, renewal or  other
          revision  of the loan, including an increase in  the  amount
          thereof.  The consent must be written, must acknowledge  the
          effect  of  the  loan,  and must  be  witnessed  by  a  Plan
          representative  or  notary  public.   Such   consent   shall
          subsequently  be  binding  with respect  to  the  consenting
          Spouse or any subsequent Spouse.
     
     (g)  if  a valid Spousal consent has been obtained, then, notwith
          standing  any other provision of this Plan, the  portion  of
          the  Participant's Vested Account Balance used as a security
          interest held by the Plan by reason of a loan outstanding to
          the Participant shall be taken into account for purposes  of
          determining the amount of the account balance payable at the
          time of death or distribution, but only if the reduction  is
          used  as  repayment of the loan.  If less than 100%  of  the
          Participant's  Vested  Account Balance  (determined  without
          regard  to  the  preceding  sentence)  is  payable  to   the
          Surviving Spouse, then the account balance shall be adjusted
          by  first reducing the Vested Account Balance by the  amount
          of  the  security used as repayment of the  loan,  and  then
          determining the benefit payable to the Surviving Spouse.
     
     (h)  a  Participant's  loan  shall  immediately  become  due  and
          payable  if such Participant terminates employment  for  any
          reason  or fails to make a principal and/or interest payment
          as  provided  in  the loan agreement.  If  such  Participant
          terminates   employment,  the  Employer  shall   immediately
          request  payment of principal and interest on the loan.   If
          the  Participant refuses payment following termination,  the
          Employer  shall  reduce  the  Participant's  Vested  Account
          Balance  by the remaining principal and interest on  his  or
          her  loan.   If the Participant's Vested Account Balance  is
          less  than the amount due, the Employer shall take  whatever
          steps are necessary to collect the balance due directly from
          the   Participant.    However,   no   foreclosure   on   the
          Participant's   note  or  attachment  of  the  Participant's
          account  balance  will  occur until  a  distributable  event
          occurs in the Plan.
     
     (i)  no loans will be made to Owner-Employees (as defined in para
          graph   1.52)  or  Shareholder-Employees  (as   defined   in
          paragraph  1.76), unless the Employer obtains  a  prohibited
          transaction exemption from the Department of Labor.

13.5  Employer  Investment Direction  If elected by  the  Employer  in  the
Adoption Agreement, the Employer, or the Recordkeeper shall have the  right
to  direct  the  Trustee with respect to investments of the  Fund  or,  the
Employer  may  appoint an investment manager (registered as  an  investment
advisor  under the Investment Advisors Act of 1940) to direct  investments.
Such  investments  shall  be restricted to investments  acceptable  to  the
Trustee.   The  Employer may purchase and sell interests  in  a  registered
investment company (i.e., mutual funds) for which the Sponsor, its  parent,
affiliates,  or successors, may serve as investment advisor and  for  which
the  Sponsor  receives compensation from the registered investment  company
for  its  services  as investment advisor.  The Employer shall  advise  the
Trustee  in  writing regarding the retention of investment  powers  or  the
appointment of an investment manager.  Any investment directive under  this
Plan shall be made in writing by the Employer or investment manager, as the
case  may  be.   Such instructions regarding the delegation  of  investment
responsibility shall remain in force until revoked or amended  in  writing.
The  Trustee  shall not be responsible for the propriety of any  investment
made  at  the  direction of the Employer or Recordkeeper and shall  not  be
required  to  consult with or advise the Employer regarding the  investment
quality  of  any  directed investment held hereunder.  If the  Employer  or
Recordkeeper does not issue investment directions, the Trustee shall invest
the  assets in cash, cash-equivalents or a money market mutual fund advised
by an affiliate of the Trustee until the Employer designates an investment.
While  the Employer may direct the Trustee or Recordkeeper with respect  to
Plan investments, the Employer may not:

     (a)  borrow from the Fund or pledge any of the assets of the Fund
          as security for a loan,
     
     (b)  buy  property or assets from or sell property or  assets  to
          the Fund,
     
     (c)  charge any fee for services rendered to the Fund, or
     
     (d)  receive any services from the Fund on a preferential basis.

13.6  Employee  Investment Direction  If elected by  the  Employer  in  the
Adoption  Agreement, Participants shall be given the option to  direct  the
investment  of  their  personal  contributions  and  their  share  of   the
Employer's  contribution among alternative investment funds established  as
part  of  the  overall Fund.  Such investment funds shall be restricted  to
funds  acceptable  to  the Trustee.  If investments outside  the  Trustee's
control  are allowed, Participants may not direct that investments be  made
in  collectibles.  In this connection, a Participant's right to direct  the
investment of any contribution shall apply only to selection of the desired
fund.  The following rules shall apply to the administration of such funds.

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

     (b)  A Participant may change his or her election with respect to
          future  contributions by filing a new investment designation
          form  with  the  Employer in accordance with the  procedures
          established by the Plan Administrator.
     
     (c)  A  Participant may elect to transfer all or part of  his  or
          her balance from one investment fund to another by filing an
          investment  designation form with the Employer in accordance
          with the procedures established by the Plan Administrator.
     
     (d)  The   Employer   shall  be  responsible,  when  transmitting
          Employee  and  Employer contributions, to  show  the  dollar
          amount  to  be  credited to each investment  fund  for  each
          Employee.
     
     (e)  Except  as  otherwise  provided in  the  Plan,  neither  the
          Trustee, the Employer, the Recordkeeper nor any fiduciary of
          the Plan shall be liable to the Participant or any of his or
          her  beneficiaries for any loss resulting from action  taken
          at the direction of the Participant.

13.7   Appointment   of   Additional   Trustee   And   Allocation   Of
Responsibilities Thereto  If the Employer selects Qualifying  Employer
Securities or other specific investments for which the Trustee is  not
serving  as  trustee, as an investment of the Plan, then an additional
trustee will be appointed by the Employer to serve as trustee  of  the
Qualifying Employer Securities or other specific investments.  In  the
event that an additional trustee is appointed for the Plan to serve as
the  trustee  of  Qualifying  Employer Securities  or  other  specific
investments  which  are  permitted by the Plan,  but  for  which  this
Trustee  is  not  serving  as  trustee, this  Trustee  shall  have  no
responsibilities to these assets other than as set forth herein.   The
duties of the Trustee shall be limited to the assets held in the  Fund
and  the  Trustee shall have no duties with respect to assets held  by
any  other person including, without limitation, any other trustee for
the  Plan.   Inversely, any other trustee of the Plan  shall  have  no
duties with respect to assets held in the Fund by the Trustee.


                                ARTICLE XIV
                                     
                           TOP-HEAVY PROVISIONS


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

14.2 Minimum Contribution  Notwithstanding any other provision in  the
Employer's  Plan, for any Plan Year in which the Plan is Top-Heavy  or
Super  Top-Heavy, the aggregate Employer contributions and forfeitures
allocated  on behalf of any Participant (without regard to any  Social
Security   contribution)  under  this  Plan  and  any  other   Defined
Contribution Plan of the Employer shall be lesser of three-percent  of
such  Participant's Compensation or the largest percentage of Employer
contributions  and  forfeitures, as a percentage of the  Participant's
Compensation  as imposed by Code Section 401(a)(17) and,  as  adjusted
under  Code  Section  415(d),   of the  Key  Employee's  Compensation,
allocated on behalf of any Key Employee for that year.

Each  Participant who is employed by the Employer on the last  day  of
the  Plan  Year  shall  be entitled to receive an  allocation  of  the
Employer's  minimum  contribution for such  Plan  Year.   The  minimum
allocation  applies  even  though  under  other  Plan  provisions  the
Participant  would not otherwise be entitled to receive an allocation,
or  would  have received a lesser allocation for the year because  the
Participant  fails to make Mandatory Contributions to  the  Plan,  the
Participant's  Compensation  is less than  a  stated  amount,  or  the
Participant  fails to complete 1,000 Hours of Service (or such  lesser
number  as  may be required in Section 3(k)(ii) of Adoption  Agreement
#002)  during the Plan Year.  A Paired profit-sharing plan  designated
to provide the minimum Top-Heavy contribution must do so regardless of
profits.   An  Employer  may make the minimum  Top-Heavy  contribution
available to all Participants or just non-Key Employees.

For  purposes of computing the minimum allocation, Compensation  shall
mean Compensation as defined in the second paragraph of paragraph 1.13
of the Plan.

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

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

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


14.4  Limitations On Allocations  In any Plan Year in which  the  Top-
Heavy Ratio exceeds 90% (i.e., the Plan becomes Super Top-Heavy),  the
denominators of the Defined Benefit Fraction (as defined in  paragraph
1.17) and Defined Contribution Fraction (as defined in paragraph 1.20)
shall be computed using 100% of the dollar limitation instead of 125%.
                                     
                                     
                                ARTICLE XV
                                     
                         AMENDMENT AND TERMINATION


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

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

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

 because of the required aggregation of multiple plans.

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

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

15.3  Termination  Employers shall have the right to terminate their  Plans
upon  60 days notice in writing to the Trustee.  If the Plan is terminated,
partially  terminated,  or  if  there  is  a  complete  discontinuance   of
contributions  under a profit-sharing plan maintained by the Employer,  all
amounts  credited  to the accounts of Participants shall  vest  and  become
nonforfeitable.  In the event of a partial termination, only those who  are
affected  by such partial termination shall be fully vested.  In the  event
of  termination, the Employer or Recordkeeper shall direct the Trustee with
respect to the distribution of accounts.  The Trustee shall dispose of  the
Fund in accordance with the written directions of the Plan Administrator or
Recordkeeper,  provided  that  no liquidation  of  assets  and  payment  of
benefits,  (or provision therefor), shall actually be made by  the  Trustee
until  after it is established by the Employer in a manner satisfactory  to
the  Trustee,  that the applicable requirements, if any,  of  the  Employee
Retirement  Income  Security  Act of 1974 and  the  Internal  Revenue  Code
governing  the  termination of employee  benefit plans, have  been  or  are
being,   complied  with,  or  that  appropriate  authorizations,   waivers,
exemptions, or variances have been, or are being obtained.

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

15.5 Mergers And Consolidations

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

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

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


                                ARTICLE XVI
                                     
                    ELAPSED TIME RULES AND DEFINITIONS

16.1  Application   If the Adoption Agreement specifies  the  Elapsed  Time
method  of determining Service, the rules and definitions provided in  this
Article XVI shall supersede the corresponding provisions of the Plan to the
extent provided herein.

16.2  Hour Of Service  In lieu of the provisions of paragraph 1.43(a),  (b)
and  (c),  an  Hour of Service shall mean an hour for which an Employee  is
paid or entitled to payment for the performance of duties for the Employer.

16.3  Service Or Period Of Service  In lieu of the provisions of  paragraph
1.75,  Service shall mean the aggregate of all years and fractions of years
of  an Employee's employment by the Employer.  Fractions of a year shall be
expressed  in  terms of days.  A Period of Service shall  mean  the  period
beginning  on  the  date on which the Employee first performs  an  Hour  of
Service upon employment or reemployment, and ending on the date on which  a
Period  of  Severance begins.  A Period of Service shall also  include  any
Periods of Severance of less than 12 consecutive months.

16.4  Year Of Service  In lieu of the provisions of paragraph 1.92, a  Year
of  Service  shall mean a Period of Service of 12 months,  whether  or  not
consecutive.

16.5  Period  Of Severance  A Period of Severance shall mean  a  continuous
period during which the Employee is not employed by the Employer.  A Period
of Severance shall begin on the earlier of:

     (a)  the  date  on  which  the Employee retires,  dies,  quits  or  is
          discharged, or

     (b)  the  first 12-month anniversary of the date on which the Employee
          is   first   absent  from  employment  for  reasons  other   than
          retirement, death, quit or discharge;

provided,  however,  that in the case of an Employee  who  is  absent  from
employment  beyond  the first 12-month anniversary  of  the  first  day  of
absence by reason of Parental Leave, the Period of Severance shall begin on
the  second  12-month anniversary of the date of such absence.  The  period
between  the  first and second 12-month anniversaries of the first  day  of
absence  from employment shall be neither a Period of Service nor a  Period
of Severance.

A  Period  of  Severance shall end on the date on which the Employee  again
performs an Hour of Service.

16.6 Break In Service  In lieu of the provisions of paragraph 1.11, a Break
in Service shall mean a Period of Severance of 12 consecutive months.

16.7  Parental  Leave  For purposes of paragraph 16.5 and in  lieu  of  the
provisions  of  paragraph 1.43(e), Parental Leave  shall  mean  any  period
during which an individual is absent from employment,

     (a)  by reason of the pregnancy of the individual,

     (b)  by reason of the birth of a child of the individual,

     (c)  by  reason  of  placement  of  a child  with  the  individual  in
          connection with the adoption of such child by the individual, or

     (d)  for  purposes  of  caring for such child for a  period  beginning
          immediately following the birth or placement.

An  absence  from  employment  shall not be a  Parental  Leave  unless  the
Employee  furnishes to the Employer such timely information as the Employer
may reasonably require in order to establish that the nature and period  of
absence  from  employment  meet the requirements  of  this  pargraph  16.7.
Nothing  contained in this Article XVI shall be construed to  establish  an
Employer  leave policy or treat a Parental Leave as an authorized leave  of
absence.

16.8  Computation Period  In lieu of the provisions of paragraphs  2.3  and
9.3, Years of Service and Breaks in Service shall be determined as provided
below:

     (a)  all  Periods  of Serivce shall be aggregated so that  a  Year  of
          Service  shall  be  completed as of the date  that  the  Employee
          completes 12 months of Service (30 days shall be considered to be
          one month in the case of aggregation of fractional months), and

     (b)  all  Breaks  in  Service shall be determined in  accordance  with
          paragraph 16.6.

16.9  Allocationg  Employer Contributions  In lieu  of  the  provisions  of
paragraph   5.3,  the  Employer's  contribution  shall  be   allocated   to
Participants  in  accordance with the allocation formula  selected  by  the
Employer  in  the  Adoption  Agreement and  the  minimum  contribution  and
allocation requirements for Top-Heavy Plans;  provided, however, that  each
Participant shall share in Employer contributions for the period  beginning
on  the  date on which the Participant begins participation under the  Plan
and ending on the earlier of:

     (a)  the  date  on  which the Participant severs employment  with  the
          Employer, or

     (b)  the  date  on which the Participant is no longer a member  of  an
          eligible class of Employees.


                               ARTICLE XVII
                                     
                               GOVERNING LAW

Construction, validity and administration of the Prototype Plan and  Trust,
and  any Employer Plan and Trust as embodied in the Prototype document  and
accompanying Adoption Agreement, shall be governed by Federal  law  to  the
extent applicable and to the extent not applicable by the laws of the State
in which the principal office of the Sponsor is located.

                                   Exhibit 4(c)(i)



                      NONSTANDARDIZED
                     ADOPTION AGREEMENT
         PROTOTYPE CASH OR DEFERRED PROFIT-SHARING
                       PLAN AND TRUST
                        Sponsored by
             AMERICAN FUNDS DISTRIBUTORS, INC.



The  Employer  named  below hereby establishes a Cash or  Deferred  Profit-
Sharing  Plan for eligible Employees as provided in this Adoption Agreement
and the accompanying Basic Prototype Plan and Trust/Basic Plan Document #03
(the  "Plan").   If  multiple  Employers are adopting  the  Plan,  complete
Section 1 based on the lead Employer.  Additional Employers may adopt  this
Plan  by  attaching executed signature pages to the back of the  Employer's
Adoption Agreement.

1. EMPLOYER INFORMATION

   EMPLOYER'S NAME:

   Newcor, Inc.
   ADDRESS:

   1825 S. Woodward, Suite 240
   Bloomfield Hills, MI  48302
   
   PRINCIPAL ADDRESS (if different):
   
   TELEPHONE NUMBER:        810-253-2405
   TAX ID NUMBER:                38-0865770

   EMPLOYER'S FISCAL YEAR:  10/31


   FORM OF BUSINESS:

   [  ] Sole Proprietor

   [  ] Partnership

   [  ] "S" Corporation

   [ X] Corporation

   [  ] Other:

   MEMBER OF:

   [ ]  Controlled Group

   [  ] Affiliated Service Group

   [  ] Group of trade or businesses under common control
                       
   DATE OF INCORPORATION:
                            
   June 3, 1933

   NAME OF PLAN:
   
   Newcor Savings Plan

   THREE DIGIT PLAN NUMBER
   FOR ANNUAL RETURN/REPORT:  006


2. EFFECTIVE DATE

   2.(a)     This is a new Plan having an effective date of         .

   2.(b)     This is an amended Plan.

        The effective date of the original Plan was May 1, 1985.

        The effective date of the amended Plan is April 1, 1996.

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

3. DEFINITIONS

   3.(a)     "Allocation Date(s)"  Allocations to Participant Accounts will
        be done in accordance with Article V of the Plan:

        [  ] (i)  daily.              [  ] (iv) semi-annually.
        [X ] (ii) monthly.       [  ] (v)  annually.
        [  ] (iii)     quarterly.

   3.(b)      "Compensation"  Compensation shall be determined on the basis
        of the:

        [X ] (i)  Plan Year.

        [  ] (ii) Employer's taxable year.

        [  ] (iii)     calendar year.

        Compensation   [X   ]  shall  [   ]  shall  not  include   Employer
        contributions made pursuant to a Salary Savings Agreement, for this
        Plan  or  any  other plan, which are not includable  in  the  gross
        income  of the Employee for the reasons indicated in the definition
        of Compensation at 1.13 of the Plan.

        Compensation  [X ] shall [  ] shall not be limited to  Compensation
        earned  while  a  Participant in the Plan.   "Shall"  may  only  be
        elected if Plan Year is chosen as the computation period at 3(b).

        Compensation shall be determined on the basis of the following safe-
        harbor   definition  of  Compensation  in  IRS  Regulation  Section
        1.414(s)-1(c):

        [X ]      (iv)  Code Section 3401(a) - W-2 income subject to income
                  tax witholding.

        [  ]      (v)   Code Section 415 - W-2 income, share of profits and
                  other taxable income.

        For  purposes  of  the Plan, Compensation shall  be  limited  to  $
        ,  the  maximum amount which will be considered for Plan  purposes.
        [If   an  amount  is  specified,  it  will  limit  the  amount   of
        contributions  allowed  on behalf of higher compensated  Employees.
        Completion of this section is not intended to coordinate  with  the
        limitation on Compensation under Code Section 401(a)(17), thus  the
        amount should be less than such limitation as adjusted for cost-of-
        living increases.]

        Exclusions From Compensation:

        [  ] (vi) overtime.

        [  ] (vii)     bonuses.

        [  ] (viii)    commissions.

        [  ]      (ix)

   NOTE:     Any   exclusion  of  Compensation  only  applies  to  Employer
             discretionary contributions under Section 7(e)  and  does  not
             apply  to  any contribution which is qualified or  subject  to
             antidiscrimination testing.  Such exclusions must also satisfy
             the  requirements  of Section 1.401(a)(4) of  the  Income  Tax
             Regulations  and  Code  Section  414(s)  and  the  regulations
             thereunder.

   3.(c)     "Entry Date"

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

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

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

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

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

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

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

        [  ]      (ii) on the basis of days worked.
                  An  Employee  shall be credited with ten  (10)  Hours  of
                  Service if under paragraph 1.43 of the Plan such Employee
                  would  be credited with at least one (1) Hour of  Service
                  during the day.

        [  ] (iii)     on the basis of weeks worked.
                  An  Employee shall be credited with forty-five (45) Hours
                  of  Service  if  under paragraph 1.43 of  the  Plan  such
                  Employee would be credited with at least one (1) Hour  of
                  Service during the week.

        [  ] (iv) on the basis of semi-monthly payroll periods.
                  An Employee shall be credited with ninety-five (95) Hours
                  of  Service if under paragraph 1.43 of the Plan  such  Em
                  ployee  would be credited with at least one (1)  Hour  of
                  Service during the semi-monthly payroll period.

        [  ] (v)  on the basis of months worked.
                  An  Employee  shall  be credited with  one-hundred-ninety
                  (190)  Hours  of Service if under paragraph 1.43  of  the
                  Plan  such  Employee would be credited with at least  one
                  (1) Hour of Service during the month.

        [  ]      (vi) on the basis of Elapsed Time, as provided in Article
                  XVI of the Plan.

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

        If  applicable, the Limitation Year will be a short Limitation Year
        commencing  on  and  ending on .  Thereafter, the  Limitation  Year
        shall end on the date last specified.

   3.(f)     "Net Profit"

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

        [  ]      (ii) As defined in paragraph 1.50 of the Plan.

        [  ] (iii)     Shall be defined as:


                  (Only use if definition in paragraph 1.50 of the Plan  is
                  to be superseded.)

   3.(g)      "Plan  Year"   The 12-consecutive month period commencing  on
        January 1 and ending on December 31.
        
        If  applicable, the Plan Year will be a short Plan Year  commencing
        on          and ending on        .  Thereafter, the Plan Year shall
        end on the date last specified.

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

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

   3.(j)     "Taxable Wage Base" [paragraph 1.81]

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

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

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

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

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

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

   3.(k)      "Year of Service"  (This option is not applicable if Hours of
        Service are determined on the basis of Elapsed Time selected  under
        Section 3(d)(vi) above.)

        (i)  For  Eligibility  Purposes:  The 12-consecutive  month  period
             during which an Employee is credited with   0   (not more than
             1,000) Hours of Service.

        (ii) For  Allocation  Accrual Purposes:  The  12-consecutive  month
             period  during which an Employee is credited with    0    (not
             more than 1,000) Hours of Service.

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

   Employees  meeting the following Service and Age requirements  shall  be
   eligible  to participate in the Plan unless excluded under Section  4(c)
   below.

   4.(a)     Service:

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

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

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

   4.(b)     Age:

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

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

   4.(c)     Classification:

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

        [  ] (i)  no exceptions.

        [X ]      (ii)  the Plan shall exclude Employees included in a unit
                  of Employees covered by a collective bargaining agreement
                  between  the  Employer and Employee  Representatives,  if
                  retirement  benefits were the subject of good  faith  bar
                  gaining and the agreement benefits Employeess of whom two
                  percent  or less are professionals, as defined in Section
                  1.410(b)-9  of  the Regulations.  For this  purpose,  the
                  term  "Employee  Representative"  does  not  include  any
                  organization  more  than  half  of  whose   members   are
                  Employees who are owners, officers, or executives of  the
                  Employer.

        [X  ]     (iii)      the  Plan  shall  exclude  Employees  who  are
                  nonresident  aliens  [within  the  meaning   of   Section
                  7701(b)(1)(B)]  and who receive no earned income  [within
                  the meaning of Section 911(d)(2)] from the Employer which
                  constitutes income from sources within the United  States
                  [within the meaning of Section 861(a)(3)].

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

                                 Participants  in Midwest  Rubber  Division
                  401(k)   Plan;  Rochester  Gear  Clifford   Plant   Money
                  Purchase Plan; Newcor Machine Tool Hourly Pension  401(k)
                  Plan;   Blackhawk  Engineering  Employee  401(k)  Savings
                  Plan,  Production  Rubber  401(k)  Plan;  Boramco  401(k)
                  Plan; Rubright 401(k) Plan.
                  

   4.(d)     Initial Participants:

        [X ]      (i)  Employees employed on the Plan's Effective Date will
                  be   required  to  satisfy  both  the  age  and   Service
                  requirements specified above.

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

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

5. RETIREMENT AGES

   5.(a)     Normal Retirement Age:

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

        [X ]      (i)  Normal Retirement Age shall be  63    (not to exceed
                  age 65).

        [  ]      (ii)  Normal  Retirement  Age  shall  be  the  later   of
                  attaining  age         (not  to exceed  age  65)  or  the
                  (not  to exceed the 5th) anniversary of the first day  of
                  the  first  Plan Year in which the Participant  commenced
                  participation in the Plan.

   5.(b)     Early Retirement Age:

        [  ] (i)  Not Applicable.

        [X ]      (ii)  The Plan shall have an Early Retirement Age  of  60
                  (not less than 55) and completion of 0  Years of Service.


6. EMPLOYEE CONTRIBUTIONS

   [X ]      6.(a)      Participants shall be permitted  to  make  Elective
             Deferrals  in  any  amount  from  1%  up  to  15%   of   their
             Compensation.

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

             [  ] (i)  on the first day of each month of the Plan Year.

             [X ]      (ii)  on the first day of the Plan Year and  on  the
                       first day of the fourth, seventh and tenth months of
                       the Plan Year.

             [  ]      (iii)      on the first day of the Plan Year and  on
                       the first day of the seventh month of the Plan Year.

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

   [  ]      6.(c)      Participants shall be required to  make  after  tax
             Voluntary Contributions as follows (Thrift Savings Plan):

             [  ] (i)        % of Compensation.

             [  ]      (ii) a percentage determined by the Employee on  his
                       or her enrollment form.

   NOTE:     Elective  Deferrals  may not be recharacterized  as  Voluntary
             Contributions for purposes of the Average Deferral  Percentage
             (ADP)  Test.   The ADP Test will apply to contributions  under
             (a)  above.   The Average Contribution Percentage  (ACP)  Test
             will  apply to contributions under (b) and (c) above  and  may
             apply to (a).

7. EMPLOYER CONTRIBUTIONS AND ALLOCATION

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

   7.(a)     Profits Requirement:

        Current  or  Accumulated  Net  Profits  are  not  required   unless
        otherwise indicated below:

        [  ]      (i)  Matching Contributions.

        [  ]      (ii) Qualified Non-Elective Contributions.

        [  ]      (iii)     Discretionary contributions.

        NOTE:     Elective  Deferrals can always be contributed  regardless
                  of  profits.   Complete this Section in conjunction  with
                  Section 3(f).

[X ]    7.(b)     Salary Savings Agreement:

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

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

        [  ] (i)  until the first day of the next Plan Year.

        [X ]      (ii)  for  a  period  of  3 month(s) (not  to  exceed  12
                  months).

[X ]    7.(c)     Matching Contribution [See Sections (g) and (h)]: in cash
or Employer Securities

        [X ]      (i)  Percentage Match on Elective Deferrals: The Employer
                  shall   contribute   and  allocate   to   each   eligible
                  Participant's account an amount equal to     25  % of the
                  amount  contributed  and  allocated  in  accordance  with
                  Section  7(b)  above.   The  Employer  shall  not   match
                  Participant  Elective  Deferrals  as  provided  above  in
                  excess  of  $         or in excess of       6  %  of  the
                  Participant's Compensation.

        [  ]      (ii)  Percentage  Match On Voluntary Contributions:   The
                  Employer  shall contribute and allocate to each  eligible
                  Participant's account an amount equal to       %  of  the
                  amount of Voluntary Contributions (if provided for  under
                  Section  6(b)  or  6(c) above) made  in  accordance  with
                  paragraphs  4.1  or 4.7 of the Plan.  The Employer  shall
                  not   match  Voluntary  Contributions  in  excess  of   $
                  or   in   excess   of         %   of  the   Participant's
                  Compensation.

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

        [  ]      (iv)  Tiered  Match:  The Employer shall  contribute  and
                  allocate to each Participant's account an amount equal to
                  % of the first       % of the Participant's Compensation,
                  to the extent deferred.

                          %  of  the  next        %  of  the  Participant's
                  Compensation, to the extent deferred.

                          %  of  the  next        %  of  the  Participant's
                  Compensation, to the extent deferred.

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

        [X ]      (v)   Qualified  Match:  Matching Contributions  will  be
                  treated as Qualified Matching Contributions to the extent
                  specified below:

                  [  ] (A)  all Matching Contributions.

                  [  ] (B)  none.

                  [X ]      (C)   the amount necessary to meet [  ] the ADP
                            Test, [  ] the ACP Test, [X ] both the ADP  and
                            ACP Tests.

        [X ]      (vi)  Eligibility  for  Match:   Matching  Contributions,
                  whether  or not Qualified, will only be made on  Employee
                  Contributions:

                  [X ]      (A)   not  withdrawn prior to the  end  of  the
                            valuation period.

                  [  ]      (B)  not withdrawn prior to the end of the Plan
                            Year.

                  [  ]      (C)  without regard to their withdrawal.

             (vii)      Matching Contribution Computation Period:  The time
                  period  upon which matching contributions will  be  based
                  shall be:

                  [  ] (A)  weekly.

                  [  ] (B)  bi-weekly.

                  [  ]      (C)  semi-monthly.
                  
                  [X ]      (D)  monthly.

                  [  ]      (E)  quarterly.

                  [  ]      (F)  semi-annually.

                  [  ]      (G)  annually.

[X ]    7.(d)      Qualified  Non-Elective  Employer  Contribution  -  [See
        Sections  (g) and (h)]: These contributions are fully  vested  when
        contributed.

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

        [  ] (i)  all such Qualified Non-Elective Contributions.
        [  ]      (ii) none.
        [X ]      (iii)     the amount necessary to meet [  ] the ADP Test,
                  [  ] the ACP Test, [X ] both the ADP and ACP Tests.

        Qualified Non-Elective Contributions will be allocated to:

        [  ] (iv) all Employees eligible to participate.

        [X ]      (v)   only  non-Highly Compensated Employees eligible  to
                  participate.

[  ]    7.(e)     Additional Employer Contribution Other Than Qualified Non-
        Elective Contributions - Non-Integrated [See Sections (g) and (h)]:

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

[  ]    7.(f)      Additional Employer Contribution - Integrated Allocation
        Formula [See Sections (g) and (h)]:

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

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

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

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

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

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

[X ]    7.(g)     Allocation of Excess Amounts (Annual Additions)

        In the event that the allocation formula above results in an Excess
        Amount, such excess shall be distributed to the Participant to  the
        extent  such  excess  does  not exceed the  Participant's  Elective
        Deferrals, non-deductible Employee Voluntary and Required Voluntary
        Contributions.  To the extent the Excess Amount exceeds the sum  of
        the aforementioned Employee contributions, such excess shall be:

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

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

   [X ] 7.(h)     Minimum Employer Contribution Under Top-Heavy Plans:

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

        [  ] (i)  all eligible Participants.

        [X ]      (ii)   only   eligible   non-Key   Employees   who    are
                  Participants.

   [X  ]  7.(i)     Return of Excess Contributions and/or Excess  Aggregate
Contributions:

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

8. ALLOCATIONS TO TERMINATED EMPLOYEES

   (This option is not applicable if Hours of Service are determined on the
   basis of Elapsed Time selected under Section 3(d)(vi) above.)

   [  ]      8.(a)      The  Employer  will  not allocate  Employer-related
             contributions to Employees who terminate during a  Plan  Year,
             unless  required to satisfy the requirements of  Code  Section
             401(a)(26) and 410(b).  (These requirements are effective  for
             1993 Plan Year and for subsequent Plan Years.)

   [X ]      8.(b)      The  Employer will allocate Employer  matching  and
             other  related contributions as indicated below  to  Employees
             who terminate during the Plan Year as a result of:

             Matching  Other

             [X ] [  ] (i)  retirement.

             [X ] [  ] (ii) Disability.

             [X ] [  ] (iii)     death.

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

             [X ]           [   ] (v)  other termination of employment even
                            though the Participant has not completed a Year
                            of Service.
   
             [  ]           [   ]  (vi) termination of employment (for  any
                            reason)  provided  that  the  Participant   had
                            completed  a  Year  of Service  for  Allocation
                            Accrual Purposes.

9. ALLOCATION OF FORFEITURES

   NOTE:     Forfeitures of Excess Aggregate Contributions shall be applied
             at  the  end  of the Plan Year in which they occur  to  reduce
             Employer  Contributions.  Subsections (a), (b),  (c)  and  (d)
             below  apply  to  forfeitures of  amounts  other  than  Excess
             Aggregate Contributions.

   9.(a)     Allocation Alternatives:

        If forfeitures are allocated to Participants, such allocation shall
        be done in the same manner as the Employer's contribution.

        [  ]      (i)   Not Applicable.  All contributions are always fully
                  vested.
   
        [X ]      (ii)   Forfeitures  shall  be  applied  to   reduce   the
                  Employer's contributuon for such Plan Year.

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

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

                       [  ] all eligible Participants under the Plan.

                       [  ] only   those  Participants  eligible   for   an
                            allocation of matching contributions in the cur
                            rent year.
                  (B)  Amounts    attributable   to    Employer    Matching
                       contributions will be allocated to:

                       [  ] all eligible Participants.

                       [  ] only    those    Participants   eligible    for
                            allocations  of matching contributions  in  the
                            current year.

   9.(b)      Reallocation Date for Plans using daily valuations  shall  be
        the  end of the next Plan Year immediately following receipt  of  a
        cash out distribution.

   9.(c)      Date  for  Reallocation  (for Plans using  other  than  daily
        valuations):

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

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

        [  ]      (iii)     Forfeitures shall be reallocated at the end  of
                  the  Plan Year during which the former Employee incurs  a
                  one-year Break In Service.

        [  ]      (iv)  Forfeitures will be reallocated as of the Plan Year
                  end.

   9.(d)     Restoration of Forfeitures:

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

        [1 ] (i)  current year's forfeitures.

        [2 ] (ii) additional Employer contributions.

        [3 ] (iii)income or gain to the Plan.

10.     CASH OPTION

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

   [X ] 10.(b)    Not Applicable.

11.     LIMITATIONS ON ALLOCATIONS

   This  Section  is not applicable if this is the only Plan  the  Employer
   maintains  or ever maintained.  Plans include Welfare Benefit  Funds  as
   described  in  Code Section 419(e) or an individual medical  account  as
   defined under Code Section 415(l)(2) under which amounts are treated  as
   Annual Additions.

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

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

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

[X ]    11.(b)    If a Participant is or ever has been a participant  in  a
        Defined Benefit Plan maintained by the Employer:

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

[X ]         11.(c)     The minimum contribution or benefit required  under
             Code  Section  416  relating  to  Top-Heavy  Plans  shall   be
             satisfied by either:

        [  ] (i)  this Plan.

        [X ] (ii) see attached
                       
                  (Name of other qualified plan of the Employer).

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

12.     VESTING

   12(a)      Computation Period:  (This option is not applicable if  Hours
        of  Service  are determined on the basis of Elapsed  Time  selected
        under Section 3(d)(vi) above.)

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

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

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

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

   12.(b)    Vesting Schedules:

        Contributions  under  Sections 6(a),(b),(c), 7(c)(v)  and  (d)  are
        always fully vested.

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

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

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

             [  ]      (A)   All  contributions other than those which  are
                       fully   vested  when  contributed  will  vest  under
                       schedule       above.

             [X ]      (B)   All  Matching Contributions  will  vest  under
                       schedule    (iii)   above.    All   other   Employer
                       contributions  other  than  those  which  are  fully
                       vested  when  contributed will vest  under  schedule
                       above.

   12.(c)    Service disregarded for Vesting:

        [X ]     (i)  Not Applicable.  All Service shall be considered.

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

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


   12.(d)    Top-Heavy Vesting:

        Each   Participant  shall  acquire  a  vested  and   nonforfeitable
        percentage  in his or her account balance attributable to  Employer
        contributions  and  the  earnings  thereon  under  the   procedures
        selected  above except with respect to any Plan Year  during  which
        the  Plan  is Top-Heavy, in which case the [X ] Two-twenty  vesting
        schedule   [Section  12(b)(iv)]  [   ]  Three-Year  Cliff   vesting
        schedule [Section 12(b)(iii)] shall automatically apply unless  the
        Employer  has  already elected a faster vesting schedule.   If  the
        Plan is switched to Section 12(b)(iii) or 12(b)(iv) because of  its
        Top-Heavy  status,  that vesting schedule will  remain  in  effect,
        even  if  the Plan later becomes non-Top-Heavy, until the  Employer
        executes   an  amendment  of  this  Adoption  Agreement  indicating
        otherwise.

13.     SERVICE WITH PREDECESSOR ORGANIZATION

   For  purposes of satisfying the Service requirements for Eligibility and
   Vesting,  Hours  of  Service shall include Service  with  the  following
   predecessor  organization(s):  The predecessor of  any  Newcor  unit  or
   division.
   
   
   

14.     ROLLOVER/TRANSFER CONTRIBUTIONS

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

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

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

15.     HARDSHIP WITHDRAWALS

   Hardship  withdrawals,  as provided for in paragraph  6.9  of  the  Plan
   [X ] are [  ] are not permitted.

16.     PARTICIPANT LOANS

   Participant  loans,  as  provided for in paragraph  13.4  of  the  Plan,
   [   ] are [X ] are not permitted.  If permitted, repayments of principal
   and interest shall be repaid to the Participant's segregated account.

17.     EMPLOYER INVESTMENT DIRECTION

   The  Employer investment direction provisions, as set forth in paragraph
   13.5  of  the Plan [X ] shall [  ] shall not be applicable, with respect
   to Matching Contributions that are not 100% vested.

18.     EMPLOYEE INVESTMENT DIRECTION

   The  Employee investment direction provisions, as set forth in paragraph
   13.6  of  the Plan [X ] shall [  ] shall not be applicable, with respect
   to  all  Elective  Deferrals and Matching Contributions  that  are  100%
   vested.

   NOTE:     To   the   extent  that  Employee  investment  direction   was
             previously allowed, the Trustee shall have the right to either
             make  the assets part of the general Trust, or leave  them  as
             separately  invested  subject to the provisions  of  paragraph
             13.6 of the Plan.

19.     EARLY PAYMENT OPTION

   19.(a)     A Participant who separates from Service prior to retirement,
        death  or Disability [X ] may [  ] may not make application to  the
        Employer  requesting an early payment of his or her vested  account
        balance.   Amounts under $3,500 [X ] will [  ] will not  be  cashed
        out immediately.

   19.(b)    A Participant who has not separated from Service [  ] may [X ]
        may  not  obtain  a  distribution of his  or  her  vested  Employer
        contributions.   Distribution can only be made if  the  Participant
        has completed five Years of Service.

   19.(c)     A  Participant  who  has attained  age  59-1/2  and  has  not
        separated  from Service [X ] may [  ] may not obtain a distribution
        of his or her vested Employer contributions.

   19.(d)     A  Participant who has attained the Plan's Normal  Retirement
        Age  and  who has not separated from Service [X ] may [  ] may  not
        receive a distribution of his or her vested account balance.

   NOTE:     If  the  Participant has had the right to withdraw his or  her
             account balance in the past, this right may not be taken away.
             Notwithstanding  the above to the contrary,  required  minimum
             distributions will be paid.  For timing of distributions,  see
             Section 20(a) below.

20.     DISTRIBUTION OPTIONS

   20.(a)    Timing of Distributions:

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

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

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

        [X ]     (iii)as  soon  as administratively feasible following  the
                  date on which a distribution is requested or is otherwise
                  payable.

        [  ]     (iv)  as soon as administratively feasible after the close
                  of  the  Plan Year during which the Participant incurs  a
                  one-year Break in Service.

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

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

        [  ]     (vi)  as  soon as administratively feasible following  the
                  close of the valuation period during which a distribution
                  is requested or is otherwise payable.

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

        [X ]     (viii)     as  soon as administratively feasible following
                  the  date  on  which a distribution is  requested  or  is
                  otherwise payable.

   20.(b)    Optional Forms of Payment:

        [X ](i)  Lump Sum. In cash or in kind.

        [  ](ii) Installment Payments.

        [  ]     (iii)     Other form(s) as previously provided.
                       (Indicate all forms that apply):

                            
   20.(c)    Recalculation of Life Expectancy:
        In   determining   required  distributions  under   the   Plan,   a
        Participant   and/or   Spouse  (Surviving  Spouse)   [X   ]   shall
        [   ]  shall  not  have  the right to have  their  life  expectancy
        recalculated annually.

        If "shall",

        [  ]only the Participant shall be recalculated.

        [  ]both the Participant and Spouse shall be recalculated.

        [X ]who is recalculated shall be determined by the Participant.

21.     SPONSOR CONTACT

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

   Capital Guardian Trust Company
   Corporate Employee Benefits Department
   (Phone Number) (714) 671-7000

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

22.     SIGNATURES:

   Due  to  the significant tax ramifications, the Sponsor recommends  that
   before  the  Employer  execute  this Adoption  Agreement,  the  Employer
   contact its attorney or tax advisor.


(a)  EMPLOYER DELEGATE OR COMMITTEE APPOINTMENT:
   The Employer has appointed the following individual(s) to act on behalf of
 the Employer  regarding all communications and requests between the  Employer
  and the  Recordkeeper, pursuant to the terms and conditions of the  Plan.
   Unless otherwise  directed by the Employer in written directions to the
 Recordkeeper, the  Recordkeeper  may act upon the instructions of any  one
  of  the  persons listed below.

                                        
          NAME(S)  (please type  or     
          print)                             SIGNATURE(S)
                                        
1.        Fred Davenport                
                                        1. /s/ Fred Davenport
                                        
     Address 1825 S. Woodward, #240          
     Bloomfield Hills, MI  48302        
                                        
                                        
2.                                      
                                        
                                        2.
     Address                            
                                             
                                        
                                        
3.                                      
                                        
                                        
     Address                            
                                        3.
                                        
                                             

     (b)  EMPLOYER:

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

          
          
          

          The  Employer  hereby adopts the Plan, appoints Capital  Guardian
          Trust  Company as Trustee and directs that contributions  to  the
          Plan  shall  be  invested  in accordance  with  the  instructions
          provided  by  it.  The Employer has read the Plan and  Trust  and
          Adoption Agreement, agrees to the terms and conditions set  forth
          therein  and has consulted with an attorney about the  effect  of
          establishing the Plan.
          This  agreement and the corresponding provisions of the Plan  and
          Trust  Basic  Plan Document #03 were adopted by the Employer  the
          1st day of April, 1996.

          Signed for the Employer by: Thomas D. Parker

          Title: VP Human Resources

          Signature: /s/ Thomas D. Parker

                              

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

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

          This  Adoption  Agreement may only be used  in  conjunction  with
          Basic Plan Document #03.

     (c)  TRUSTEE APPOINTMENT AND ACCEPTANCE:

          The  Employer hereby appoints Capital Guardian Trust  Company  to
          serve as Trustee, and such Trustee hereby confirms acceptance  of
          the  appointment and duties pursuant to the accompanying Plan and
          this Adoption Agreement.
          
          Signed for the Trustee by:  Herman Martinez

          Title:  Trust Administrator

          Signature:  /s/Herman Martinez

NOTE:     In  accordance with paragraph 13.7 of Basic Plan Document #03  an
          additional  trustee may be appointed to govern Plan  assets  held
          outside  the  Fund.   If  so,  the additional  trustee  shall  be
          appointed in a separate trust agreement.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 338587}]
{"company-data": {"conformed-name": "NEWCOR INC", "cik": "0000071745", "assigned-sic": "3559", "irs-number": "380865770", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12937", "film-number": "96636268"}, "business-address": {"street1": "1825 S WOODWARD AVE", "street2": "STE 240", "city": "BLOOMFIELD HILLS", "state": "MI", "zip": "48302", "phone": "8102532400"}, "mail-address": {"street1": "1825 S WOODWARD AVENUE", "street2": "SUITE 240", "city": "BLOOMFIELD HILLS", "state": "MI", "zip": "48302"}}
SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM S-8

                          REGISTRATION STATEMENT
                     UNDER THE SECURITIES ACT OF 1933
                               _____________
                                     
                               NEWCOR, INC.
                                     
           (Exact name of registrant as specified in its charter)

                                 Delaware
      (State or other jurisdiction of incorporation or organization)
                                     
                                38-0865770
                    (I.R.S. Employer Identification No.)

      1825 S. Woodward, Suite 240, Bloomfield Hills, Michigan 48302,
                              (810) 253-2400
                                     
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

                                  NEWCOR
                               SAVINGS PLAN
                         (Full title of the plan)
                                     
                             W. John Weinhardt
                   President and Chief Executive Officer
                               Newcor, Inc.
                        1825 S. Woodward, Suite 240
                     Bloomfield Hills, Michigan 48302
                               (810) 253-2400
  (Name, address, including zip code, and telephone number, including area
                        code, of agent for service)
                               _____________
                                     
                                 Copy to:
                           Karen A. McCoy, Esq.
                Miller, Canfield, Paddock and Stone, P.L.C.
                      150 West Jefferson, Suite 2500
                          Detroit, Michigan 48226
                               (313) 963-6420
                                     
                      CALCULATION OF REGISTRATION FEE

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

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

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

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

                                  PART II
                                     
                 INFORMATION REQUIRED IN THE REGISTRATION
                                 STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

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

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

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

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

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

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

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

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

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

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

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

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

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The following exhibits are furnished with this Registration Statement:

          Exhibit No.              Description

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

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

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

                              (4)(c)         Amended and Restated Newcor
                         Savings Plan dated January 1, 1995.

                              (4)(c)(i)      Nonstandardized Adoption
                         Agreement of the Prototype Cash or Deferred Profit-
                         Sharing Plan and Trust Sponsored by American Funds
                         Distributors, Inc. dated April 1, 1996

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

                              (5)(b)         Internal Revenue Service
                         Determination Letter, dated March 25, 1996

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

          (15)           (not applicable)

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

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

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

          (25)           (not applicable)

                              (28)           (not applicable)

Item 9.   Undertakings.

     The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration
     statement:

                    (i)  To include any prospectus required by
          Section 10(a)(3) of the Securities Act of 1933;

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

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

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

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

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

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

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

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

                    NEWCOR, INC.

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

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

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

                         NEWCOR SAVINGS PLAN

                         By: /s/ Fred Davenport
Fred Davenport
                              Plan Administrator

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

                               EXHIBIT INDEX

    Exhibit No.                  Description

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

               (4)(a)(i) Certificate of Amendment to Restated Certificate
               of Incorporation of Registrant, filed with the Delaware
               Secretary of State on March 31, 1992 (Filed as Exhibit
               (4)(a)(i) to Registrant's registration statement on Form S-
               8 filed December 15, 1993 (Registration No. 33-72906) and
               incorporated herein by reference)
               (4)(b)    By Laws of Registrant as amended to date (Filed
               as Exhibit 3(b) to Registrant's Report on Form 10-K for the
               fiscal year ended October 31, 1990 (File number 1-5985) and
               incorporated herein by reference)

               (4)(c)    Amended and Restated Newcor Savings Plan dated
               January 1, 1995.

               (4)(c)(i) Nonstandardized Adoption Agreement of the
               Prototype Cash or Deferred Profit-Sharing Plan and Trust
               Sponsored by American Funds Distributors, Inc. dated April
               1, 1996

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

               (5)(b)    Internal Revenue Service Determination Letter,
               dated March 25, 1996

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

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

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

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

                            September 27, 1996

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

Gentlemen:

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

     1.   The Registered Shares have been legally authorized.

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

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

                         Very truly yours,

                         MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.
                                                     Exhibit 5(b)

INTERNAL REVENUE SERVICE                     DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P.O. BOX 2508
CINCINNATI, OH  45201              Employer Identification Number:
                                        38-0865770
Date:  MAR 25 1996                 DLN:
                                        385188000
NEWCOR, INC.                       Person to Contact:
1825 S. WOODWARD, SUITE 240             BRYAN HOWARD
BLOOMFIELD HILLS, MI  48302        Contact Telephone Number:
                                        (513) 684-3347
                                   Plan Name:
                                        SAVINGS PLAN

                                   Plan Number:  006

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 amendment(s) adopted
on December 27, 1994.

     This determination letter is also applicable for the amendment(s)
adopted on December 1, 1989.

     This plan satisfies the nondiscrimination in amount requirement of
section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-
based safe harbor described in the regulations.

     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 that 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, Pub. L. 103-465.

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

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

                              Sincerely yours,

                              /s/ C. Ashley Bullard

                              C. Ashley Bullard
                              District Director

Enclosures:
Publication 794
Reporting & Disclosure Guide
  for Employee Benefit Plans
                                                    Exhibit 23 (b)

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

We also consent to the incorporation by reference in this registration
statement on Form S-8 of our report dated August 20, 1996, on our audit of
the financial statements of the Newcor, Inc. Savings Plan for Employees
for the year ended December 31, 1995.

COOPERS & LYBRAND L.L.P.

Detroit, Michigan
September 27, 1996

                                             Exhibit 4(c)

              PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN
                                 AND TRUST

                               Sponsored By
                                     
                     AMERICAN FUNDS DISTRIBUTORS, INC.
                                     
                          BASIC PLAN DOCUMENT #03

                                                  November 1993

COPYRIGHT 1993   McKAY HOCHMAN CO., INC.

THIS  DOCUMENT  IS COPYRIGHTED UNDER THE LAWS OF THE UNITED STATES.   ITS  USE,
DUPLICATION  OR  REPRODUCTION,  INCLUDING  THE  USE  OF  ELECTRONIC  MEANS,  IS
PROHIBITED BY LAW WITHOUT THE EXPRESS CONSENT OF THE AUTHOR.

TABLE OF CONTENTS

   PARAGRAPH
                                     
                                 ARTICLE I
                                DEFINITIONS

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

                                ARTICLE II
                         ELIGIBILITY REQUIREMENTS

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

                                ARTICLE III
                          EMPLOYER CONTRIBUTIONS

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

                                ARTICLE IV
                          EMPLOYEE CONTRIBUTIONS

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

                                 ARTICLE V
                           PARTICIPANT ACCOUNTS

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

                                ARTICLE VI
                   RETIREMENT BENEFITS AND DISTRIBUTIONS

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

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

                               ARTICLE VIII
                  JOINT AND SURVIVOR ANNUITY REQUIREMENTS

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

                                ARTICLE IX
                                  VESTING

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

                                 ARTICLE X
                      LIMITATIONS ON ALLOCATIONS AND
                        ANTIDISCRIMINATION TESTING

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

                                ARTICLE XI
                              ADMINISTRATION

     11.1      Plan Administrator
     11.2      Trustee
     11.3      Recordkeeper
     11.4      Administrative Fees And Expenses
     11.5      Division Of Duties And Indemnification

                                ARTICLE XII
                                TRUST FUND

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

                               ARTICLE XIII
                                INVESTMENTS
     13.1      Fiduciary Standards
     13.2      Funding Arrangement
     13.3      Investment Alternatives Of The Trustee
     13.4      Participant Loans
     13.5      Employer Investment Direction
     13.6      Employee Investment Direction
     13.7      Appointment Of Additional Trustee And
                 Allocation Of Responsibilities Thereto

                                ARTICLE XIV
                           TOP-HEAVY PROVISIONS

     14.1      Applicability Of Rules
     14.2      Minimum Contribution
     14.3      Minimum Vesting
     14.4      Limitations On Allocations

                                ARTICLE XV
                         AMENDMENT AND TERMINATION

     15.1      Amendment By Sponsor
     15.2      Amendment By Employer
     15.3      Termination
     15.4      Qualification Of Employer's Plan
     15.5      Mergers And Consolidations
     15.6      Resignation And Removal
     15.7      Qualification Of Prototype

                          ARTICLE XVI
               ELAPSED TIME RULES AND DEFINITIONS

     16.1      Application
     16.2      Hour Of Service
     16.3      Service Or Period Of Service
     16.4      Year Of Service
     16.5      Period Of Severance
     16.6      Break In Service
     16.7      Parental Leave
     16.8      Computation Period
     16.9      Allocating Employer Contributions

                          ARTICLE XVII
                         GOVERNING LAW

                                     
         PROTOTYPE CASH OR DEFERRED PROFIT-SHARING PLAN AND TRUST
                                     
                               Sponsored By
                                     
                     AMERICAN FUNDS DISTRIBUTORS, INC.

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

                                 ARTICLE I
                                     
                                DEFINITIONS

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

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

Employer contributions on behalf of any Participant shall include:

     (c)  any  Elective  Deferrals made pursuant to the  Participant's
          deferral election, including Excess Elective Deferrals,  but
          excluding  Elective  Deferrals that are  either  taken  into
          account  in  the Contribution Percentage test (provided  the
          ADP  test  is  satisfied both with and without exclusion  of
          these  Elective Deferrals) or are returned as excess  Annual
          Additions, and
     
     (d)  at  the  election  of  the Employer, Qualified  Non-Elective
          Contributions and Qualified Matching Contributions.
     
For  purposes  of  computing Actual Deferral Percentages, an  Employee  who
would be a Participant but for the failure to make Elective Deferrals shall
be treated as a Participant on whose behalf no Elective Deferrals are made.

1.2   Adoption Agreement  The document included with this Plan by which  an
Employer  elects to establish a qualified retirement plan and  trust  under
the terms of this Prototype Plan and Trust.

1.3  Aggregate Limit  The sum of:

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

Alternatively,  the aggregate limit can be determined by substituting  "the
lesser  of  200%  or  two percent plus" for "125% of"  in  (a)  above,  and
substituting "125% of" for "the lesser of 200% or two percent plus" in  (b)
above.

1.4   Allocation Date(s)  The date or dates on which Participant's accounts
are adjusted in accordance with Article V.

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

     (a)  Employer Contributions,
     
     (b)  Employee Contributions (under Article IV),
     
     (c)  forfeitures,
     
     (d)  allocations under a Simplified Employee Pension Plan,

     (e)  amounts  allocated  after March 31, 1984  to  an  individual
          medical account as defined in Code Section 415(l)(2),  which
          is  part  of  a  pension or annuity plan maintained  by  the
          Employer (these amounts are treated as Annual Additions to a
          Defined  Contribution Plan though they arise under a Defined
          Benefit Plan), and
     
     (f)  amounts  derived  from contributions paid or  accrued  after
          1985,  in taxable years ending after 1985, which are  either
          attributable  to post-retirement medical benefits  allocated
          to  the  account  of a Key Employee or to a Welfare  Benefit
          Fund  maintained by the Employer, are also treated as Annual
          Additions  to a Defined Contribution Plan.  For purposes  of
          this  paragraph, an Employee is a Key Employee if he or  she
          meets  the requirements of paragraph 1.44 at any time during
          the  Plan Year or any preceding Plan Year.  Welfare  Benefit
          Fund is defined at paragraph 1.91.

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

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

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

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

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

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

1.11  Break  In Service  A 12-consecutive month period during which  an  Em
ployee fails to complete more than 500 Hours of Service.
1.12 Code  The Internal Revenue Code of 1986, including any amendments.

1.13  Compensation  The Employer may select one of the following two  safe-
harbor  definitions  of  Compensation in the  Adoption  Agreement.   Unless
otherwise  specified  in  the Adoption Agreement, Compensation  shall  only
include  amounts earned while a Participant if Plan Year is chosen  as  the
determination period.

     (a)  Code  Section  3401(a) Wages.  Compensation  is  defined  as
          wages  within  the meaning of Code Section 3401(a)  for  the
          purposes of Federal income tax withholding at the source but
          determined  without  regard to  any  rules  that  limit  the
          remuneration  included  in wages  based  on  the  nature  or
          location  of the employment or the services performed  [such
          as  the  exception for agricultural labor  in  Code  Section
          3401(a)(2)].
     
     (b)  Code  Section 415 Compensation.  Compensation is defined  as
          Code  Section  415 Compensation which is:   a  Participant's
          Earned  Income,  wages, salaries, and fees for  professional
          services  and  other  amounts received  (without  regard  to
          whether  or  not  an  amount is paid in cash)  for  personal
          services actually rendered in the course of employment  with
          the  Employer  maintaining the Plan to the extent  that  the
          amounts  are includible in gross income [including, but  not
          limited  to,  commissions  paid salesmen,  Compensation  for
          services   on   the  basis  of  a  percentage  of   profits,
          commissions  on  insurance premiums, tips,  bonuses,  fringe
          benefits  and  reimbursements or  other  expense  allowances
          under a nonaccountable plan (as described in Regulation 1.62-
          2(c)], and excluding the following:

          1.   Employer  contributions  to  a  plan  of  deferred
               compensation  which  are  not  includible  in  the
               Employee's  gross income for the taxable  year  in
               which contributed, or Employer contributions under
               a   Simplified  Employee  Pension  Plan   or   any
               distributions    from   a   plan    of    deferred
               compensation,
     
          2.   amounts  realized  from the  exercise  of  a  non-
               qualified  stock option, or when restricted  stock
               (or  property) held by the Employee either becomes
               freely transferable or is no longer subject  to  a
               substantial risk of forfeiture,
     
          3.   amounts realized from the sale, exchange or  other
               disposition  of stock acquired under  a  qualified
               stock option, and
     
          4.   other amounts which received special tax benefits,
               or  contributions made by the Employer (whether or
               not  under  a salary reduction agreement)  towards
               the  purchase of an annuity contract described  in
               Code   Section   403(b)  (whether   or   not   the
               contributions  are  actually excludible  from  the
               gross income of the Employee).

          
For  purposes  of  applying  the limitations of  Article  X  and  Top-Heavy
Minimums,  the  definition  of  Compensation  shall  be  Code  Section  415
Compensation  described in this paragraph 1.13(b). Also,  for  purposes  of
applying  the limitations of Article X, Compensation for a Limitation  Year
is  the Compensation actually paid or made available during such Limitation
Year.    Notwithstanding  the  preceding  sentence,  Compensation   for   a
Participant in a defined contribution plan who is permanently and   totally
disabled  [as  defined in Code Section 22(e)(3)] is the  Compensation  such
Participant  would have received for the Limitation Year if the Participant
had  been paid at the rate of Compensation paid immediately before becoming
permanently  and  totally  disabled.  Such  imputed  Compensation  for  the
disabled  Participant may be taken into account only if the participant  is
not  a Highly Compensated Employee [as defined in Code Section 414(q)]  and
contributions  made  on behalf of such Participant are nonforfeitable  when
made.

If   the   Employer  fails  to  pick  the  determination  period   in   the
Nonstandardized  Adoption  Agreement #002, the Plan  Year  shall  be  used.
Unless  otherwise  specified  by the Employer in  the  Adoption  Agreement,
Compensation  shall be determined as provided in Code Section  3401(a)  [as
defined  in this paragraph 1.13(a)].  In Nonstandardized Adoption Agreement
#002,  the  Employer  may  choose to eliminate  or  exclude  categories  of
Compensation  which  do  not  violate  the  provisions  of  Code   Sections
401(a)(4), 414(s) the regulations thereunder and Revenue Procedure 89-65.

Beginning with 1989 Plan Years, the annual Compensation of each Participant
which may be taken into account for determining all benefits provided under
the  Plan  (including benefits under Article XIV) for any  year  shall  not
exceed the limitation as imposed by Code Section 401(a)(17) and as adjusted
under  Code  Section  415(d).   In  determining  the  Compensation   of   a
Participant  for  purposes of this limitation, the rules  of  Code  Section
414(q)(6)  shall  apply, except in applying such rules, the  term  "family"
shall include only the Spouse of the Participant and any lineal descendants
of  the Participant who have not attained age 19 before the end of the Plan
Year.  If, as a result of the application of such rules the adjusted annual
Compensation  limitation,  as  imposed  by  Code  Section  401(a)(17),   is
exceeded,  then  (except  for  purposes  of  determining  the  portion   of
Compensation  up  to  the  integration level  if  this  Plan  provides  for
permitted disparity),  the limitation shall be prorated among the  affected
individuals  in  proportion  to  each  such  individual's  Compensation  as
determined under this section prior to the application of this limitation.

If a Plan has a Plan Year that contains fewer than 12 calendar months, then
the  annual  Compensation limit for that period is an amount equal  to  the
limitation  as  imposed  by Code Section 401(a)(17)  as  adjusted  for  the
calendar  year  in which the Compensation period begins,  multiplied  by  a
fraction, the numerator of which is the number of full months in the  short
Plan  Year  and  the denominator of which is 12.  If Compensation  for  any
prior  Plan  Year  is  taken  into account  in  determining  an  Employee's
contributions or benefits for the current year, the Compensation  for  such
prior year is subject to the applicable annual Compensation limit in effect
for  that prior year.  For this purpose, for years beginning before January
1,  1990,  the applicable annual Compensation limit is $200,000.  For  Plan
Years  beginning  on or after January 1, 1994, the annual  Compensation  of
each  Participant taken into account for determining all benefits  provided
under the Plan for any Plan Year shall not exceed $150,000, as adjusted for
increases in the cost-of-living in accordance with Code Section 401(a)(17).
The  cost-of-living adjustment in effect for a calendar year applies to any
determination period beginning in such calendar year.

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

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

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

Contribution Percentage Amounts on behalf of any Participant shall include:

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

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

1.15 Custodian  The Trustee shall serve as Custodian.

1.16 Defined Benefit Plan  A Plan under which a Participant's benefit is de
termined by a formula contained in the plan and no individual accounts  are
maintained for Participants.

1.17 Defined Benefit (Plan) Fraction  A fraction, the numerator of which is
the  sum  of  the  Participant's Projected Annual Benefits  under  all  the
Defined  Benefit  Plans  (whether  or not  terminated)  maintained  by  the
Employer, and the denominator of which is the lesser of 125 percent of  the
dollar  limitation determined for the Limitation Year under  Code  Sections
415(b)  and  (d)  or  140  percent  of the  Highest  Average  Compensation,
including any adjustments under Code Section 415(b).

Notwithstanding the above, if the Participant was a Participant as  of  the
first day of the first Limitation Year beginning after 1986, in one or more
Defined Benefit Plans maintained by the Employer which were in existence on
May  6,  1986, the denominator of this fraction will not be less  than  125
percent  of  the  sum  of the annual benefits under such  plans  which  the
Participant  had  accrued  as  of the close of  the  last  Limitation  Year
beginning before 1987, disregarding any changes in the terms and conditions
of  the plan after May 5, 1986.  The preceding sentence applies only if the
Defined  Benefit  Plans  individually and in the  aggregate  satisfied  the
requirements of Section 415 for all Limitation Years beginning before 1987.

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

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

1.20  Defined  Contribution (Plan) Fraction  A fraction, the  numerator  of
which is the sum of the Annual Additions to the Participant's account under
all  the  Defined Contribution Plans (whether or not terminated) maintained
by  the  Employer for the current and all prior Limitation Years (including
the  Annual  Additions  attributable  to  the  Participant's  nondeductible
Employee  contributions  to  all  Defined Benefit  Plans,  whether  or  not
terminated,   maintained  by  the  Employer,  and  the   Annual   Additions
attributable  to  all Welfare Benefit Funds, as defined in paragraph  1.91,
individual  medical  accounts  as defined in  Code  Section  415(l)(2)  and
Simplified  Employee Pension Plans as defined in paragraph 1.77, maintained
by  the  Employer), and the denominator of which is the sum of the  maximum
aggregate amounts for the current and all prior Limitation Years of service
with  the  Employer (regardless of whether a Defined Contribution Plan  was
maintained  by  the  Employer).   The  maximum  aggregate  amount  in   the
Limitation  Year  is  the lesser of 125 percent of  the  dollar  limitation
determined under Code Sections 415(b) and (d) in effect under Code  Section
415(c)(1)(A) or 35 percent of the Participant's Compensation for such year.

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

1.21  Designated  Beneficiary  The individual  who  is  designated  as  the
beneficiary  of  a Participant's account under the Plan in accordance  with
Code Section 401(a)(9) and the regulations thereunder.

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

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

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

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

1.26 Effective Date  The date on which the Employer's Plan or amendment  to
such  plan  becomes  effective.  For amendments  reflecting  statutory  and
regulatory changes post Tax Reform Act of 1986, the Effective Date will  be
the earlier of the date upon which such amendment is first administratively
applied or the first day of the Plan Year following the date of adoption of
such amendment.

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

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

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

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

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

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

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

     (a)  the  aggregate  Contribution Percentage Amounts  taken  into
          account  in  computing  the numerator  of  the  Contribution
          Percentage  actually  made on behalf of  Highly  Compensated
          Employees for such Plan Year, over
     
     (b)  the maximum Contribution Percentage Amounts permitted by the
          ACP  test  (determined  by reducing  contributions  made  on
          behalf  of  Highly Compensated Employees in order  of  their
          Contribution Percentages beginning with the highest of  such
          percentages).

Such  determination shall be made after first determining  Excess  Elective
Deferrals   pursuant   to  paragraph  1.36  and  then  determining   Excess
Contributions pursuant to paragraph 1.35.

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

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

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

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

1.37  Family  Member   The  Employee's Spouse, any lineal  descendants  and
ascendants  and  the Spouse of such lineal descendants and ascendants.   In
the  event  of  repeal of the family aggregation rules under  Code  Section
414(q)(6), all applications of such rules under this Plan will cease as  of
the effective date of such repeal.

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

1.39  Fund  All contributions received by the Trustee under this  Plan  and
Trust, investments thereof and earnings and appreciation thereon.

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

1.41  Highest Average Compensation  The average Compensation for the  three
consecutive  Years of Service with the Employer that produces  the  highest
average.   A  Year of Service with the Employer is the 12-consecutive-month
period  defined  in  the Adoption Agreement, or, if not  indicated  in  the
Adoption Agreement, as defined in paragraph 1.92.

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

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

Notwithstanding  (a),  (b)  and  (c),  an  Employee  who  was  not   Highly
Compensated  during  the preceding Plan Year shall  not  be  treated  as  a
Highly  Compensated Employee with respect to the current Plan  Year  unless
such  Employee  is  a  member  of  the  100  Employees  paid  the  greatest
Compensation during the year for which such determination is being made.
     
     (d)  Employees  who  are  five percent (5%) Owners  at  any  time
          during the immediate prior year or determination year.

Highly  Compensated Employee includes Highly Compensated  active  Employees
and  Highly Compensated former Employees.  At the election of the Employer,
the  calendar  year, ending with or within the current determination  year,
may  be treated as the immediate prior year.  Such an election is made with
respect to all plans of the Employer.

1.43 Hour Of Service
     
     (a)  Each  hour  for which an Employee is paid, or   entitled  to
          payment,  for  the performance of duties for  the  Employer.
          These  hours  shall  be  credited to the  Employee  for  the
          computation period in which the duties are performed, and
     
     (b)  each  hour  for  which an Employee is paid, or  entitled  to
          payment,  by  the Employer on account of a  period  of  time
          during  which  no  duties  are  performed  (irrespective  of
          whether the employment relationship has terminated)  due  to
          vacation,    holiday,    illness,   incapacity    (including
          disability), layoff, jury duty, military duty  or  leave  of
          absence.   No  more  than  501 Hours  of  Service  shall  be
          credited  under  this  paragraph for any  single  continuous
          period  (whether  or  not such period  occurs  in  a  single
          computation  period).  Hours under this paragraph  shall  be
          calculated  and credited pursuant to Section 2530.200b-2  of
          the  Department of Labor Regulations which are  incorporated
          herein by this reference, and
     
     (c)  each hour for which back pay, irrespective of mitigation  of
          damages,  is  either awarded or agreed to by  the  Employer.
          The  same Hours of Service shall not be credited both  under
          paragraph  (a)  or paragraph (b), as the case  may  be,  and
          under this paragraph (c).  These hours shall be credited  to
          the  Employee for the computation period or periods to which
          the  award or agreement pertains rather than the computation
          period in which the award, agreement or payment is made.
     
     (d)  Hours  of Service shall be credited for employment with  the
          Employer  and  with  other members of an affiliated  service
          group  [as  defined  in Code Section 414(m)],  a  controlled
          group  of  corporations [as defined in Code Section 414(b)],
          or  a group of trades or businesses under common control [as
          defined  in  Code  Section 414(c)]  of  which  the  adopting
          Employer  is a member, and any other entity required  to  be
          aggregated with the Employer pursuant to Code Section 414(o)
          and the regulations thereunder.  Hours of Service shall also
          be  credited  for any individual considered an Employee  for
          purposes  of  this Plan under Code Section  414(n)  or  Code
          Section 414(o) and the regulations thereunder.
     
     (e)  Solely  for  purposes  of determining  whether  a  Break  in
          Service, as defined in paragraph 1.11, for participation and
          vesting  purposes has occurred in a computation  period,  an
          individual  who  is  absent  from  work  for  maternity   or
          paternity  reasons shall receive credit  for  the  Hours  of
          Service  which  would otherwise have been credited  to  such
          individual  but for such absence, or in any  case  in  which
          such hours cannot be determined, 8 Hours of Service per  day
          of such absence.  For purposes of this paragraph, an absence
          from  work  for  maternity  or paternity  reasons  means  an
          absence  by  reason of the pregnancy of the  individual,  by
          reason of a birth of a child of the individual, by reason of
          the  placement of a child with the individual in  connection
          with  the adoption of such child by such individual, or  for
          purposes  of  caring for such child for a  period  beginning
          immediately following such birth or placement. The Hours  of
          Service  credited under this paragraph shall be credited  in
          the  computation period in which the absence begins  if  the
          crediting is necessary to prevent a Break in Service in that
          period,  or in all other cases, in the following computation
          period.  No more than 501 hours will be credited under  this
          paragraph.
     
     (f)  Hours  of Service shall be determined on the basis of the  method
          indicated in the Adoption Agreement.

1.44  Key  Employee  Any Employee or former Employee (and the beneficiaries  of
such  Employee) who at any time during the determination period was an  officer
of  the  Employer if such individual's annual compensation exceeds 50%  of  the
dollar  limitation under Code Section 415(b)(1)(A) (the defined benefit maximum
annual  benefit), an owner (or considered an owner under Code Section  318)  of
one  of  the  ten  largest  interests  in the  employer  if  such  individual's
compensation  exceeds  100%  of  the  dollar  limitation  under  Code   Section
415(c)(1)(A), a five-percent owner of the Employer, or a one-percent  owner  of
the  Employer  who  has  an  annual compensation of more  than  $150,000.   For
purposes  of determining who is a Key Employee, annual compensation shall  mean
Compensation  as  defined in paragraph 1.12(b), but including amounts  deferred
through  a  salary reduction agreement to a cash or deferred  plan  under  Code
Section 401(k), a Simplified Employee Pension Plan under Code Section 408(k), a
cafeteria  plan  under Code Section 125 or a tax-deferred  annuity  under  Code
Section  403(b).   The  determination period is the Plan  Year  containing  the
Determination Date and the four preceding Plan Years.  The determination of who
is  a  Key Employee will be made in accordance with Code Section 416(i)(1)  and
the regulations thereunder.

1.45 Leased Employee  Any person (other than an Employee of the recipient) who,
pursuant  to an agreement between the recipient and any other person  ("leasing
organization"), has performed services for the recipient [or for the  recipient
and related persons determined in accordance with Code Section 414(n)(6)] on  a
substantially  full-time  basis for a period of at least  one  year,  and  such
services  are  of  a type historically performed by Employees in  the  business
field of the recipient Employer.

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

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

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

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

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

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

1.50 Net Profit  The current and accumulated operating earnings of the Employer
before Federal and State income taxes, excluding nonrecurring or unusual  items
of income, and before contributions to this and any other qualified plan of the
Employer.
1.51  Normal  Retirement  Age  The age, set by the  Employer  in  the  Adoption
Agreement,  at which a Participant may retire and receive his or  her  benefits
under the Plan.

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

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

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

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

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

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

1.58 Plan Administrator  The Employer.

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

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

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

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

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

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

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

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

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

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

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

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

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

1.69  Recordkeeper  The person or entity retained by the Plan Administrator  on
behalf of the Plan to provide specified administrative services to the Plan.

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

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

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

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

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

     (a)  any  distribution that is one of a series of substantially equal
          periodic  payments (not less frequently than annually) made  for
          the  life  (or life expectancy) of the Participant or the  joint
          lives  (or joint life expectancies) of the Participant  and  the
          Participant's Designated Beneficiary, or for a specified  period
          of ten years or more,

     (b)  any  distribution  to the extent such distribution  is  required
          under section 401(a)(9) of the Code, and

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

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

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

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

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

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

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

1.78  Sponsor  AMERICAN  FUNDS  DISTRIBURTORS, INC.,  or  any  successor(s)  or
assign(s).

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

1.80  Super Top-Heavy Plan  A Plan described at paragraph 1.83 under which  the
Top-Heavy Ratio [as defined at paragraph 1.84] exceeds 90%.

1.81  Taxable Wage Base  For plans with an allocation formula which takes  into
account  the  Employer's contribution under the Federal Insurance Contributions
Act  (FICA),  the  contribution and benefit base in  effect  under  the  Social
Security  Act  [Code Section 203] at the beginning of the  Plan  Year,  or  the
amount elected by the Employer in the Adoption Agreement.

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

1.83  Top-Heavy  Plan  For any Plan Year beginning after 1983,  the  Employer's
Plan is top-heavy if any of the following conditions exist:
     
     (a)  if  the Top-Heavy Ratio for the Employer's Plan  exceeds 60% and
          this  Plan is not part of any required Aggregation Group or  Per
          missive Aggregation Group of Plans.
     
     (b)  if the Employer's plan is a part of a Required Aggregation Group
          of  plans but not part of a Permissive Aggregation Group and the
          Top-Heavy Ratio for the group of plans exceeds 60%.

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

1.84 Top-Heavy Ratio

     (a)  If  the Employer maintains one or more Defined Contribution plans
          (including any Simplified Employee Pension Plan) and the Employer
          has not maintained any Defined Benefit Plan which during the five-
          year  period ending on the Determination Date(s) has or  has  had
          accrued benefits, the Top-Heavy Ratio for this Plan alone, or for
          the Required or Permissive Aggregation Group as appropriate, is a
          fraction,
     
          (1)  the  numerator  of  which is the sum  of  the  account
               balances  of all Key Employees as of the Determination
               Date(s)  [including  any part of any  account  balance
               distributed  in  the  5-year  period  ending  on   the
               Determination Date(s)], and
          
          (2)  the  denominator of which is the sum  of  all  account
               balances  [including any part of  any account  balance
               distributed  in  the five-year period  ending  on  the
               Determination  Date(s)], both computed  in  accordance
               with Code Section 416 and the regulations thereunder.
     
          Both  the  numerator and denominator of the Top-Heavy  Ratio  are
          increased to reflect any contribution not actually made as of the
          Determination Date but which is required to be taken into account
          on   that  date  under  Code  Section  416  and  the  regulations
          thereunder.
     
     (b)  If  the Employer maintains one or more Defined Contribution Plans
          (including any Simplified Employee Pension Plan) and the Employer
          maintains  or  has maintained one or more Defined  Benefit  Plans
          which  during  the  five-year period ending on the  Determination
          Date(s) has or has had any accrued benefits, the Top-Heavy  Ratio
          for any Required or Permissive Aggregation Group, as appropriate,
          is  a  fraction,  the numerator of which is the  sum  of  account
          balances under the aggregated Defined Contribution Plan or  Plans
          for  all Key Employees, determined in accordance with (a)  above,
          and  the  Present Value of accrued benefits under the  aggregated
          Defined  Benefit Plan or Plans for all Key Employees  as  of  the
          Determination Date(s), and the denominator of which is the sum of
          the  account  balances under the aggregated Defined  Contribution
          Plan or Plans for all Participants, determined in accordance with
          (a)  above, and the Present Value of accrued benefits  under  the
          Defined  Benefit  Plan or Plans for all Participants  as  of  the
          Determination  Date(s), all determined in  accordance  with  Code
          Section 416 and the regulations thereunder.  The accrued benefits
          under   a  Defined  Benefit  Plan  in  both  the  numerator   and
          denominator  of  the  Top-Heavy  Ratio  are  increased  for   any
          distribution  of an accrued benefit made in the five-year  period
          ending on the Determination Date.

     (c)  For  purposes of (a) and (b) above, the value of account balances
          and  the Present Value of accrued benefits will be determined  as
          of  the most recent Valuation Date that falls within or ends with
          the  12-month period ending on the Determination Date, except  as
          provided  in Code Section 416 and the regulations thereunder  for
          the  first and second plan years of a Defined Benefit Plan.   The
          account balances and accrued benefits of a participant who is not
          a Key Employee but who was a Key Employee in a prior year, or who
          has  not been credited with at least one hour of service with any
          Employer  maintaining the Plan at any time during  the  five-year
          period  ending  on the Determination Date, will  be  disregarded.
          The  calculation of the Top-Heavy Ratio, and the extent to  which
          distributions,  rollovers, and transfers are taken  into  account
          will  be  made  in  accordance with  Code  Section  416  and  the
          regulations  thereunder.  Qualified Voluntary  Employee  Contribu
          tions  will  not be taken into account for purposes of  computing
          the  Top-Heavy Ratio.  When aggregating plans, the  value  of  ac
          count balances and accrued benefits will be calculated with refer
          ence  to  the  Determination  Dates that  fall  within  the  same
          calendar year.  The accrued  benefit of a Participant other  than
          a Key Employee shall be determined under the method, if any, that
          uniformly applies for accrual purposes under all Defined  Benefit
          Plans  maintained by the Employer, or if there is no such method,
          as  if  such  benefit accrued not more rapidly than  the  slowest
          accrual  rate permitted under the fractional rule of Code Section
          411(b)(1)(C).

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

     (a)  Employees who have not completed 6 months of Service.
     
     (b)  Employees who normally work less than 17-1/2 hours per week.
     
     (c)  Employees who normally work during not more than 6 months during
          any year.
     
     (d)  Employees who have not attained age 21.
     
     (e)  Employees  included in a collective bargaining unit, covered  by
          an  agreement between employee representatives and the Employer,
          where  retirement  benefits  were  the  subject  of  good  faith
          bargaining  and  provided that 90% or  more  of  the  Employer's
          Employees are covered by the agreement.
     
     (f)  Employees  who are nonresident aliens and who receive no  earned
          income  which constitutes income from sources within the  United
          States.

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

1.87 Trustee  CAPITAL GUARDIAN TRUST COMPANY shall serve as Trustee.

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

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

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

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

1.92  Year  Of  Service   Unless otherwise elected in Nonstandardized  Adoption
Agreement  #002, or unless Elapsed Time is elected in either Adoption Agreement
#001  or  #002,  a  12-consecutive-month period during  which  an  Employee  is
credited with not less than 1,000 Hours of Service.

                                ARTICLE II
                                     
                         ELIGIBILITY REQUIREMENTS

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

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

2.3   Computation Period  To determine Years of Service and Breaks  in  Service
for purposes of eligibility, the 12-consecutive-month period shall commence  on
the  date  on  which  an Employee first performs an Hour  of  Service  for  the
Employer and each anniversary thereof, such that the succeeding 12-consecutive-
month period commences with the Employee's first anniversary of employment  and
so  on.   If,  however,  the  period so specified is  one  year  or  less,  the
succeeding 12-consecutive-month period shall commence on the first day  of  the
Plan Year prior to the anniversary of the date they first performed an Hour  of
Service  regardless  of whether the Employee is entitled to  be  credited  with
1,000  (or  such  lesser number as specified by the Employer  in  the  Adoption
Agreement) Hours of Service during his or her first employment year.

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

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

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

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

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

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

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

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

2.7   Leased Employees  Any Leased Employee shall be treated as an Employee  of
the  recipient  Employer; however, contributions or benefits  provided  by  the
leasing  organization  which  are attributable to services  performed  for  the
recipient  Employer shall be treated as provided by the recipient Employer.   A
leased  Employee shall not be considered an Employee of the recipient  if  such
Employee is covered by a money purchase pension plan providing:

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

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

2.8   Thrift Plans  If the Employer makes an election in the Adoption Agreement
to  require  Voluntary Contributions to participate in this Plan, the  Employer
shall  notify  each eligible Employee in writing of his or her eligibility  for
participation  at  least  30  days prior to the appropriate  Entry  Date.   The
Employee  shall  indicate his or her intention to join the Plan by  authorizing
the Employer to withhold a percentage of his or her Compensation as provided in
the  Plan.   Such authorization shall be returned to the Employer at  least  10
days   prior   to  the  Employee's  Entry  Date.   The  Employee  may   decline
participation by so indicating on the enrollment form or by failure  to  return
the enrollment form to the Employer prior to the Employee's Entry Date.  If the
Employee  declines to participate, such Employee shall be given the opportunity
to  join  the Plan on the next Entry Date.  The taking of a Hardship Withdrawal
under the provisions of paragraph 6.9 will impact the Participant's ability  to
make these contributions.

                                ARTICLE III
                                     
                          EMPLOYER CONTRIBUTIONS

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

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

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

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

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

                                ARTICLE IV
                                     
                          EMPLOYEE CONTRIBUTIONS

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

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

4.3    Rollover  Contribution   Unless  provided  otherwise  in  the   Adoption
Agreement,  a  Participant  may make a Rollover  Contribution  to  any  Defined
Contribution  Plan  established hereunder of all  or  any  part  of  an  amount
distributed  or  distributable  to  him  or  her  from  a  Qualified   Deferred
Compensation Plan provided:
     
     (a)  the  amount distributed to the Participant is deposited  to  the
          Plan no later than the sixtieth day after such distribution  was
          received by the Participant,
     
     (b)  the  amount  distributed is not one of a series of substantially
          equal  periodic payments made for the life (or life  expectancy)
          of   the   Participant  or  the  joint  lives  (or  joint   life
          expectancies)   of   the  Participant  and   the   Participant's
          Designated Beneficiary, or for a specified period of  ten  years
          or more,
     
     (c)  the  amount distributed is not required under section  401(a)(9)
          of the Code,
     
     (d)  if  the  amount distributed included property such  property  is
          rolled  over,  or if sold the proceeds of such property  may  be
          rolled over,
     
     (e)  the  amount  distributed  is  not  includible  in  gross  income
          (determined  without regard to the exclusion for net  unrealized
          appreciation with respect to employer securities).

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

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

     (f)  The  distribution from the Qualified Deferred Compensation  Plan
          constituted the Participant's entire interest in such  Plan  and
          was distributed within one taxable year to the Participant:
     
          (1)  on   account  of  separation  from  Service,  a   Plan
               termination,  or  in the case of a  profit-sharing  or
               stock   bonus  plan,  a  complete  discontinuance   of
               contributions  under such plan within the  meaning  of
               Section 402(a)(6)(A)of the Code, or
          
          (2)  in  one  or  more  distributions  which  constitute  a
               qualified lump sum distribution within the meaning  of
               Code    Section   402(e)(4)(A),   determined   without
               reference to subparagraphs (B) and (H).

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

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

Notwithstanding  the  above, the Employer may refuse to  accept  such  Transfer
Contributions.

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

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

4.7   Required Voluntary Contributions  If the Employer makes a thrift election
in  the Adoption Agreement, each eligible Participant shall be required to make
Voluntary  Contributions  to the Plan for credit  to  his  or  her  account  as
provided   in  the Adoption Agreement.  Such Voluntary Contributions  shall  be
withheld  from  the  Employee's Compensation and shall be  transmitted  by  the
Employer  to  the  Trustee as agreed between the Employer and Recordkeeper.   A
Participant  may  discontinue  participation or change  his  or  her  Voluntary
Contribution percentage by so advising the Employer at least 30 days  prior  to
the  date  on  which such discontinuance or change is to be  effective.   If  a
Participant  discontinues his or her Voluntary Contributions, such  Participant
may  not again authorize Voluntary Contributions for a period of one year  from
the  date of discontinuance.  A Participant may voluntarily change his  or  her
Voluntary Contribution percentage once during any Plan Year and may also  agree
to  have  a  reduction in his or her contribution, if required to  satisfy  the
requirements of the ACP test.

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

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

                                 ARTICLE V
                                     
                           PARTICIPANT ACCOUNTS

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

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

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

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

The Employer shall deduct from each account:
     
     (e)  any  withdrawals or payments made from the Participant's account
          since the last Allocation Date, and
     
     (f)  the  Participant's proportionate share of any  decrease  in  the
          fair market value of the Fund since the last Allocation Date, as
          determined at paragraph 5.4.

5.3   Allocating Employer Contributions  The Employer's contribution  shall  be
allocated to Participants in accordance with the allocation formula selected by
the  Employer  in  the  Adoption Agreement, and the  minimum  contribution  and
allocation requirements for Top-Heavy Plans.  Beginning with the 1993 Plan Year
and thereafter, for plans on Standardized Adoption Agreement #001, Participants
who  are  credited with more than 500 Hours of Service or are employed  on  the
last  day  of  the  Plan  Year  must receive  a  full  allocation  of  Employer
contributions.    In   Nonstandardized  Adoption   Agreement   #002,   Employer
contributions  shall be allocated to the accounts of Participants  employed  by
the Employer on the last day of the Plan Year unless indicated otherwise in the
Adoption  Agreement.   In  the case of a non-Top-Heavy,  Nonstandardized  Plan,
Participants  must  also  have  completed a Year of  Service  unless  otherwise
specified  in  the Adoption Agreement.  For Nonstandardized Adoption  Agreement
#002,  the  Employer may only apply the last day of the Plan Year and  Year  of
Service  requirements if the Plan satisfies the requirements of  Code  Sections
401(a)(26)  and 410(b) and the regulations thereunder including  the  exception
for  401(k)  plans.   If,  when  applying the last  day  and  Year  of  Service
requirements,  the  Plan  fails  to  satisfy the  aforementioned  requirements,
additional  Participants will be eligible to receive an allocation of  Employer
contributions  until  the  requirements are satisfied.   Participants  who  are
credited  with a Year of Service, but not employed at Plan Year  end,  are  the
first  category  of additional Participants eligible to receive an  allocation.
If  the  requirements are still not satisfied, Participants credited with  more
than  500  Hours of Service and employed at Plan Year end are the next category
of  Participants eligible to receive an allocation.  Finally, if  necessary  to
satisfy  the  said requirements, any Participant credited with  more  than  500
Hours  of Service will be eligible for an allocation of Employer contributions.
The  Service requirement is not applicable with respect to any Plan Year during
which the Employer's Plan is Top-Heavy.

5.4  Allocating Investment Earnings And Losses  All Employer contributions will
be  credited with an allocation of the actual investment earnings and gains and
losses from the actual date of deposit of each such contribution until the  end
of   the  period.   The  actual  investment  earnings  shall  be  credited   to
Participants'  accounts as of the Allocation Date following  date  of  deposit.
Participants will share in the earnings of the investment fund(s) in which they
have  monies  as  of  the date such earnings are either  credited  or  accrued.
Accounts with segregated investments shall receive only the income or  loss  on
such  segregated investments.  In no event shall the selection of a  method  of
allocating  gains  and losses be used to discriminate in favor  of  the  Highly
Compensated Employees.

Alternately, a Participant's share of the actual investment earnings  shall  be
based  on  the proportionate value of all active accounts (other than  accounts
with  segregated  investments) as of the last Allocation Date less  withdrawals
since  the  last Allocation Date.  If Employer contributions are made  monthly,
quarterly,  or  on  some  other systematic basis, the adjusted  value  of  such
accounts for allocation of investment income and gains or losses shall  include
one-half the Employer contributions for such period.  If Employer contributions
are not made on a systematic basis, it is assumed that they are made at the end
of  the  Allocation  period  and therefore will not receive  an  allocation  of
investment earnings and gains or losses for such period.  Account balances  not
yet  forfeited shall receive an allocation of earnings and/or losses.  Accounts
with  segregated  investments shall receive only the income  or  loss  on  such
segregated investments.

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

                                ARTICLE VI
                                     
                   RETIREMENT BENEFITS AND DISTRIBUTIONS

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

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

6.3  Benefits On Termination Of Employment
     
     (a)   If  a Participant terminates employment prior to Normal  Retire
ment  Age,  such            Participant shall be entitled to  receive  the
vested  balance  held  in  his or her account          payable  at  Normal
Retirement  Age  in  the  normal  form, or  if  elected,  in  one  of  the
optional  forms of payment provided hereunder.  If applicable,  the  Early
Retirement           benefit  provisions may be elected.   Notwithstanding
the preceding sentence, a former        Participant may, if allowed in the
Adoption  Agreement,  make application to  the        Employer  requesting
early payment of any deferred vested and nonforfeitable benefit       due.
     
     (b)  If  a  Participant terminates employment, and the value of  that
          Participant's Vested Account Balance derived from  Employer  and
          Employee contributions is not greater than $3,500, in accordance
          with  a  consistent  policy followed for  all  Participants  the
          Employer  may  or may not require the Participant to  receive  a
          lump  sum distribution of the value of the entire vested portion
          of  such  account  balance and the non-vested  portion  will  be
          treated as a forfeiture.  The Employer shall continue to  follow
          its   consistent  policy,  as  may  be  established,   regarding
          immediate  cash-outs  of Vested Account Balances  of  $3,500  or
          less.   For  purposes  of  this  Article,  if  the  value  of  a
          Participant's  Vested  Account Balance is zero, the  Participant
          shall  be deemed to have received a distribution of such  Vested
          Account Balance immediately following termination.  Likewise, if
          the   Participant   is  reemployed  prior  to   incurring   five
          consecutive one-year Breaks in Service he or she will be  deemed
          to  have  immediately repaid such distribution.  For Plan  Years
          beginning prior to 1989, a Participant's Vested Account  Balance
          shall    not    include   Qualified   Voluntary   Contributions.
          Notwithstanding  the  above, if the Employer  maintains  or  has
          maintained  a policy of not distributing any amounts  until  the
          Participant's Normal Retirement Age, the Employer  can  continue
          to uniformly apply such policy.
     
     (c)  If  a  Participant terminates employment with a  Vested  Account
          Balance  derived  from  Employer and Employee  contributions  in
          excess  of $3,500, and elects (with his or her Spouse's consent,
          if  required) to receive 100% of the value of his or her  Vested
          Account  Balance in a lump sum, the non-vested portion  will  be
          treated  as  a  forfeiture.  The Participant  (and  his  or  her
          Spouse, if required) must consent to any distribution, when  the
          Vested Account Balance described above exceeds $3,500 or  if  at
          the  time  of  any prior distribution it exceeded  $3,500.   For
          purposes  of this paragraph, for Plan Years beginning  prior  to
          1989,  a  Participant's Vested Account Balance shall not include
          Qualified Voluntary Contributions.
     
     (d)  Distribution  of  less  than 100% of  the  Participant's  Vested
          Account  Balance shall only be permitted if the  Participant  is
          fully vested upon termination of employment.
     
     (e)  If a Participant who is not 100% vested receives or is deemed to
          receive  a  distribution pursuant to this paragraph and  resumes
          employment  covered under this Plan, the Participant shall  have
          the  right  to  repay  to  the  Plan  the  full  amount  of  the
          distribution attributable to Employer contributions on or before
          the  earlier  of  the  date  that the  Participant  incurs  five
          consecutive  one-year Breaks in Service following  the  date  of
          distribution  or five years after the first date  on  which  the
          Participant  is  subsequently reemployed.  In  such  event,  the
          Participant's account shall be restored to the value thereof  at
          the  time the distribution was made and may further be increased
          by  the Plan's income and investment gains and/or losses on  the
          undistributed amount from the date of distribution to  the  date
          of repayment.
     
     (f)  A  Participant shall also have the option to postpone payment of
          his  or her Plan benefits until the first day of April following
          the  calendar  year in which he or she attains age  70-1/2.  Any
          balance  of  a Participant's account resulting from his  or  her
          Employee contributions not previously withdrawn, if any, may  be
          withdrawn  by  the Participant immediately following  separation
          from Service.
     
     (g)  If a Participant ceases to be an active Employee  as a result of
          a  Disability  as  defined at paragraph 1.22,  such  Participant
          shall be able to make an application for a disability retirement
          benefit  payment.   The Participant's account  balance  will  be
          deemed   "immediately distributable" as set forth  in  paragraph
          6.4, and will be fully vested pursuant to paragraph 9.2.

6.4  Restrictions On Immediate Distributions

     (a)  An  account balance is immediately distributable if any part  of
          the  account balance could be distributed to the Participant (or
          Surviving Spouse) before the Participant attains (or would  have
          attained if not deceased) the later of the Normal Retirement Age
          or age 62.
     
     (b)  If  the  value of a Participant's Vested Account Balance derived
          from Employer and Employee contributions exceeds (or at the time
          of  any  prior  distribution exceeded) $3,500, and  the  account
          balance is immediately distributable, the Participant and his or
          her  Spouse  (or where either the Participant or the Spouse  has
          died,  the  survivor) must consent to any distribution  of  such
          account balance.  The consent of the Participant and the  Spouse
          shall be obtained in writing within the 90-day period ending  on
          the  annuity starting date, which is the first day of the  first
          period  for which an amount is paid as an annuity or  any  other
          form.   The Plan Administrator shall notify the Participant  and
          the  Participant's Spouse of the right to defer any distribution
          until the Participant's account balance is no longer immediately
          distributable.   Such  notification  shall  include  a   general
          description of the material features, and an explanation of  the
          relative  values  of,  the optional forms of  benefit  available
          under  the  Plan  in  a  manner that would  satisfy  the  notice
          requirements of Code Section 417(a)(3), and shall be provided no
          less  than 30 days and no more than 90 days prior to the annuity
          starting date.

     
     (c)  Notwithstanding the foregoing, only the Participant need consent
          to the commencement of a distribution in the form of a Qualified
          Joint  and  Survivor  Annuity  while  the  account  balance   is
          immediately distributable.  Furthermore, if payment in the  form
          of  a  Qualified Joint and Survivor Annuity is not required with
          respect  to  the Participant pursuant to paragraph  8.7  of  the
          Plan,  only the Participant need consent to the distribution  of
          an  account balance that is immediately distributable.   Neither
          the  consent  of  the  Participant nor the Participant's  Spouse
          shall  be required to the extent that a distribution is required
          to  satisfy  Code  Section 401(a)(9) or Code  Section  415.   In
          addition,  upon termination of this Plan if the  Plan  does  not
          offer  an annuity option (purchased from a commercial provider),
          the Participant's account balance may, without the Participant's
          consent,  be  distributed to the Participant or  transferred  to
          another Defined Contribution Plan [other than an employee  stock
          ownership plan as defined in Code Section 4975(e)(7)] within the
          same controlled group.
     
     (d)  For  purposes of determining the applicability of the  foregoing
          consent requirements to distributions made before the first  day
          of  the  first Plan Year beginning after 1988, the Participant's
          Vested Account Balance shall not include amounts attributable to
          Qualified Voluntary Contributions.

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

          (1)  the  Participant is clearly informed of his or her  right  to  a
               period  of  at  least  30  days after receiving  the  notice  to
               consider  the decision of whether or not to elect a distribution
               (and, if applicable, a particular distribution option), and

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

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

6.6  Commencement Of Benefits

     (a)  Unless   the  Participant  elects  otherwise,  distribution   of
          benefits  will begin no later than the 60th day after the  close
          of  the  Plan  Year in which the latest of the following  events
          occurs:
          
          (1)  the  Participant attains age 65 (or normal  retirement
               age if earlier),
          
          (2)  the   10th  anniversary  of  the  year  in  which  the
               Participant commenced participation in the Plan, or
          
          (3)  the Participant terminates Service with the Employer.
     
     (b)  Notwithstanding the foregoing, the failure of a Participant  and
          Spouse  (if  necessary)  to consent to a  distribution  while  a
          benefit  is  immediately distributable  within  the  meaning  of
          paragraph  6.4  hereof, shall be deemed  an  election  to  defer
          commencement  of  payment of any benefit sufficient  to  satisfy
          this paragraph.

6.7   Claims Procedures  Upon retirement, death, or other severance  of  employ
ment, the Participant or his or her representative may make application to  the
Employer requesting payment of benefits due and the manner of payment.   If  no
application  for  benefits is made, the Employer shall  automatically  pay  any
vested  benefit  due  hereunder in the normal form at the  time  prescribed  at
paragraph  6.6.   If  an application for benefits is made, the  Employer  shall
accept,  reject,  or  modify such request and shall notify the  Participant  in
writing setting forth the response of the Employer and in the case of a  denial
or modification the Employer shall:

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

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

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

     (a)  termination  of  the Plan without the establishment  of  another
          Defined Contribution Plan other than an employee stock ownership
          plan  [as  defined  in  Code  Sections  4975(e)  or  409]  or  a
          Simplified  Employee Pension Plan [as defined  in  Code  Section
          408(k)].

     (b)  the disposition by a corporation to an unrelated corporation  of
          substantially  all  of the assets [within the  meaning  of  Code
          Section  409(d)(2)]  used  in  a  trade  or  business  of   such
          corporation if such corporation continues to maintain this  Plan
          after  the  disposition, but only with respect to Employees  who
          continue employment with the corporation acquiring such assets.
     
     (c)  the  disposition by a corporation to an unrelated entity of such
          corporation's  interest in a subsidiary [within the  meaning  of
          Code  Section  409(d)(3)]  if  such  corporation  continues   to
          maintain  this  Plan,  but only with respect  to  Employees  who
          continue employment with such subsidiary.
     
     (d)  the attainment of age 59-1/2.
     
     (e)  on  account  of  the Hardship withdrawal of the  Participant  as
          described in paragraph 6.9.

All  distributions that may be made pursuant to one or more  of  the  foregoing
distributable  events  are  subject  to the  Participant  and  Spousal  consent
requirements, if applicable, contained in Code Sections 401(a)(11) and 417.  In
addition, distributions after March 31, 1988 that are triggered by any  of  the
first three events enumerated above must be made in a lump sum.

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

     (a)  expenses  incurred or necessary for medical care,  [described  in
          Code  Section  213(d)] of the Participant,  his  or  her  Spouse,
          children and other dependents,
     
     (b)  the  purchase  (excluding  mortgage payments)  of  the  principal
          residence for the Participant,
     
     (c)  payment of tuition and related educational expenses for the  next
          twelve   (12)   months  of  post-secondary  education   for   the
          Participant, his or her Spouse, children or other dependents, or
     
     (d)  the need to prevent eviction of the Participant from or a foreclo
          sure on the mortgage of, the Participant's principal residence.

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

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

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

     (a)  A  separate  account will be established for  the  Participant's
          interest in the Plan as of the time of the distribution, and
     
     (b)  At any relevant time the Participant's nonforfeitable portion of
          the separate account will be equal to an amount ("X") determined
          by the formula:

               X = P [AB + (R X D)] - (R X D)

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

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

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

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

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

7.4  Required Distributions On Or After The Required Beginning Date

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

7.5  Required Beginning Date

     (a)  General  Rule.  The Required Beginning Date of a  Participant  is
          the  first  day  of  April  of the calendar  year  following  the
          calendar year in which the Participant attains age 70-1/2.
     
     (b)  Transitional Rules.  The Required Beginning Date of a Participant
          who  attains  age  70-1/2  before 1988, shall  be  determined  in
          accordance with (1) or (2) below:
          
          (1)  non-five-percent owners.  The Required  Beginning  Date
               of a Participant who is not a five-percent owner is the
               first  day of April of the calendar year following  the
               calendar  year  in  which the later  of  retirement  or
               attainment  of  age 70-1/2 occurs.  In the  case  of  a
               Participant who is not a five-percent owner who attains
               age  70-1/2 during 1988 and who has not retired  as  of
               January  1, 1989, the Required Beginning Date is  April
               1, 1990.
          
          (2)  five-percent owners.  The Required Beginning Date of  a
               Participant who is a five-percent owner during any year
               beginning  after  1979,  is  the  first  day  of  April
               following the later of:
          
               (i)  the  calendar  year in which the  Participant
                    attains age 70-1/2, or
               
               (ii) the  earlier  of the calendar  year  with  or
                    within which ends the plan year in which  the
                    Participant becomes a five-percent owner,  or
                    the  calendar  year in which the  Participant
                    retires.

     (c)  A  Participant is treated as a five-percent owner for purposes of
          this  paragraph  if such Participant is a five-percent  owner  as
          defined  in  Code  Section 416(i) (determined in accordance  with
          Code  Section 416 but without regard to whether the Plan is  Top-
          Heavy) at any time during the Plan Year ending with or within the
          calendar  year  in  which such owner attains age  66-1/2  or  any
          subsequent Plan Year.
     
     (d)  Once  distributions have begun to a five-percent owner under this
          paragraph,  they  must  continue to be distributed  even  if  the
          Participant  ceases to be a five-percent owner  in  a  subsequent
          year.

7.6  Transitional Rule

     (a)  Notwithstanding  the  other requirements of  this  Article  and
          subject to the requirements of Article VIII, Joint and Survivor
          Annuity  Requirements, distribution on behalf of any  Employee,
          including a five-percent owner, may be made in accordance  with
          all  of  the  following requirements (regardless of  when  such
          distribution commences):

          (1)  the  distribution by the Trust is one which  would  not
               have   disqualified  such  Trust  under  Code   Section
               401(a)(9)  as  in  effect prior  to  amendment  by  the
               Deficit Reduction Act of 1984,
          
          (2)  the  distribution  is in accordance with  a  method  of
               distribution designated by the Employee whose  interest
               in  the  Trust is being distributed or, if the Employee
               is deceased, by a beneficiary of such Employee,
          
          (3)  such  designation  was in writing, was  signed  by  the
               Employee or the beneficiary, and was made before 1984,
          
          (4)  the Employee had accrued a benefit under the Plan as of
               December 31, 1983,
          
          (5)  the  method of distribution designated by the  Employee
               or   the  beneficiary  specifies  the  time  at   which
               distribution  will  commence,  the  period  over  which
               distributions  will be made, and in  the  case  of  any
               distribution   upon   the   Employee's    death,    the
               beneficiaries  of  the  Employee  listed  in  order  of
               priority.

     (b)  A   distribution  upon  death  will  not  be  covered   by   this
          transitional  rule  unless  the information  in  the  designation
          contains the required information described above with respect to
          the distributions to be made upon the death of the Employee.
     
     (c)  For  any  distribution which commences before 1984, but continues
          after  1983,  the  Employee  or the  beneficiary,  to  whom  such
          distribution  is being made, will be presumed to have  designated
          the  method of distribution under which the distribution is being
          made, if the method of distribution was specified in writing  and
          the  distribution  satisfies  the requirements  in  subparagraphs
          (a)(1) and (5) above.
     
     (d)  If  a  designation  is revoked, any subsequent distribution  must
          satisfy  the  requirements  of Code  Section  401(a)(9)  and  the
          regulations  thereunder.  If a designation is revoked  subsequent
          to  the date distributions are required to begin, the Trust  must
          distribute by the end of the calendar year following the calendar
          year  in  which  the revocation occurs the total amount  not  yet
          distributed  which  would  have  been  required  to   have   been
          distributed to satisfy Code Section 401(a)(9) and the regulations
          thereunder,  but for the section 242(b)(2) election  of  the  Tax
          Equity and Fiscal Responsibility Act of 1982.  For calendar years
          beginning  after 1988, such distributions must meet  the  minimum
          distribution   incidental   benefit   requirements   in   section
          1.401(a)(9)-2 of the Income Tax Regulations.  Any changes in  the
          designation  will  be  considered  to  be  a  revocation  of  the
          designation.   However,  the  mere substitution  or  addition  of
          another beneficiary (one not named in the designation) under  the
          designation  will  not be considered to be a  revocation  of  the
          designation,  so long as such substitution or addition  does  not
          alter  the period  over which distributions are to be made  under
          the designation, directly or indirectly (for example, by altering
          the relevant measuring life).  In the case in which an amount  is
          transferred  or  rolled over from one plan to another  plan,  the
          rules in Q&A J-2 and Q&A J-3 of the regulations shall apply.

7.7  Designation Of Beneficiary For Death Benefit  Each Participant shall file a
written  designation  of  beneficiary with  the  Employer  upon  qualifying  for
participation  in  this  Plan.  Such designation shall  remain  in  force  until
revoked  by the Participant by filing a new beneficiary form with the  Employer.
Under  a  profit-sharing plan satisfying the requirements of paragraph 8.7,  the
Designated  Beneficiary  shall be the Participant's Surviving  Spouse,  if  any,
unless such Spouse properly consents otherwise.

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

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

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

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

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

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

For  purposes  of paragraph 7.9 and this paragraph, if an amount is  payable  to
either  a minor or an individual who has been declared incompetent, the benefits
shall be paid to the legally appointed guardian for the benefit of said minor or
incompetent  individual,  unless  the court which  appointed  the  guardian  has
ordered otherwise.

7.11 Distribution Of Excess Elective Deferrals

     (a)  Notwithstanding any other provision of the Plan, Excess  Elective
          Deferrals  plus any income and minus any loss allocable  thereto,
          shall be distributed no later than April 15, 1988, and each April
          15  thereafter, to Participants to whose accounts Excess Elective
          Deferrals were allocated for the preceding taxable year, and  who
          claim  Excess  Elective Deferrals for such taxable year.   Excess
          Elective Deferrals shall be treated as Annual Additions under the
          Plan  unless such amounts are distributed no later than the first
          April 15th following the close of the Participant's taxable year.
          A  Participant is deemed to notify the Plan Administrator of  any
          Excess Elective Deferrals that arise by taking into account  only
          those Elective Deferrals made to this Plan and any other plans of
          this Employer.
     
     (b)  Furthermore,  a  Participant  who participates  in  another  plan
          allowing  Elective Deferrals may assign to this Plan  any  Excess
          Elective Deferrals made during a taxable year of the Participant,
          by  notifying the Plan Administrator of the amount of the  Excess
          Elective Deferrals to be assigned.  The Participant's claim shall
          be  in writing, shall be submitted to the Plan Administrator  not
          later than March 1 of each year, shall specify the amount of  the
          Participant's Excess Elective Deferrals for the preceding taxable
          year,  and  shall  be  accompanied by the  Participant's  written
          statement  that if such amounts are not distributed, such  Excess
          Elective  Deferrals, when added to amounts deferred  under  other
          plans  or arrangements described in Code Sections 401(k),  408(k)
          [Simplified  Employee Pensions], or 403(b) [annuity programs  for
          public  schools  and charitable organizations]  will  exceed  the
          $7,000 limit as adjusted under Code Section 415(d) imposed on the
          Participant  by  Code Section 402(g) for the year  in  which  the
          deferral occurred.
     
     (c)  Excess  Elective Deferrals shall be adjusted for  any  income  or
          loss  up to the end of the taxable year during which such  excess
          was  deferred.    Income  or loss will be  calculated  under  the
          method used to calculate investment earnings and losses elsewhere
          in the Plan.
     
     (d)  If  the  Participant  receives a return of his  or  her  Elective
          Deferrals,  the amount of such contributions which  are  returned
          must be brought into the Participant's taxable income.
     
7.12 Distributions of Excess Contributions
     
     (a)  Notwithstanding  any  other  provision  of  this   Plan,   Excess
          Contributions  plus  any  income and  minus  any  loss  allocable
          thereto, shall be distributed no later than the last day of  each
          Plan   Year  to  Participants  to  whose  accounts  such   Excess
          Contributions  were allocated for the preceding  Plan  Year.   If
          such  excess amounts are distributed more than 2-1/2 months after
          the last day of the Plan Year in which such excess amounts arose,
          a  ten  (10)  percent excise tax will be imposed on the  Employer
          maintaining  the  Plan  with  respect  to  such  amounts.    Such
          distributions  shall be made to Highly Compensated  Employees  on
          the  basis of the respective portions of the Excess Contributions
          attributable to each of such Employees.  Excess Contributions  of
          Participants  who  are subject to the Family  Member  aggregation
          rules  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 ADP.
     
     (b)  Excess  Contributions  (including  the  amounts  recharacterized)
          shall be treated as Annual Additions under the Plan.
     
     (c)  Excess Contributions shall be adjusted for any income or loss  up
          to  the  end of the Plan Year.  Income or loss will be calculated
          under the method used to calculate investment earnings and losses
          elsewhere in the Plan.
     
     (d)  Excess  Contributions shall be distributed from the Participant's
          Elective  Deferral  account and Qualified  Matching  Contribution
          account  (if  applicable)  in  proportion  to  the  Participant's
          Elective Deferrals and Qualified Matching Contributions  (to  the
          extent  used  in  the  ADP  test)  for  the  Plan  Year.   Excess
          Contributions   shall  be  distributed  from  the   Participant's
          Qualified  Non-Elective Contribution account only to  the  extent
          that  such  Excess  Contributions  exceed  the  balance  in   the
          Participant's  Elective Deferral account and  Qualified  Matching
          Contribution account.
     
7.13 Distribution Of Excess Aggregate Contributions
     
     (a)  Notwithstanding  any  other  provision  of  this  Plan,    Excess
          Aggregate  Contributions  plus any  income  and  minus  any  loss
          allocable thereto, shall be forfeited, if forfeitable, or if  not
          forfeitable, distributed, no later than the last day of each Plan
          Year  to  Participants  to whose accounts such  Excess  Aggregate
          Contributions were allocated for the preceding Plan Year.  Excess
          Aggregate  Contributions of Participants who are subject  to  the
          Family  Member aggregation rules of Code Section 414(q)(6)  shall
          be  allocated  among  the Family Members  in  proportion  to  the
          Employee  and  Matching  Contributions  (or  amounts  treated  as
          Matching Contributions) of each family member that is combined to
          determine  the  ACP.  If such Excess Aggregate Contributions  are
          distributed more than 2-1/2 months after the last day of the Plan
          Year  in  which  such excess amounts arose, a  ten  (10)  percent
          excise  tax will be imposed on the Employer maintaining the  Plan
          with  respect  to those amounts.  Excess Aggregate  Contributions
          shall be treated as Annual Additions under the plan.
     
     (b)  Excess  Aggregate Contributions shall be adjusted for any  income
          or  loss  up  to  the end of the Plan Year.  The income  or  loss
          allocable to Excess Aggregate Contributions is the sum of  income
          or  loss  for  the  Plan  Year  allocable  to  the  Participant's
          Voluntary Contribution account, Matching Contribution account (if
          any,  and   if all amounts therein are not used in the ADP  test)
          and,  if  applicable, Qualified Non-Elective Contribution account
          and Elective Deferral account.  Income or loss will be calculated
          under the method used to calculate investment earnings and losses
          elsewhere in the Plan.
     
     (c)  Forfeitures of Excess Aggregate Contributions shall be applied to
          reduce  Employer  contributions at the end of the  Plan  Year  in
          which they occur.
     
     (d)  Excess  Aggregate Contributions shall be forfeited if such amount
          is not vested.  If vested, such excess shall be distributed on  a
          pro-rata  basis  from  the Participant's  Voluntary  Contribution
          account  (and,  if applicable, the Participant's  Qualified  Non-
          Elective  Contribution  account, Matching  Contribution  account,
          Qualified Matching Contribution account, and/or Elective Deferral
          account).
                               ARTICLE VIII
                                     
                  JOINT AND SURVIVOR ANNUITY REQUIREMENTS

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

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

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

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

8.4   Qualified  Election  A Qualified Election is an  election  to  either
waive  a Qualified Joint and Survivor Annuity or a Qualified Pre-Retirement
Survivor Annuity.  Any such election shall not be effective unless:

     (a)  the   Participant's  Spouse  consents  in  writing  to   the
          election,
     
     (b)  the  election  designates a specific beneficiary,  including
          any  class of beneficiaries or any contingent beneficiaries,
          which  may  not be changed without spousal consent  (or  the
          Spouse  expressly  permits designations by  the  Participant
          without any further spousal consent),

     (c)  the   Spouse's  consent  acknowledges  the  effect  of   the
          election, and
     
     (d)  the  Spouse's  consent is witnessed by a Plan representative
          or notary public.

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

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

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

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

     (a)  the period beginning with the first day of the Plan Year  in
          which  the  Participant attains age 32 and ending  with  the
          close of the Plan Year preceding the Plan Year in which  the
          Participant attains age 35,
     
     (b)  a  reasonable period ending after the individual  becomes  a
          Participant,
     
     (c)  a  reasonable period ending after this Article first applies
          to  the  Participant.  Notwithstanding the foregoing, notice
          must  be  provided within a reasonable period  ending  after
          separation  from  Service in the case of a  Participant  who
          separates from Service before attaining age 35.

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

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

     (a)  This  paragraph shall apply to a Participant  in  a  profit-
          sharing plan, and to any distribution, made on or after  the
          first day of the first plan year beginning after 1988,  from
          or under a separate account attributable solely to Qualified
          Voluntary  Contributions,  as  maintained  on  behalf  of  a
          Participant  in a money purchase pension plan, (including  a
          target  benefit  plan),  if  the  following  conditions  are
          satisfied:
          
          (1) the  Participant does not or cannot elect  payments
              in the form of a life annuity, and

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

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

     (a)  Any  living Participant not receiving benefits on August 23,
          1984,   who   would  otherwise  not  receive  the   benefits
          prescribed by the previous paragraphs of this Article,  must
          be  given  the  opportunity  to  elect  to  have  the  prior
          paragraphs  of  this  Article apply if such  Participant  is
          credited  with at least one Hour of Service under this  Plan
          or  a  predecessor Plan in a Plan Year beginning on or after
          January  1, 1976 and such Participant had at least 10  Years
          of  Service  for vesting purposes when he or  she  separated
          from Service.
     
     (b)  Any  living Participant not receiving benefits on August 23,
          1984,  who  was credited with at least one Hour  of  Service
          under  this Plan or a predecessor Plan on or after September
          2,  1974, and who is not otherwise credited with any Service
          in  a  Plan Year beginning on or after January 1, 1976, must
          be given the opportunity to have his or her benefits paid in
          accordance with paragraph 8.9.
     
     (c)  The  respective opportunities to elect [as described in  (a)
          and   (b)   above]  must  be  afforded  to  the  appropriate
          Participants during the period commencing on August 23, 1984
          and ending on the date benefits would otherwise commence  to
          said Participants.

8.9   Automatic Joint And Survivor Annuity And Early Survivor Annuity   Any
Participant  who  has  elected  pursuant  to  paragraph  8.8(b)   and   any
Participant  who  does not elect under paragraph 8.8(a) or  who  meets  the
requirements  of  paragraph 8.8(a), except that such Participant  does  not
have  at  least  10 years of vesting Service when he or she separates  from
Service, shall have his or her benefits distributed in accordance with  all
of  the  following requirements if benefits would have been payable in  the
form of a life annuity.

     (a)  Automatic  Joint and Survivor Annuity.  If benefits  in  the
          form   of  a  life  annuity  become  payable  to  a  married
          Participant who:
          
          (1)  begins  to receive payments under the Plan  on  or
               after Normal Retirement Age, or
          
          (2)  dies on or after Normal Retirement Age while still
               working for the Employer, or
          
          (3)  begins  to  receive  payments  on  or  after   the
               Qualified Early Retirement Age, or

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

                                ARTICLE IX
                                     
                                  VESTING

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

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

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

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

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

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

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

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

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

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

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

                                 ARTICLE X
                                     
                        LIMITATIONS ON ALLOCATIONS
                      AND ANTIDISCRIMINATION TESTING

10.1  Participation  In  This  Plan  Only   If  the  Participant  does  not
participate  in  and has never participated in another  qualified  plan,  a
Welfare  Benefit  Fund as described in paragraph 1.91,  individual  medical
account  as  defined  in Code Section 415(l)(2), or  a  Simplifed  Employee
Pension  Plan  (as defined in paragraph 1.77) maintained  by  the  adopting
Employer,  which provides an Annual Addition as defined in  paragraph  1.5,
the  amount  of Annual Additions which may be credited to the Participant's
account  for any Limitation Year will not exceed the lesser of the  Maximum
Permissible Amount or any other limitation contained in this Plan.  If  the
Employer  contribution that would otherwise be contributed or allocated  to
the  Participant's  account  would  cause  the  Annual  Additions  for  the
Limitation  Year  to  exceed  the Maximum Permissible  Amount,  the  amount
contributed  or allocated will be reduced so that the Annual Additions  for
the  Limitation Year will equal the Maximum Permissible Amount.   Prior  to
determining the Participant's actual Compensation for the Limitation  Year,
the Employer may determine the Maximum Permissible Amount for a Participant
on the basis of a reasonable estimate of the Participant's Compensation for
the  Limitation  Year, uniformly determined for all Participants  similarly
situated.   As soon as is administratively feasible after the  end  of  the
Limitation  Year,  the Maximum Permissible Amount for the  Limitation  Year
will  be  determined on the basis of the Participant's actual  Compensation
for the Limitation Year.

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

     (a)  Suspense Account Method

          (1)  (1)    Any   nondeductible   Employee   Voluntary,
               Required  Voluntary  Contributions  and  unmatched
               Elective Deferrals to the extent they would reduce
               the   Excess  Amount  will  be  returned  to   the
               Participant.   To the extent necessary  to  reduce
               the    Excess   Amount,   non-Highly   Compensated
               Employees   will   have  all  Elective   Deferrals
               returned  whether or not there was a corresponding
               match.
          
          (2)  If  after  the  application of  paragraph  (1)  an
               Excess Amount still exists, and the Participant is
               covered  by  the Plan at the end of the Limitation
               Year,  the  Excess  Amount  in  the  Participant's
               account   will   be   used  to   reduce   Employer
               contributions   (including   any   allocation   of
               forfeitures)  for  such Participant  in  the  next
               Limitation  Year,  and each succeeding  Limitation
               Year if necessary.

          (3)  If  after  the  application of  paragraph  (1)  an
               Excess Amount still exists, and the Participant is
               not  covered  by  the  Plan  at  the  end  of  the
               Limitation  Year, the Excess Amount will  be  held
               unallocated  in a suspense account.  The  suspense
               account  will be applied to reduce future Employer
               contributions   (including   allocation   of   any
               forfeitures) for all remaining Participants in the
               next   Limitation   Year,  and   each   succeeding
               Limitation Year if necessary.

          (4)  If  a suspense account is in existence at any time
               during  the  Limitation  Year  pursuant  to   this
               paragraph,   it  will  not  participate   in   the
               allocation of investment gains and losses.   If  a
               suspense  account  is  in existence  at  any  time
               during  a particular Limitation Year, all  amounts
               in  the  suspense  account must be  allocated  and
               reallocated to Participants' accounts  before  any
               Employer    Contributions    or    any    Employee
               contributions  may be made to the  Plan  for  that
               Limitation  Year.   Excess  amounts  may  not   be
               distributed    to    Participants    or     former
               Participants.

     (b)  Spillover Method

          (1)  Any  nondeductible  Employee  Voluntary,  Required
               Voluntary  Contributions  and  unmatched  Elective
               Deferrals  to  the  extent they would  reduce  the
               Excess Amount will be returned to the Participant.
               To  the  extent  necessary to  reduce  the  Excess
               Amount, non-Highly Compensated Employees will have
               all  Elective  Deferrals returned whether  or  not
               there was a corresponding match.

          (2)  Any  Excess Amount which would be allocated to the
               account  of  an individual Participant  under  the
               Plan's  allocation formula will be reallocated  to
               other  Participants in the same  manner  as  other
               Employer   contributions.   No  such  reallocation
               shall be made to the extent that it will result in
               an   Excess   Amount   being   created   in   such
               Participant's own account.
          
          (3)  To  the  extent that amounts cannot be reallocated
               under  (1)  above, the suspense account provisions
               of (a) above will apply.

10.3  Participation In This Plan And Another Qualified Master and Prototype
Defined Contribution Plan, Welfare Benefit Fund, Individual Medical Account
Or  Simplified Employee Pension Plan Maintained By The Employer  The Annual
Additions which may be credited to a Participant's account under this  Plan
for  any  Limitation  Year will not exceed the Maximum  Permissible  Amount
reduced  by the Annual Additions credited to a Participant's account  under
the other qualified Master or Prototype Defined Contribution Plans, Welfare
Benefit  Funds,  individual medical accounts as  defined  in  Code  Section
415(l)(2),  and  Simplified  Employee  Pension  Plans  maintained  by   the
Employer, which provide an Annual Addition as defined in paragraph 1.5  for
the  same  Limitation Year.  If the Annual Additions with  respect  to  the
Participant under other Defined Contribution Plans, Welfare Benefit  Funds,
individual   medical  accounts  and  Simplified  Employee   Pension   Plans
maintained by the Employer are less than the Maximum Permissible Amount and
the  Employer contribution that would otherwise be contributed or allocated
to  the  Participant's  account under this  Plan  would  cause  the  Annual
Additions  for  the Limitation Year to exceed this limitation,  the  amount
contributed or allocated will be reduced so that the Annual Additions under
all  such  plans and funds for the Limitation Year will equal  the  Maximum
Permissible  Amount.   If  the  Annual  Additions  with  respect   to   the
Participant under such other Defined Contribution Plans and Welfare Benefit
Funds in the aggregate are equal to or greater than the Maximum Permissible
Amount,  no  amount  will be contributed or allocated to the  Participant's
account under this Plan for the Limitation Year.  Prior to determining  the
Participant's actual Compensation for the Limitation Year, the Employer may
determine  the Maximum Permissible Amount for a Participant in  the  manner
described  in  paragraph 10.1.  As soon as administratively feasible  after
the  end  of  the Limitation Year, the Maximum Permissible Amount  for  the
Limitation Year will be determined on the basis of the Participant's actual
Compensation for the Limitation Year.

10.4  Disposition Of Excess Annual Additions Under Two Plans  If,  pursuant
to  paragraph  10.3  or as a result of forfeitures, a Participant's  Annual
Additions  under this Plan and such other plans would result in  an  Excess
Amount  for a Limitation Year, the Excess Amount will be deemed to  consist
of  the  Annual  Additions  last  allocated except  that  Annual  Additions
attributable to a Simplified Employee Pension Plan will be deemed  to  have
been allocated first followed by Annual Additions to a Welfare Benefit Fund
or  individual medical account as defined in Code Section 415(l)(2) will be
deemed  to  have  been allocated next regardless of the  actual  allocation
date.   If an Excess Amount was allocated to a Participant on an allocation
date  of this Plan which coincides with an allocation date of another plan,
the Excess Amount attributed to this Plan will be the product of:
     (a)  the total Excess Amount allocated as of such date, times
     
     (b)  the ratio of:
          
          (1)  the  Annual Additions allocated to the Participant  for
               the Limitation Year as of such date under the Plan, to
          
          (2)  the total Annual Additions allocated to the Participant
               for  the Limitation Year as of such date under this and
               all  the  other  qualified Master or Prototype  Defined
               Contribution Plans.

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

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

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

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

10.8 Special Rules Relating To Application Of ADP Test

     (a)  The Actual Deferral Percentage for any Participant who is a Highly
          Compensated Employee for the Plan Year and who is eligible to have
          Elective Deferrals (and Qualified Non-Elective Contributions or
          Qualified Matching Contributions, or both, if treated as Elective
          Deferrals for purposes of the ADP test) allocated to his or her
          accounts under two or more arrangements described in Code Section
          401(k), that are maintained by the Employer, shall be determined as if
          such Elective Deferrals (and, if applicable, such Qualified Non-
          Elective Contributions or Qualified Matching Contributions, or both)
          were made under a single arrangement.  If a Highly Compensated
          Employee participates in two or more cash or deferred arrangements
          that have different Plan Years, all cash or deferred arrangements
          ending with or within the same calendar year shall be treated as a
          single arrangement.  Notwithstanding the foregoing, certain plans
          shall be treated as separate if mandatorily disaggregated under
          regulations under Code Section 401(k).
     
     (b)  In the event that this Plan satisfies the requirements of Code
          Sections 401(k), 401(a)(4), or 410(b) only if aggregated with one or
          more other plans, or if one or more other plans satisfy the
          requirements of such Code Sections only if aggregated with this Plan,
          then this Section shall be applied by determining the Actual Deferral
          Percentage of Employees as if all such plans were a single plan.  For
          Plan Years beginning after 1989, plans may be aggregated in order to
          satisfy  Code Section 401(k) only if they have the same Plan Year.
     
     (c)  For purposes of determining the Actual Deferral Percentage of a
          Participant who is a five-percent owner or one of the ten most highly-
          paid Highly Compensated Employees, the Elective Deferrals (and
          Qualified Non-Elective Contributions or Qualified Matching
          Contributions, or both, if treated as Elective Deferrals for purposes
          of the ADP test) and Compensation of such Participant shall include
          the Elective Deferrals (and, if applicable, Qualified Non-Elective
          Contributions and Qualified Matching Contributions, or both) and
          Compensation for the Plan Year of Family Members as defined in
          paragraph 1.37 of this Plan.  Family Members, with respect to such
          Highly Compensated Employees, shall be disregarded as separate
          Employees in determining the ADP both for Participants who are non-
          Highly Compensated Employees and for Participants who are Highly
          Compensated Employees.  In the event of repeal of the family
          aggregation rules under Code Section 414(q)(6), all applications of
          such rules under this Plan will cease as of the effective date of such
          repeal.
     
     (d)  For purposes of determining the ADP test, Elective Deferrals,
          Qualified Non-Elective Contributions and Qualified Matching
          Contributions must be made before the last day of the twelve-month
          period immediately following the Plan Year to which contributions
          relate.
     
     (e)  The Employer shall maintain records sufficient to demonstrate
          satisfaction of the ADP test and the amount of Qualified Non-Elective
          Contributions or Qualified Matching Contributions, or both, used in
          such test.
     
     (f)  The determination and treatment of the Actual Deferral Percentage
          amounts of any Participant shall satisfy such other requirements as
          may be prescribed by the Secretary of the Treasury.

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

     (a)  Basic Test - The Average Contribution Percentage for Participants
          who are Highly Compensated Employees for the Plan Year shall not
          exceed the Average Contribution Percentage for Participants who
          are non-Highly Compensated Employees for the same Plan Year
          multiplied by 1.25; or
     
     (b)  Alternative Test - The Average Contribution Percentage for
          Participants who are Highly Compensated Employees for the Plan
          Year shall not exceed the Average Contribution Percentage for
          Participants who are non-Highly Compensated Employees for the
          same Plan Year multiplied by two (2), provided that the Average
          Contribution Percentage for Participants who are Highly
          Compensated Employees does not exceed the Average Contribution
          Percentage for Participants who are non-Highly Compensated
          Employees by more than two (2) percentage points.
     
10.10     Special Rules Relating To Application Of ACP Test
     
     (a)  If one or more Highly Compensated Employees participate in both a
          cash or deferred arrangement and a plan subject to the ACP test
          maintained by the Employer and the sum of the ADP and ACP of
          those Highly Compensated Employees subject to either or both
          tests exceeds the Aggregate Limit, then the ADP or ACP of those
          Highly Compensated Employees who also participate in a cash or
          deferred arrangement will be reduced (beginning with such Highly
          Compensated Employee whose ADP or ACP is the highest) as set
          forth in the Adoption Agreement so that the limit is not
          exceeded.  The amount by which each Highly Compensated Employee's
          Contribution Percentage Amount is reduced shall be treated as an
          Excess Aggregate Contribution.  The ADP and ACP of the Highly
          Compensated Employees are determined after any corrections
          required to meet the ADP and ACP tests.  Multiple use does not
          occur if both the ADP and ACP of the Highly Compensated Employees
          does not exceed 1.25 multiplied by the ADP and ACP of the non-
          Highly Compensated Employees.

     (b)  For purposes of this Article, the Contribution Percentage for any
          Participant who is a Highly Compensated Employee and who is
          eligible to have Contribution Percentage Amounts allocated to his
          or her account under two or more plans described in Code Section
          401(a) or arrangements described in Code Section 401(k) that are
          maintained by the Employer, shall be determined as if the total
          of such Contribution Percentage Amounts was made under each plan.
          If a Highly Compensated Employee participates in two or more cash
          or deferred arrangements that have different plan years, all cash
          or deferred arrangements ending with or within the same calendar
          year shall be treated as a single arrangement.  Notwithstanding
          the foregoing, certain plans shall be treated as separate if
          mandatorily disaggregated under regulations under Code Section
          401(k).
     
     (c)  In the event that this Plan satisfies the requirements of Code
          Sections 401(a)(4), 401(m), or 410(b) only if aggregated with one
          or more other plans, or if one or more other plans satisfy the
          requirements of such Code Sections only if aggregated with this
          Plan, then this Section shall be applied by determining the
          Contribution Percentage of Employees as if all such plans were a
          single plan.  For plan years beginning after 1989, plans may be
          aggregated in order to satisfy Code Section 401(m) only if the
          aggregated plans have the same Plan Year.
     
    (d)  For purposes of determining the Contribution percentage of a
          Participant who is a five-percent owner or one of the ten most
          highly-paid Highly Compensated Employees, the Contribution
          Percentage Amounts and Compensation of such Participant shall
          include the Contribution Percentage Amounts and Compensation for
          the Plan Year of Family Members as defined in Paragraph 1.37 of
          this Plan.  Family Members, with respect to Highly Compensated
          Employees, shall be disregarded as separate Employees in
          determining the Contribution Percentage both for Participants who
          are non-Highly Compensated Employees and for Participants who are
          Highly Compensated Employees.  In the event of repeal of the
          family aggregation rules under Code Section 414(q)(6),  all
          applications of such rules under this Plan will cease as of the
          effective date of such repeal.
     
     (e)  For purposes of determining the Contribution Percentage test,
          Employee Contributions are considered to have been made in the
          Plan Year in which contributed to the trust. Matching
          Contributions and Qualified Non-Elective Contributions will be
          considered made for a Plan Year if made no later than the end of
          the twelve-month period beginning on the day after the close of
          the Plan Year.

     (f)  The Employer shall maintain records sufficient to demonstrate
          satisfaction of the ACP test and the amount of Qualified Non-
          Elective Contributions or Qualified Matching Contributions, or
          both, used in such test.

     (g)  The determination and treatment of the Contribution Percentage of
          any Participant shall satisfy such other requirements as may be
          prescribed by the Secretary of the Treasury.
     
     (h)  Qualified Matching Contributions and Qualified Non-Elective
          Contributions used to satisfy the ADP test may not be used to
          satisfy the ACP test.
                                     
                                ARTICLE XI
                                     
                              ADMINISTRATION

11.1 Plan Administrator  The Employer shall be the named fiduciary and Plan
Administrator. The Plan Administrator's duties shall include  but  are  not
limited to:

     (a)  appointing the Plan's attorney, accountant, actuary, or  any
          other party needed to administer the Plan,
     
     (b)  directing  the  Trustee  or  Recordkeeper  with  respect  to
          payments from the Fund,
     
     (c)  communicating  with Employees regarding their  participation
          and benefits under the Plan, including the administration of
          all claims procedures,
     
     (d)  filing any returns and reports with the Internal Revenue Ser
          vice, Department of Labor, or any other governmental agency,
     
     (e)  reviewing and approving any financial reports, investment re
          views,  or other reports prepared by any party appointed  by
          the Employer under paragraph (a),

     (f)  ensuring that any and all Plan loans are in compliance  with
          all  requirements of law, including but not limited to,  the
          requirements   of  the  Internal  Revenue   Code   and   the
          regulations thereunder and the regulations of the Department
          of Labor,

     (g)  obtaining  a legal determination of the qualified status  of
          all  Qualified Domestic Relations Orders and complying  with
          all  requirements  of  the  law  with  regard  thereto,   in
          accordance with paragraph 12.5,

     (h)  establishing  a  funding  policy and  investment  objectives
          consistent  with the purposes of the Plan and  the  Employee
          Retirement Income Security Act of 1974, and
     
     (i)  construing    and   resolving   any   question    of    Plan
          interpretation.  The Plan Administrator's interpretation  of
          Plan provisions including eligibility and benefits under the
          Plan  is  final, and unless it can be shown to be  arbitrary
          and capricious will not be subject to "de novo" review.

11.2  Trustee   The  Trustee shall be responsible for  the  safekeeping  of
investments  held  in the Fund and shall act solely as a directed  Trustee.
The Trustee's duties shall include:

     (a)  receiving contributions under the terms of the Plan,
     
     (b)  making  distributions  from  the  Fund  in  accordance  with
          written    instructions   received   from   an    authorized
          representative of the Employer, including any  Recordkeeper,
          and
     
     (c)  filing  with  the Employer, within 90 days after  each  Plan
          Year, and within 90 days after its removal or resignation as
          Trustee, an accounting of its safekeeping of the Fund during
          such year or from the end of the preceding Plan Year to  the
          date  of  removal  or  resignation.  Such  accounting  shall
          include a statement of cash receipts and disbursements since
          the  date of its last accounting and shall contain an  asset
          list  showing the fair market value of investments  held  in
          the  Fund  as  of the end of the Plan Year.   The  value  of
          marketable  investments shall be determined using  the  most
          recent  price  quoted on a national securities  exchange  or
          over  the  counter  market.   The  value  of  non-marketable
          investments shall be determined in the sole judgement of the
          Trustee,   which   determination  shall   be   binding   and
          conclusive.   The  value  of investments  in  securities  or
          obligations  of  the Employer in which there  is  no  market
          shall  be  determined in the sole judgement of the Employer,
          and the Trustee shall have no responsibility with respect to
          the valuation of such assets.  The Employer shall review the
          Trust accounting and notify the Trustee in the event of  its
          disapproval  of  the  report within 90 days,  providing  the
          Trustee with a written description of the items in question.
          Upon  expiration  of  90  days after furnishing  such  Trust
          accounting  to  the Employer, the Trustee shall  be  forever
          released    and   discharged   from   all   liability    and
          accountability to anyone with respect to its acts,  actions,
          duties,  obligations  or responsibilities  as  shown  in  or
          reflected by such statement, except with respect to any such
          acts  or  transactions as to which the Employer  shall  have
          filed written objections with the Trustee within such 90-day
          period.   The  Trustee  shall have 60 days  to  provide  the
          Employer  with  a  written  explanation  of  the  items   in
          question.   If the Employer again disapproves,  the  Trustee
          shall   file   its  accounting  in  a  court  of   competent
          jurisdiction for audit and adjudication.
     
     (d)  employing  such agents, attorneys or other professionals  as
          the   Trustee  may  deem  necessary  or  advisable  in   the
          performance of its duties.

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

11.3  Recordkeeper  The Recordkeeper shall be responsible  for  maintaining
Plan  administrative records.  The Recordkeeper's duties shall include  but
are not limited to:

     (a)  transmitting  Employer directives, as agent of the  Employer,  to
          the Trustee,

     (b)  keeping  accurate  records reflecting the administration  of  the
          Fund,

     (c)  making  such  records available to the Employer  for  review  and
          audit,

     (d)  accounting of any loans made to Participants, and

     (e)  any   and  all  duties  agreed  upon  between  the  Employer  and
          Recordkeeper.

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

11.5 Division Of Duties And Indemnification

     (a)  The  Trustee shall have no authority except pursuant to  the
          Employer's direction or that of any authorized agent of  the
          Employer.
     
     (b)  The Trustee shall not be liable for the making, retention or
          sale  of  any  investment or reinvestment  made  by  it,  as
          herein  provided, or for any loss to, or diminution  of  the
          Fund, or for any other loss or damage which may result  from
          the  discharge of its duties hereunder except to the  extent
          it  is judicially determined that the Trustee has failed  to
          exercise  the care, skill, prudence and diligence under  the
          circumstances  then prevailing that a prudent person  acting
          in  a like capacity and familiar with such matters would use
          in  the  conduct  of an enterprise of a like character  with
          like aims.
     
     (c)  The  Employer warrants that all directions issued by  it  to
          the  Trustee or the Recordkeeper will be in accordance  with
          the terms of the Plan and not contrary to the provisions  of
          the  Employee  Retirement Income Security Act  of  1974  and
          regulations issued thereunder.
     
     (d)  Neither the Trustee nor the Recordkeeper shall be answerable
          for  any  action  taken pursuant to any direction,  consent,
          certificate, or other paper or document on the  belief  that
          the  same  is genuine and signed by the proper person.   All
          directions  by  the  Employer,  Participant,  or  the   Plan
          Administrator  shall  be  in writing.   The  Employer  shall
          deliver to the Trustee or Recordkeeper, if any, certificates
          evidencing the  individual or individuals authorized to  act
          as  set  forth in the Adoption Agreement or as the  Employer
          may subsequently inform the Trustee or Recordkeeper, if any,
          in writing and shall deliver to the Trustee or Recordkeeper,
          if any, specimens of their signatures.

     (e)  The   duties  and  obligations  of  the  Trustee   and   the
          Recordkeeper  shall  be limited to those  expressly  imposed
          upon  it  by  this instrument or otherwise  agreed  upon  in
          writing.   Responsibility for administrative duties required
          under the Plan or applicable law not expressly imposed  upon
          or agreed to by the Trustee and the Recordkeeper, shall rest
          solely with the Employer.
     
     (f)  The  Trustee shall be indemnified and saved harmless by  the
          Employer from and against any and all liability to which the
          Trustee  may be subjected, including all expenses reasonably
          incurred  in  its defense for any action or failure  to  act
          resulting  from  compliance with  the  instructions  of  the
          Employer, the employees or agents of the Employer, the  Plan
          Administrator, the Recordkeeper, or any other  fiduciary  to
          the Plan, and for any liability arising from the actions  or
          non-actions of any predecessor Trustee or fiduciary or other
          fiduciaries of the Plan.
     
     (g)  Neither   the   Trustee  nor  the  Recordkeeper   shall   be
          responsible  in any way for the application of any  payments
          it  is  directed to make or for the adequacy of the Fund  to
          meet and discharge any and all liabilities under the Plan.

                                ARTICLE XII
                                     
                                TRUST FUND

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

12.2  Control  Of Plan Assets  The assets of the Fund or  evidence  of
ownership shall be held by the Trustee under the terms of the Plan and
Trust.   If  the  assets  represent amounts transferred  from  another
trustee under a former plan, the Trustee named hereunder shall not  be
responsible  for  any  actions of the prior fiduciary,  including  the
review of the propriety of any investment under the former plan.   Any
such review is to be the responsibility of the Employer.

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

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

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

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

The Order shall not be deemed a QDRO if it requires the Plan to provide:
     
     (e)  any  type  or  form  of benefit, or any option  not  already
          provided for in the Plan,
     
     (f)  increased   benefits,  or  benefits   in   excess   of   the
          Participant's vested rights,
     
     (g)  payment  of  a  benefit earlier than allowed by  the  Plan's
          earliest  retirement provisions or in the case of a  profit-
          sharing  plan,  prior  to  the  allowability  of  in-service
          withdrawals, or
     
     (h)  payment of benefits to an alternate payee which are required
          to be paid to another alternate payee under another QDRO.
     
Promptly,  upon receipt of an Order which may or may not be qualified,  the
Plan  Administrator shall notify the Participant and any alternate payee(s)
named  in  the Order of such receipt, and include a copy of this  paragraph
12.5.  The Plan Administrator shall then obtain a legal determination as to
whether  or  not the Order is in fact qualified as defined in Code  Section
414(p).  Within a reasonable time after receipt of the Order, not to exceed
60 days, a legal determination shall be made as to its qualified status and
the  Participant and any alternate payee(s) shall be promptly  notified  in
writing of the determination.

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

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

                               ARTICLE XIII
                                     
                                INVESTMENTS

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

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

13.2 Funding Arrangement  The Employer shall appoint Capital Guardian Trust
Company  to  serve as  Trustee of the Fund.  The Fund shall be invested  in
any  of  the  alternatives available to the Trustee  under  paragraph  13.3
herein.

13.3  Investment  Alternatives Of The Trustee   The  Trustee  shall  invest
assets  in accordance with the Employer's investment instructions  and  the
Employee  Retirement Income Security Act of 1974.  In  addition  to  powers
given by law, the Trustee may:

     (a)  invest  the  Fund in any form of property, including  common
          and  preferred stocks, exchange traded put and call options,
          bonds,  money  market instruments, mutual  funds  (including
          funds  for which the Trustee or any of its affiliates  serve
          as  investment advisor),  savings accounts, certificates  of
          deposit,  Treasury  bills,  insurance  policies  and   group
          annuity  or other contracts, or in any other property,  real
          or  personal,  having  a ready market  including  securities
          issued  by  the  Trustee and/or affiliates of  the  Trustee;
          provided,   however,  that  the  Trustee  must  consent   to
          investments  other  than mutual funds or insurance  policies
          and  contracts  issued  by  an  insurer  acceptable  to  the
          Trustee.  The Trustee may invest in its own deposits and, if
          applicable,  those  of affiliates, which bear  a  reasonable
          interest  rate.   No  portion  of  any  Qualified  Voluntary
          Contribution,  or the earnings thereon, may be  invested  in
          life  insurance  contracts or, as  with  any  Participant-di
          rected    investment,   in   tangible   personal    property
          characterized by the IRS as a collectible,
     
     (b)  invest any assets of the Fund in a group or collective trust
          established  to  permit the pooling  of  funds  of  separate
          pension  and  profit-sharing trusts, provided  the  Internal
          Revenue Service has ruled such group or collective trust  to
          be qualified under Code Section 401(a) and exempt under Code
          Section 501(a) (or the applicable corresponding provision of
          any  other  Revenue Act) or to any other common, collective,
          or  commingled trust fund which has been or may hereafter be
          established and maintained by the Trustee and/or  affiliates
          of the Trustee.  Such commingling of assets of the Fund with
          assets of other qualified trusts is specifically authorized,
          and  to  the extent of the investment of the Fund in such  a
          group  or  collective  trust, the terms  of  the  instrument
          establishing the group or collective trust shall be  a  part
          hereof as though set forth herein,
     
     (c)  invest  up  to  100%  of  the  Fund  in  the  common   stock
          (Qualifying Employer Securities), debt obligations,  or  any
          other security issued by the Employer or by an affiliate  of
          the  Employer within the limitations provided under Sections
          406, 407, and 408 of the Employee Retirement Income Security
          Act  of 1974 and further provided that such investment  does
          not  constitute a prohibited transaction under Code  Section
          4975.  Any such investment in Employer securities shall only
          be  made upon written direction of the Employer who shall be
          solely responsible for propriety of such investment,
     
     (d)  hold  cash  uninvested and deposit same with any banking  or
          savings institution, including its own banking department or
          the banking department of an affiliate,
     
     (e)  join  in  or  oppose  the reorganization,  recapitalization,
          consolidation, sale or merger of corporations or properties,
          including  those in which it is interested as Trustee,  upon
          such terms as it deems wise,
     
     (f)  hold investments in nominee or bearer form,
     
     (g)  vote  proxies  and,  if appropriate, pass  them  on  to  any
          investment manager which may have directed the investment in
          the  equity giving rise to the proxy;  however, with  regard
          to  registered  investment  company  shares  advised  by  an
          affiliate of the Trustee, deliver to the Employer,  and  the
          Employer will in turn deliver to the Participants, copies of
          any  notices of shareholder meetings, prospectuses,  proxies
          and proxy information and such shareholder reports which are
          received  by  the  Trustee with respect to  such  investment
          company  shares.   The Trustee shall not vote  any  of  such
          shares except in accordance with the written instructions of
          the Employer.
     
     (h)  exercise all ownership rights with respect to assets held in
          the Fund.
     
13.4 Participant Loans  If agreed upon by the Trustee and permitted by
the Employer in the Adoption Agreement, a Participant may make applica
tion  to  the Employer requesting a loan from the Fund.  The  Employer
shall  have  the  sole  right  and  responsibility  of  approving   or
disapproving Participant applications.  Loans shall be made  available
to  all Participants on a reasonably equivalent basis. Loans shall not
be  made available to Highly Compensated Employees [as defined in Code
Section  414(q)] in an  amount greater than the amount made  available
to  other  Employees.  Any loan granted under the Plan shall  be  made
subject to the following rules:

     (a)  no  loan,  when aggregated with any outstanding  Participant
          loan(s),  shall exceed the lesser of (i) $50,000 reduced  by
          the  excess, if any, of the highest outstanding  balance  of
          loans  during the one year period ending on the  day  before
          the loan is made, over the outstanding balance of loans from
          the  Plan  on the date the loan is made or (ii) one-half  of
          the  fair  market  value of a Participant's  vested  account
          balance  built  up  from  Employer contributions,  Voluntary
          Contributions, and Rollover Contributions.  For the  purpose
          of  the  above limitation, all loans from all plans  of  the
          Employer and other members of a group of employers described
          in  Code Sections 414(b), 414(c), and 414(m) are aggregated.
          An  assignment or pledge of any portion of the Participant's
          interest  in the Plan will be treated as a loan  under  this
          paragraph.
     
     (b)  all  applications  must  be made on forms  provided  by  the
          Employer and must be signed by the Participant.
     
     (c)  any  loan  shall bear interest at a rate reasonable  at  the
          time of application, considering the purpose of the loan and
          the rate being charged by representative commercial banks in
          the  local area for a similar loan unless the Employer  sets
          forth a different method for determining loan interest rates
          in  its  loan  procedures.  The loan  agreement  shall  also
          provide  that  the  payment  of principal  and  interest  be
          amortized in level payments not less than quarterly.
     
     (d)  the term of such loan shall not exceed five years except  in
          the  case of a loan for the purpose of acquiring any  house,
          apartment,  condominium,  or mobile  home  (not  used  on  a
          transient  basis) which is used or is to be  used  within  a
          reasonable   time   as  the  principal  residence   of   the
          Participant.   The term of such loan shall be determined  by
          the  Employer  considering  the  maturity  dates  quoted  by
          representative  commercial banks in the  local  area  for  a
          similar loan.
     
     (e)  the  principal and interest paid by a Participant on his  or
          her loan shall be credited to the Fund in the same manner as
          for  any  other  Plan  investment.   Loans  are  treated  as
          segregated investments of the individual Participants.  This
          provision  is not available if its election will  result  in
          discrimination in operation of the Plan.
     
     (f)  if  a  Participant's  loan application is  approved  by  the
          Employer, such Participant shall be required to sign a note,
          loan agreement, and assignment of 50% of his or her interest
          in  the  Fund  as collateral for the loan.  The Participant,
          except  in the case of a profit-sharing plan satisfying  the
          requirements  of paragraph 8.7, must obtain the  consent  of
          his  or  her Spouse, if any, within the 90-day period before
          the  time his or her account balance is used as security for
          the  loan.  A new consent is required if the account balance
          is  used for any renegotiation, extension, renewal or  other
          revision  of the loan, including an increase in  the  amount
          thereof.  The consent must be written, must acknowledge  the
          effect  of  the  loan,  and must  be  witnessed  by  a  Plan
          representative  or  notary  public.   Such   consent   shall
          subsequently  be  binding  with respect  to  the  consenting
          Spouse or any subsequent Spouse.
     
     (g)  if  a valid Spousal consent has been obtained, then, notwith
          standing  any other provision of this Plan, the  portion  of
          the  Participant's Vested Account Balance used as a security
          interest held by the Plan by reason of a loan outstanding to
          the Participant shall be taken into account for purposes  of
          determining the amount of the account balance payable at the
          time of death or distribution, but only if the reduction  is
          used  as  repayment of the loan.  If less than 100%  of  the
          Participant's  Vested  Account Balance  (determined  without
          regard  to  the  preceding  sentence)  is  payable  to   the
          Surviving Spouse, then the account balance shall be adjusted
          by  first reducing the Vested Account Balance by the  amount
          of  the  security used as repayment of the  loan,  and  then
          determining the benefit payable to the Surviving Spouse.
     
     (h)  a  Participant's  loan  shall  immediately  become  due  and
          payable  if such Participant terminates employment  for  any
          reason  or fails to make a principal and/or interest payment
          as  provided  in  the loan agreement.  If  such  Participant
          terminates   employment,  the  Employer  shall   immediately
          request  payment of principal and interest on the loan.   If
          the  Participant refuses payment following termination,  the
          Employer  shall  reduce  the  Participant's  Vested  Account
          Balance  by the remaining principal and interest on  his  or
          her  loan.   If the Participant's Vested Account Balance  is
          less  than the amount due, the Employer shall take  whatever
          steps are necessary to collect the balance due directly from
          the   Participant.    However,   no   foreclosure   on   the
          Participant's   note  or  attachment  of  the  Participant's
          account  balance  will  occur until  a  distributable  event
          occurs in the Plan.
     
     (i)  no loans will be made to Owner-Employees (as defined in para
          graph   1.52)  or  Shareholder-Employees  (as   defined   in
          paragraph  1.76), unless the Employer obtains  a  prohibited
          transaction exemption from the Department of Labor.

13.5  Employer  Investment Direction  If elected by  the  Employer  in  the
Adoption Agreement, the Employer, or the Recordkeeper shall have the  right
to  direct  the  Trustee with respect to investments of the  Fund  or,  the
Employer  may  appoint an investment manager (registered as  an  investment
advisor  under the Investment Advisors Act of 1940) to direct  investments.
Such  investments  shall  be restricted to investments  acceptable  to  the
Trustee.   The  Employer may purchase and sell interests  in  a  registered
investment company (i.e., mutual funds) for which the Sponsor, its  parent,
affiliates,  or successors, may serve as investment advisor and  for  which
the  Sponsor  receives compensation from the registered investment  company
for  its  services  as investment advisor.  The Employer shall  advise  the
Trustee  in  writing regarding the retention of investment  powers  or  the
appointment of an investment manager.  Any investment directive under  this
Plan shall be made in writing by the Employer or investment manager, as the
case  may  be.   Such instructions regarding the delegation  of  investment
responsibility shall remain in force until revoked or amended  in  writing.
The  Trustee  shall not be responsible for the propriety of any  investment
made  at  the  direction of the Employer or Recordkeeper and shall  not  be
required  to  consult with or advise the Employer regarding the  investment
quality  of  any  directed investment held hereunder.  If the  Employer  or
Recordkeeper does not issue investment directions, the Trustee shall invest
the  assets in cash, cash-equivalents or a money market mutual fund advised
by an affiliate of the Trustee until the Employer designates an investment.
While  the Employer may direct the Trustee or Recordkeeper with respect  to
Plan investments, the Employer may not:

     (a)  borrow from the Fund or pledge any of the assets of the Fund
          as security for a loan,
     
     (b)  buy  property or assets from or sell property or  assets  to
          the Fund,
     
     (c)  charge any fee for services rendered to the Fund, or
     
     (d)  receive any services from the Fund on a preferential basis.

13.6  Employee  Investment Direction  If elected by  the  Employer  in  the
Adoption  Agreement, Participants shall be given the option to  direct  the
investment  of  their  personal  contributions  and  their  share  of   the
Employer's  contribution among alternative investment funds established  as
part  of  the  overall Fund.  Such investment funds shall be restricted  to
funds  acceptable  to  the Trustee.  If investments outside  the  Trustee's
control  are allowed, Participants may not direct that investments be  made
in  collectibles.  In this connection, a Participant's right to direct  the
investment of any contribution shall apply only to selection of the desired
fund.  The following rules shall apply to the administration of such funds.

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

     (b)  A Participant may change his or her election with respect to
          future  contributions by filing a new investment designation
          form  with  the  Employer in accordance with the  procedures
          established by the Plan Administrator.
     
     (c)  A  Participant may elect to transfer all or part of  his  or
          her balance from one investment fund to another by filing an
          investment  designation form with the Employer in accordance
          with the procedures established by the Plan Administrator.
     
     (d)  The   Employer   shall  be  responsible,  when  transmitting
          Employee  and  Employer contributions, to  show  the  dollar
          amount  to  be  credited to each investment  fund  for  each
          Employee.
     
     (e)  Except  as  otherwise  provided in  the  Plan,  neither  the
          Trustee, the Employer, the Recordkeeper nor any fiduciary of
          the Plan shall be liable to the Participant or any of his or
          her  beneficiaries for any loss resulting from action  taken
          at the direction of the Participant.

13.7   Appointment   of   Additional   Trustee   And   Allocation   Of
Responsibilities Thereto  If the Employer selects Qualifying  Employer
Securities or other specific investments for which the Trustee is  not
serving  as  trustee, as an investment of the Plan, then an additional
trustee will be appointed by the Employer to serve as trustee  of  the
Qualifying Employer Securities or other specific investments.  In  the
event that an additional trustee is appointed for the Plan to serve as
the  trustee  of  Qualifying  Employer Securities  or  other  specific
investments  which  are  permitted by the Plan,  but  for  which  this
Trustee  is  not  serving  as  trustee, this  Trustee  shall  have  no
responsibilities to these assets other than as set forth herein.   The
duties of the Trustee shall be limited to the assets held in the  Fund
and  the  Trustee shall have no duties with respect to assets held  by
any  other person including, without limitation, any other trustee for
the  Plan.   Inversely, any other trustee of the Plan  shall  have  no
duties with respect to assets held in the Fund by the Trustee.

                                ARTICLE XIV
                                     
                           TOP-HEAVY PROVISIONS

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

14.2 Minimum Contribution  Notwithstanding any other provision in  the
Employer's  Plan, for any Plan Year in which the Plan is Top-Heavy  or
Super  Top-Heavy, the aggregate Employer contributions and forfeitures
allocated  on behalf of any Participant (without regard to any  Social
Security   contribution)  under  this  Plan  and  any  other   Defined
Contribution Plan of the Employer shall be lesser of three-percent  of
such  Participant's Compensation or the largest percentage of Employer
contributions  and  forfeitures, as a percentage of the  Participant's
Compensation  as imposed by Code Section 401(a)(17) and,  as  adjusted
under  Code  Section  415(d),   of the  Key  Employee's  Compensation,
allocated on behalf of any Key Employee for that year.

Each  Participant who is employed by the Employer on the last  day  of
the  Plan  Year  shall  be entitled to receive an  allocation  of  the
Employer's  minimum  contribution for such  Plan  Year.   The  minimum
allocation  applies  even  though  under  other  Plan  provisions  the
Participant  would not otherwise be entitled to receive an allocation,
or  would  have received a lesser allocation for the year because  the
Participant  fails to make Mandatory Contributions to  the  Plan,  the
Participant's  Compensation  is less than  a  stated  amount,  or  the
Participant  fails to complete 1,000 Hours of Service (or such  lesser
number  as  may be required in Section 3(k)(ii) of Adoption  Agreement
#002)  during the Plan Year.  A Paired profit-sharing plan  designated
to provide the minimum Top-Heavy contribution must do so regardless of
profits.   An  Employer  may make the minimum  Top-Heavy  contribution
available to all Participants or just non-Key Employees.

For  purposes of computing the minimum allocation, Compensation  shall
mean Compensation as defined in the second paragraph of paragraph 1.13
of the Plan.

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

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

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

14.4  Limitations On Allocations  In any Plan Year in which  the  Top-
Heavy Ratio exceeds 90% (i.e., the Plan becomes Super Top-Heavy),  the
denominators of the Defined Benefit Fraction (as defined in  paragraph
1.17) and Defined Contribution Fraction (as defined in paragraph 1.20)
shall be computed using 100% of the dollar limitation instead of 125%.
                                     
                                     
                                ARTICLE XV
                                     
                         AMENDMENT AND TERMINATION

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

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

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

 because of the required aggregation of multiple plans.

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

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

15.3  Termination  Employers shall have the right to terminate their  Plans
upon  60 days notice in writing to the Trustee.  If the Plan is terminated,
partially  terminated,  or  if  there  is  a  complete  discontinuance   of
contributions  under a profit-sharing plan maintained by the Employer,  all
amounts  credited  to the accounts of Participants shall  vest  and  become
nonforfeitable.  In the event of a partial termination, only those who  are
affected  by such partial termination shall be fully vested.  In the  event
of  termination, the Employer or Recordkeeper shall direct the Trustee with
respect to the distribution of accounts.  The Trustee shall dispose of  the
Fund in accordance with the written directions of the Plan Administrator or
Recordkeeper,  provided  that  no liquidation  of  assets  and  payment  of
benefits,  (or provision therefor), shall actually be made by  the  Trustee
until  after it is established by the Employer in a manner satisfactory  to
the  Trustee,  that the applicable requirements, if any,  of  the  Employee
Retirement  Income  Security  Act of 1974 and  the  Internal  Revenue  Code
governing  the  termination of employee  benefit plans, have  been  or  are
being,   complied  with,  or  that  appropriate  authorizations,   waivers,
exemptions, or variances have been, or are being obtained.

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

15.5 Mergers And Consolidations

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

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

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

                                ARTICLE XVI
                                     
                    ELAPSED TIME RULES AND DEFINITIONS

16.1  Application   If the Adoption Agreement specifies  the  Elapsed  Time
method  of determining Service, the rules and definitions provided in  this
Article XVI shall supersede the corresponding provisions of the Plan to the
extent provided herein.

16.2  Hour Of Service  In lieu of the provisions of paragraph 1.43(a),  (b)
and  (c),  an  Hour of Service shall mean an hour for which an Employee  is
paid or entitled to payment for the performance of duties for the Employer.

16.3  Service Or Period Of Service  In lieu of the provisions of  paragraph
1.75,  Service shall mean the aggregate of all years and fractions of years
of  an Employee's employment by the Employer.  Fractions of a year shall be
expressed  in  terms of days.  A Period of Service shall  mean  the  period
beginning  on  the  date on which the Employee first performs  an  Hour  of
Service upon employment or reemployment, and ending on the date on which  a
Period  of  Severance begins.  A Period of Service shall also  include  any
Periods of Severance of less than 12 consecutive months.

16.4  Year Of Service  In lieu of the provisions of paragraph 1.92, a  Year
of  Service  shall mean a Period of Service of 12 months,  whether  or  not
consecutive.

16.5  Period  Of Severance  A Period of Severance shall mean  a  continuous
period during which the Employee is not employed by the Employer.  A Period
of Severance shall begin on the earlier of:

     (a)  the  date  on  which  the Employee retires,  dies,  quits  or  is
          discharged, or

     (b)  the  first 12-month anniversary of the date on which the Employee
          is   first   absent  from  employment  for  reasons  other   than
          retirement, death, quit or discharge;

provided,  however,  that in the case of an Employee  who  is  absent  from
employment  beyond  the first 12-month anniversary  of  the  first  day  of
absence by reason of Parental Leave, the Period of Severance shall begin on
the  second  12-month anniversary of the date of such absence.  The  period
between  the  first and second 12-month anniversaries of the first  day  of
absence  from employment shall be neither a Period of Service nor a  Period
of Severance.

A  Period  of  Severance shall end on the date on which the Employee  again
performs an Hour of Service.

16.6 Break In Service  In lieu of the provisions of paragraph 1.11, a Break
in Service shall mean a Period of Severance of 12 consecutive months.

16.7  Parental  Leave  For purposes of paragraph 16.5 and in  lieu  of  the
provisions  of  paragraph 1.43(e), Parental Leave  shall  mean  any  period
during which an individual is absent from employment,

     (a)  by reason of the pregnancy of the individual,

     (b)  by reason of the birth of a child of the individual,

     (c)  by  reason  of  placement  of  a child  with  the  individual  in
          connection with the adoption of such child by the individual, or

     (d)  for  purposes  of  caring for such child for a  period  beginning
          immediately following the birth or placement.

An  absence  from  employment  shall not be a  Parental  Leave  unless  the
Employee  furnishes to the Employer such timely information as the Employer
may reasonably require in order to establish that the nature and period  of
absence  from  employment  meet the requirements  of  this  pargraph  16.7.
Nothing  contained in this Article XVI shall be construed to  establish  an
Employer  leave policy or treat a Parental Leave as an authorized leave  of
absence.

16.8  Computation Period  In lieu of the provisions of paragraphs  2.3  and
9.3, Years of Service and Breaks in Service shall be determined as provided
below:

     (a)  all  Periods  of Serivce shall be aggregated so that  a  Year  of
          Service  shall  be  completed as of the date  that  the  Employee
          completes 12 months of Service (30 days shall be considered to be
          one month in the case of aggregation of fractional months), and

     (b)  all  Breaks  in  Service shall be determined in  accordance  with
          paragraph 16.6.

16.9  Allocationg  Employer Contributions  In lieu  of  the  provisions  of
paragraph   5.3,  the  Employer's  contribution  shall  be   allocated   to
Participants  in  accordance with the allocation formula  selected  by  the
Employer  in  the  Adoption  Agreement and  the  minimum  contribution  and
allocation requirements for Top-Heavy Plans;  provided, however, that  each
Participant shall share in Employer contributions for the period  beginning
on  the  date on which the Participant begins participation under the  Plan
and ending on the earlier of:

     (a)  the  date  on  which the Participant severs employment  with  the
          Employer, or

     (b)  the  date  on which the Participant is no longer a member  of  an
          eligible class of Employees.

                               ARTICLE XVII
                                     
                               GOVERNING LAW

Construction, validity and administration of the Prototype Plan and  Trust,
and  any Employer Plan and Trust as embodied in the Prototype document  and
accompanying Adoption Agreement, shall be governed by Federal  law  to  the
extent applicable and to the extent not applicable by the laws of the State
in which the principal office of the Sponsor is located.

                                   Exhibit 4(c)(i)

                      NONSTANDARDIZED
                     ADOPTION AGREEMENT
         PROTOTYPE CASH OR DEFERRED PROFIT-SHARING
                       PLAN AND TRUST
                        Sponsored by
             AMERICAN FUNDS DISTRIBUTORS, INC.

The  Employer  named  below hereby establishes a Cash or  Deferred  Profit-
Sharing  Plan for eligible Employees as provided in this Adoption Agreement
and the accompanying Basic Prototype Plan and Trust/Basic Plan Document #03
(the  "Plan").   If  multiple  Employers are adopting  the  Plan,  complete
Section 1 based on the lead Employer.  Additional Employers may adopt  this
Plan  by  attaching executed signature pages to the back of the  Employer's
Adoption Agreement.

1. EMPLOYER INFORMATION

   EMPLOYER'S NAME:

   Newcor, Inc.
   ADDRESS:

   1825 S. Woodward, Suite 240
   Bloomfield Hills, MI  48302
   
   PRINCIPAL ADDRESS (if different):
   
   TELEPHONE NUMBER:        810-253-2405
   TAX ID NUMBER:                38-0865770

   EMPLOYER'S FISCAL YEAR:  10/31

   FORM OF BUSINESS:

   [  ] Sole Proprietor

   [  ] Partnership

   [  ] "S" Corporation

   [ X] Corporation

   [  ] Other:

   MEMBER OF:

   [ ]  Controlled Group

   [  ] Affiliated Service Group

   [  ] Group of trade or businesses under common control
                       
   DATE OF INCORPORATION:
                            
   June 3, 1933

   NAME OF PLAN:
   
   Newcor Savings Plan

   THREE DIGIT PLAN NUMBER
   FOR ANNUAL RETURN/REPORT:  006

2. EFFECTIVE DATE

   2.(a)     This is a new Plan having an effective date of         .

   2.(b)     This is an amended Plan.

        The effective date of the original Plan was May 1, 1985.

        The effective date of the amended Plan is April 1, 1996.

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

3. DEFINITIONS

   3.(a)     "Allocation Date(s)"  Allocations to Participant Accounts will
        be done in accordance with Article V of the Plan:

        [  ] (i)  daily.              [  ] (iv) semi-annually.
        [X ] (ii) monthly.       [  ] (v)  annually.
        [  ] (iii)     quarterly.

   3.(b)      "Compensation"  Compensation shall be determined on the basis
        of the:

        [X ] (i)  Plan Year.

        [  ] (ii) Employer's taxable year.

        [  ] (iii)     calendar year.

        Compensation   [X   ]  shall  [   ]  shall  not  include   Employer
        contributions made pursuant to a Salary Savings Agreement, for this
        Plan  or  any  other plan, which are not includable  in  the  gross
        income  of the Employee for the reasons indicated in the definition
        of Compensation at 1.13 of the Plan.

        Compensation  [X ] shall [  ] shall not be limited to  Compensation
        earned  while  a  Participant in the Plan.   "Shall"  may  only  be
        elected if Plan Year is chosen as the computation period at 3(b).

        Compensation shall be determined on the basis of the following safe-
        harbor   definition  of  Compensation  in  IRS  Regulation  Section
        1.414(s)-1(c):

        [X ]      (iv)  Code Section 3401(a) - W-2 income subject to income
                  tax witholding.

        [  ]      (v)   Code Section 415 - W-2 income, share of profits and
                  other taxable income.

        For  purposes  of  the Plan, Compensation shall  be  limited  to  $
        ,  the  maximum amount which will be considered for Plan  purposes.
        [If   an  amount  is  specified,  it  will  limit  the  amount   of
        contributions  allowed  on behalf of higher compensated  Employees.
        Completion of this section is not intended to coordinate  with  the
        limitation on Compensation under Code Section 401(a)(17), thus  the
        amount should be less than such limitation as adjusted for cost-of-
        living increases.]

        Exclusions From Compensation:

        [  ] (vi) overtime.

        [  ] (vii)     bonuses.

        [  ] (viii)    commissions.

        [  ]      (ix)

   NOTE:     Any   exclusion  of  Compensation  only  applies  to  Employer
             discretionary contributions under Section 7(e)  and  does  not
             apply  to  any contribution which is qualified or  subject  to
             antidiscrimination testing.  Such exclusions must also satisfy
             the  requirements  of Section 1.401(a)(4) of  the  Income  Tax
             Regulations  and  Code  Section  414(s)  and  the  regulations
             thereunder.

   3.(c)     "Entry Date"

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

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

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

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

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

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

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

        [  ]      (ii) on the basis of days worked.
                  An  Employee  shall be credited with ten  (10)  Hours  of
                  Service if under paragraph 1.43 of the Plan such Employee
                  would  be credited with at least one (1) Hour of  Service
                  during the day.

        [  ] (iii)     on the basis of weeks worked.
                  An  Employee shall be credited with forty-five (45) Hours
                  of  Service  if  under paragraph 1.43 of  the  Plan  such
                  Employee would be credited with at least one (1) Hour  of
                  Service during the week.

        [  ] (iv) on the basis of semi-monthly payroll periods.
                  An Employee shall be credited with ninety-five (95) Hours
                  of  Service if under paragraph 1.43 of the Plan  such  Em
                  ployee  would be credited with at least one (1)  Hour  of
                  Service during the semi-monthly payroll period.

        [  ] (v)  on the basis of months worked.
                  An  Employee  shall  be credited with  one-hundred-ninety
                  (190)  Hours  of Service if under paragraph 1.43  of  the
                  Plan  such  Employee would be credited with at least  one
                  (1) Hour of Service during the month.

        [  ]      (vi) on the basis of Elapsed Time, as provided in Article
                  XVI of the Plan.

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

        If  applicable, the Limitation Year will be a short Limitation Year
        commencing  on  and  ending on .  Thereafter, the  Limitation  Year
        shall end on the date last specified.

   3.(f)     "Net Profit"

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

        [  ]      (ii) As defined in paragraph 1.50 of the Plan.

        [  ] (iii)     Shall be defined as:

                  (Only use if definition in paragraph 1.50 of the Plan  is
                  to be superseded.)

   3.(g)      "Plan  Year"   The 12-consecutive month period commencing  on
        January 1 and ending on December 31.
        
        If  applicable, the Plan Year will be a short Plan Year  commencing
        on          and ending on        .  Thereafter, the Plan Year shall
        end on the date last specified.

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

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

   3.(j)     "Taxable Wage Base" [paragraph 1.81]

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

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

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

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

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

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

   3.(k)      "Year of Service"  (This option is not applicable if Hours of
        Service are determined on the basis of Elapsed Time selected  under
        Section 3(d)(vi) above.)

        (i)  For  Eligibility  Purposes:  The 12-consecutive  month  period
             during which an Employee is credited with   0   (not more than
             1,000) Hours of Service.

        (ii) For  Allocation  Accrual Purposes:  The  12-consecutive  month
             period  during which an Employee is credited with    0    (not
             more than 1,000) Hours of Service.

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

   Employees  meeting the following Service and Age requirements  shall  be
   eligible  to participate in the Plan unless excluded under Section  4(c)
   below.

   4.(a)     Service:

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

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

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

   4.(b)     Age:

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

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

   4.(c)     Classification:

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

        [  ] (i)  no exceptions.

        [X ]      (ii)  the Plan shall exclude Employees included in a unit
                  of Employees covered by a collective bargaining agreement
                  between  the  Employer and Employee  Representatives,  if
                  retirement  benefits were the subject of good  faith  bar
                  gaining and the agreement benefits Employeess of whom two
                  percent  or less are professionals, as defined in Section
                  1.410(b)-9  of  the Regulations.  For this  purpose,  the
                  term  "Employee  Representative"  does  not  include  any
                  organization  more  than  half  of  whose   members   are
                  Employees who are owners, officers, or executives of  the
                  Employer.

        [X  ]     (iii)      the  Plan  shall  exclude  Employees  who  are
                  nonresident  aliens  [within  the  meaning   of   Section
                  7701(b)(1)(B)]  and who receive no earned income  [within
                  the meaning of Section 911(d)(2)] from the Employer which
                  constitutes income from sources within the United  States
                  [within the meaning of Section 861(a)(3)].

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

                                 Participants  in Midwest  Rubber  Division
                  401(k)   Plan;  Rochester  Gear  Clifford   Plant   Money
                  Purchase Plan; Newcor Machine Tool Hourly Pension  401(k)
                  Plan;   Blackhawk  Engineering  Employee  401(k)  Savings
                  Plan,  Production  Rubber  401(k)  Plan;  Boramco  401(k)
                  Plan; Rubright 401(k) Plan.
                  

   4.(d)     Initial Participants:

        [X ]      (i)  Employees employed on the Plan's Effective Date will
                  be   required  to  satisfy  both  the  age  and   Service
                  requirements specified above.

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

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

5. RETIREMENT AGES

   5.(a)     Normal Retirement Age:

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

        [X ]      (i)  Normal Retirement Age shall be  63    (not to exceed
                  age 65).

        [  ]      (ii)  Normal  Retirement  Age  shall  be  the  later   of
                  attaining  age         (not  to exceed  age  65)  or  the
                  (not  to exceed the 5th) anniversary of the first day  of
                  the  first  Plan Year in which the Participant  commenced
                  participation in the Plan.

   5.(b)     Early Retirement Age:

        [  ] (i)  Not Applicable.

        [X ]      (ii)  The Plan shall have an Early Retirement Age  of  60
                  (not less than 55) and completion of 0  Years of Service.

6. EMPLOYEE CONTRIBUTIONS

   [X ]      6.(a)      Participants shall be permitted  to  make  Elective
             Deferrals  in  any  amount  from  1%  up  to  15%   of   their
             Compensation.

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

             [  ] (i)  on the first day of each month of the Plan Year.

             [X ]      (ii)  on the first day of the Plan Year and  on  the
                       first day of the fourth, seventh and tenth months of
                       the Plan Year.

             [  ]      (iii)      on the first day of the Plan Year and  on
                       the first day of the seventh month of the Plan Year.

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

   [  ]      6.(c)      Participants shall be required to  make  after  tax
             Voluntary Contributions as follows (Thrift Savings Plan):

             [  ] (i)        % of Compensation.

             [  ]      (ii) a percentage determined by the Employee on  his
                       or her enrollment form.

   NOTE:     Elective  Deferrals  may not be recharacterized  as  Voluntary
             Contributions for purposes of the Average Deferral  Percentage
             (ADP)  Test.   The ADP Test will apply to contributions  under
             (a)  above.   The Average Contribution Percentage  (ACP)  Test
             will  apply to contributions under (b) and (c) above  and  may
             apply to (a).

7. EMPLOYER CONTRIBUTIONS AND ALLOCATION

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

   7.(a)     Profits Requirement:

        Current  or  Accumulated  Net  Profits  are  not  required   unless
        otherwise indicated below:

        [  ]      (i)  Matching Contributions.

        [  ]      (ii) Qualified Non-Elective Contributions.

        [  ]      (iii)     Discretionary contributions.

        NOTE:     Elective  Deferrals can always be contributed  regardless
                  of  profits.   Complete this Section in conjunction  with
                  Section 3(f).

[X ]    7.(b)     Salary Savings Agreement:

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

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

        [  ] (i)  until the first day of the next Plan Year.

        [X ]      (ii)  for  a  period  of  3 month(s) (not  to  exceed  12
                  months).

[X ]    7.(c)     Matching Contribution [See Sections (g) and (h)]: in cash
or Employer Securities

        [X ]      (i)  Percentage Match on Elective Deferrals: The Employer
                  shall   contribute   and  allocate   to   each   eligible
                  Participant's account an amount equal to     25  % of the
                  amount  contributed  and  allocated  in  accordance  with
                  Section  7(b)  above.   The  Employer  shall  not   match
                  Participant  Elective  Deferrals  as  provided  above  in
                  excess  of  $         or in excess of       6  %  of  the
                  Participant's Compensation.

        [  ]      (ii)  Percentage  Match On Voluntary Contributions:   The
                  Employer  shall contribute and allocate to each  eligible
                  Participant's account an amount equal to       %  of  the
                  amount of Voluntary Contributions (if provided for  under
                  Section  6(b)  or  6(c) above) made  in  accordance  with
                  paragraphs  4.1  or 4.7 of the Plan.  The Employer  shall
                  not   match  Voluntary  Contributions  in  excess  of   $
                  or   in   excess   of         %   of  the   Participant's
                  Compensation.

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

        [  ]      (iv)  Tiered  Match:  The Employer shall  contribute  and
                  allocate to each Participant's account an amount equal to
                  % of the first       % of the Participant's Compensation,
                  to the extent deferred.

                          %  of  the  next        %  of  the  Participant's
                  Compensation, to the extent deferred.

                          %  of  the  next        %  of  the  Participant's
                  Compensation, to the extent deferred.

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

        [X ]      (v)   Qualified  Match:  Matching Contributions  will  be
                  treated as Qualified Matching Contributions to the extent
                  specified below:

                  [  ] (A)  all Matching Contributions.

                  [  ] (B)  none.

                  [X ]      (C)   the amount necessary to meet [  ] the ADP
                            Test, [  ] the ACP Test, [X ] both the ADP  and
                            ACP Tests.

        [X ]      (vi)  Eligibility  for  Match:   Matching  Contributions,
                  whether  or not Qualified, will only be made on  Employee
                  Contributions:

                  [X ]      (A)   not  withdrawn prior to the  end  of  the
                            valuation period.

                  [  ]      (B)  not withdrawn prior to the end of the Plan
                            Year.

                  [  ]      (C)  without regard to their withdrawal.

             (vii)      Matching Contribution Computation Period:  The time
                  period  upon which matching contributions will  be  based
                  shall be:

                  [  ] (A)  weekly.

                  [  ] (B)  bi-weekly.

                  [  ]      (C)  semi-monthly.
                  
                  [X ]      (D)  monthly.

                  [  ]      (E)  quarterly.

                  [  ]      (F)  semi-annually.

                  [  ]      (G)  annually.

[X ]    7.(d)      Qualified  Non-Elective  Employer  Contribution  -  [See
        Sections  (g) and (h)]: These contributions are fully  vested  when
        contributed.

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

        [  ] (i)  all such Qualified Non-Elective Contributions.
        [  ]      (ii) none.
        [X ]      (iii)     the amount necessary to meet [  ] the ADP Test,
                  [  ] the ACP Test, [X ] both the ADP and ACP Tests.

        Qualified Non-Elective Contributions will be allocated to:

        [  ] (iv) all Employees eligible to participate.

        [X ]      (v)   only  non-Highly Compensated Employees eligible  to
                  participate.

[  ]    7.(e)     Additional Employer Contribution Other Than Qualified Non-
        Elective Contributions - Non-Integrated [See Sections (g) and (h)]:

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

[  ]    7.(f)      Additional Employer Contribution - Integrated Allocation
        Formula [See Sections (g) and (h)]:

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

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

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

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

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

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

[X ]    7.(g)     Allocation of Excess Amounts (Annual Additions)

        In the event that the allocation formula above results in an Excess
        Amount, such excess shall be distributed to the Participant to  the
        extent  such  excess  does  not exceed the  Participant's  Elective
        Deferrals, non-deductible Employee Voluntary and Required Voluntary
        Contributions.  To the extent the Excess Amount exceeds the sum  of
        the aforementioned Employee contributions, such excess shall be:

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

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

   [X ] 7.(h)     Minimum Employer Contribution Under Top-Heavy Plans:

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

        [  ] (i)  all eligible Participants.

        [X ]      (ii)   only   eligible   non-Key   Employees   who    are
                  Participants.

   [X  ]  7.(i)     Return of Excess Contributions and/or Excess  Aggregate
Contributions:

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

8. ALLOCATIONS TO TERMINATED EMPLOYEES

   (This option is not applicable if Hours of Service are determined on the
   basis of Elapsed Time selected under Section 3(d)(vi) above.)

   [  ]      8.(a)      The  Employer  will  not allocate  Employer-related
             contributions to Employees who terminate during a  Plan  Year,
             unless  required to satisfy the requirements of  Code  Section
             401(a)(26) and 410(b).  (These requirements are effective  for
             1993 Plan Year and for subsequent Plan Years.)

   [X ]      8.(b)      The  Employer will allocate Employer  matching  and
             other  related contributions as indicated below  to  Employees
             who terminate during the Plan Year as a result of:

             Matching  Other

             [X ] [  ] (i)  retirement.

             [X ] [  ] (ii) Disability.

             [X ] [  ] (iii)     death.

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

             [X ]           [   ] (v)  other termination of employment even
                            though the Participant has not completed a Year
                            of Service.
   
             [  ]           [   ]  (vi) termination of employment (for  any
                            reason)  provided  that  the  Participant   had
                            completed  a  Year  of Service  for  Allocation
                            Accrual Purposes.

9. ALLOCATION OF FORFEITURES

   NOTE:     Forfeitures of Excess Aggregate Contributions shall be applied
             at  the  end  of the Plan Year in which they occur  to  reduce
             Employer  Contributions.  Subsections (a), (b),  (c)  and  (d)
             below  apply  to  forfeitures of  amounts  other  than  Excess
             Aggregate Contributions.

   9.(a)     Allocation Alternatives:

        If forfeitures are allocated to Participants, such allocation shall
        be done in the same manner as the Employer's contribution.

        [  ]      (i)   Not Applicable.  All contributions are always fully
                  vested.
   
        [X ]      (ii)   Forfeitures  shall  be  applied  to   reduce   the
                  Employer's contributuon for such Plan Year.

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

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

                       [  ] all eligible Participants under the Plan.

                       [  ] only   those  Participants  eligible   for   an
                            allocation of matching contributions in the cur
                            rent year.
                  (B)  Amounts    attributable   to    Employer    Matching
                       contributions will be allocated to:

                       [  ] all eligible Participants.

                       [  ] only    those    Participants   eligible    for
                            allocations  of matching contributions  in  the
                            current year.

   9.(b)      Reallocation Date for Plans using daily valuations  shall  be
        the  end of the next Plan Year immediately following receipt  of  a
        cash out distribution.

   9.(c)      Date  for  Reallocation  (for Plans using  other  than  daily
        valuations):

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

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

        [  ]      (iii)     Forfeitures shall be reallocated at the end  of
                  the  Plan Year during which the former Employee incurs  a
                  one-year Break In Service.

        [  ]      (iv)  Forfeitures will be reallocated as of the Plan Year
                  end.

   9.(d)     Restoration of Forfeitures:

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

        [1 ] (i)  current year's forfeitures.

        [2 ] (ii) additional Employer contributions.

        [3 ] (iii)income or gain to the Plan.

10.     CASH OPTION

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

   [X ] 10.(b)    Not Applicable.

11.     LIMITATIONS ON ALLOCATIONS

   This  Section  is not applicable if this is the only Plan  the  Employer
   maintains  or ever maintained.  Plans include Welfare Benefit  Funds  as
   described  in  Code Section 419(e) or an individual medical  account  as
   defined under Code Section 415(l)(2) under which amounts are treated  as
   Annual Additions.

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

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

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

[X ]    11.(b)    If a Participant is or ever has been a participant  in  a
        Defined Benefit Plan maintained by the Employer:

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

[X ]         11.(c)     The minimum contribution or benefit required  under
             Code  Section  416  relating  to  Top-Heavy  Plans  shall   be
             satisfied by either:

        [  ] (i)  this Plan.

        [X ] (ii) see attached
                       
                  (Name of other qualified plan of the Employer).

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

12.     VESTING

   12(a)      Computation Period:  (This option is not applicable if  Hours
        of  Service  are determined on the basis of Elapsed  Time  selected
        under Section 3(d)(vi) above.)

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

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

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

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

   12.(b)    Vesting Schedules:

        Contributions  under  Sections 6(a),(b),(c), 7(c)(v)  and  (d)  are
        always fully vested.

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

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

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

             [  ]      (A)   All  contributions other than those which  are
                       fully   vested  when  contributed  will  vest  under
                       schedule       above.

             [X ]      (B)   All  Matching Contributions  will  vest  under
                       schedule    (iii)   above.    All   other   Employer
                       contributions  other  than  those  which  are  fully
                       vested  when  contributed will vest  under  schedule
                       above.

   12.(c)    Service disregarded for Vesting:

        [X ]     (i)  Not Applicable.  All Service shall be considered.

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

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

   12.(d)    Top-Heavy Vesting:

        Each   Participant  shall  acquire  a  vested  and   nonforfeitable
        percentage  in his or her account balance attributable to  Employer
        contributions  and  the  earnings  thereon  under  the   procedures
        selected  above except with respect to any Plan Year  during  which
        the  Plan  is Top-Heavy, in which case the [X ] Two-twenty  vesting
        schedule   [Section  12(b)(iv)]  [   ]  Three-Year  Cliff   vesting
        schedule [Section 12(b)(iii)] shall automatically apply unless  the
        Employer  has  already elected a faster vesting schedule.   If  the
        Plan is switched to Section 12(b)(iii) or 12(b)(iv) because of  its
        Top-Heavy  status,  that vesting schedule will  remain  in  effect,
        even  if  the Plan later becomes non-Top-Heavy, until the  Employer
        executes   an  amendment  of  this  Adoption  Agreement  indicating
        otherwise.

13.     SERVICE WITH PREDECESSOR ORGANIZATION

   For  purposes of satisfying the Service requirements for Eligibility and
   Vesting,  Hours  of  Service shall include Service  with  the  following
   predecessor  organization(s):  The predecessor of  any  Newcor  unit  or
   division.
   
   
   

14.     ROLLOVER/TRANSFER CONTRIBUTIONS

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

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

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

15.     HARDSHIP WITHDRAWALS

   Hardship  withdrawals,  as provided for in paragraph  6.9  of  the  Plan
   [X ] are [  ] are not permitted.

16.     PARTICIPANT LOANS

   Participant  loans,  as  provided for in paragraph  13.4  of  the  Plan,
   [   ] are [X ] are not permitted.  If permitted, repayments of principal
   and interest shall be repaid to the Participant's segregated account.

17.     EMPLOYER INVESTMENT DIRECTION

   The  Employer investment direction provisions, as set forth in paragraph
   13.5  of  the Plan [X ] shall [  ] shall not be applicable, with respect
   to Matching Contributions that are not 100% vested.

18.     EMPLOYEE INVESTMENT DIRECTION

   The  Employee investment direction provisions, as set forth in paragraph
   13.6  of  the Plan [X ] shall [  ] shall not be applicable, with respect
   to  all  Elective  Deferrals and Matching Contributions  that  are  100%
   vested.

   NOTE:     To   the   extent  that  Employee  investment  direction   was
             previously allowed, the Trustee shall have the right to either
             make  the assets part of the general Trust, or leave  them  as
             separately  invested  subject to the provisions  of  paragraph
             13.6 of the Plan.

19.     EARLY PAYMENT OPTION

   19.(a)     A Participant who separates from Service prior to retirement,
        death  or Disability [X ] may [  ] may not make application to  the
        Employer  requesting an early payment of his or her vested  account
        balance.   Amounts under $3,500 [X ] will [  ] will not  be  cashed
        out immediately.

   19.(b)    A Participant who has not separated from Service [  ] may [X ]
        may  not  obtain  a  distribution of his  or  her  vested  Employer
        contributions.   Distribution can only be made if  the  Participant
        has completed five Years of Service.

   19.(c)     A  Participant  who  has attained  age  59-1/2  and  has  not
        separated  from Service [X ] may [  ] may not obtain a distribution
        of his or her vested Employer contributions.

   19.(d)     A  Participant who has attained the Plan's Normal  Retirement
        Age  and  who has not separated from Service [X ] may [  ] may  not
        receive a distribution of his or her vested account balance.

   NOTE:     If  the  Participant has had the right to withdraw his or  her
             account balance in the past, this right may not be taken away.
             Notwithstanding  the above to the contrary,  required  minimum
             distributions will be paid.  For timing of distributions,  see
             Section 20(a) below.

20.     DISTRIBUTION OPTIONS

   20.(a)    Timing of Distributions:

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

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

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

        [X ]     (iii)as  soon  as administratively feasible following  the
                  date on which a distribution is requested or is otherwise
                  payable.

        [  ]     (iv)  as soon as administratively feasible after the close
                  of  the  Plan Year during which the Participant incurs  a
                  one-year Break in Service.

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

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

        [  ]     (vi)  as  soon as administratively feasible following  the
                  close of the valuation period during which a distribution
                  is requested or is otherwise payable.

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

        [X ]     (viii)     as  soon as administratively feasible following
                  the  date  on  which a distribution is  requested  or  is
                  otherwise payable.

   20.(b)    Optional Forms of Payment:

        [X ](i)  Lump Sum. In cash or in kind.

        [  ](ii) Installment Payments.

        [  ]     (iii)     Other form(s) as previously provided.
                       (Indicate all forms that apply):

                            
   20.(c)    Recalculation of Life Expectancy:
        In   determining   required  distributions  under   the   Plan,   a
        Participant   and/or   Spouse  (Surviving  Spouse)   [X   ]   shall
        [   ]  shall  not  have  the right to have  their  life  expectancy
        recalculated annually.

        If "shall",

        [  ]only the Participant shall be recalculated.

        [  ]both the Participant and Spouse shall be recalculated.

        [X ]who is recalculated shall be determined by the Participant.

21.     SPONSOR CONTACT

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

   Capital Guardian Trust Company
   Corporate Employee Benefits Department
   (Phone Number) (714) 671-7000

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

22.     SIGNATURES:

   Due  to  the significant tax ramifications, the Sponsor recommends  that
   before  the  Employer  execute  this Adoption  Agreement,  the  Employer
   contact its attorney or tax advisor.

(a)  EMPLOYER DELEGATE OR COMMITTEE APPOINTMENT:
   The Employer has appointed the following individual(s) to act on behalf of
 the Employer  regarding all communications and requests between the  Employer
  and the  Recordkeeper, pursuant to the terms and conditions of the  Plan.
   Unless otherwise  directed by the Employer in written directions to the
 Recordkeeper, the  Recordkeeper  may act upon the instructions of any  one
  of  the  persons listed below.

                                        
          NAME(S)  (please type  or     
          print)                             SIGNATURE(S)
                                        
1.        Fred Davenport                
                                        1. /s/ Fred Davenport
                                        
     Address 1825 S. Woodward, #240          
     Bloomfield Hills, MI  48302        
                                        
                                        
2.                                      
                                        
                                        2.
     Address                            
                                             
                                        
                                        
3.                                      
                                        
                                        
     Address                            
                                        3.
                                        
                                             

     (b)  EMPLOYER:

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

          
          
          

          The  Employer  hereby adopts the Plan, appoints Capital  Guardian
          Trust  Company as Trustee and directs that contributions  to  the
          Plan  shall  be  invested  in accordance  with  the  instructions
          provided  by  it.  The Employer has read the Plan and  Trust  and
          Adoption Agreement, agrees to the terms and conditions set  forth
          therein  and has consulted with an attorney about the  effect  of
          establishing the Plan.
          This  agreement and the corresponding provisions of the Plan  and
          Trust  Basic  Plan Document #03 were adopted by the Employer  the
          1st day of April, 1996.

          Signed for the Employer by: Thomas D. Parker

          Title: VP Human Resources

          Signature: /s/ Thomas D. Parker

                              

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

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

          This  Adoption  Agreement may only be used  in  conjunction  with
          Basic Plan Document #03.

     (c)  TRUSTEE APPOINTMENT AND ACCEPTANCE:

          The  Employer hereby appoints Capital Guardian Trust  Company  to
          serve as Trustee, and such Trustee hereby confirms acceptance  of
          the  appointment and duties pursuant to the accompanying Plan and
          this Adoption Agreement.
          
          Signed for the Trustee by:  Herman Martinez

          Title:  Trust Administrator

          Signature:  /s/Herman Martinez

NOTE:     In  accordance with paragraph 13.7 of Basic Plan Document #03  an
          additional  trustee may be appointed to govern Plan  assets  held
          outside  the  Fund.   If  so,  the additional  trustee  shall  be
          appointed in a separate trust agreement.