As Filed With the Securities and Exchange Commission
on October 15, 1998

Registration No. 333-




SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

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




DOLLAR GENERAL CORPORATION
(Exact name of Registrant as Specified in its Charter)

TENNESSEE
(State or Other 
Jurisdiction of 
Incorporation or 
Organization)

 61-0502302
(I.R.S. 
Employer
Identificat
ion No.)

DOLLAR GENERAL CORPORATION
104 Woodmont Blvd., Suite 
500
Nashville, Tennessee
(Address of Principal 
Executive Offices)


37205
(Zip Code)

Dollar General Corporation 401(k) Savings and Retirement Plan
(Full title of the plan)

Robert C. Layne
Corporate Secretary
104 Woodmont Blvd., Suite 500
Nashville, Tennessee  37205
(Name and address of agent for service)


(615) 783-2000
(Telephone number, including area code, of agent for service)

Copy to:

		Howard H. Lamar, Esq.	
		Bass, Berry & Sims PLC	
		2700 First American Center
		Nashville, Tennessee 37238

CALCULATION OF REGISTRATION FEE




CALCULATION OF REGISTRATION FEE


Title of securities
to be registered (1)          Common Stock, par value $.50 per share

Amount to
be registered                 0

Proposed
maximum
offering price
per share                     n/a

Proposed
maximum
aggregate offering
price                         n/a

Amount of 
registration fee (2)          $0

(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this 
registration statement covers an indeterminate amount of interests to be 
offered under the employee benefit plan described herein.
(2) Pursuant to Rule 457(h)(2) no registration fee is required to be paid.




	PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

	The following documents previously filed by Dollar General Corporation 
(the "Registrant") with the Commission pursuant to the Securities Exchange Act 
of 1934, as amended (the "Exchange Act") are incorporated herein by reference:

(a)	The Registrant's Annual Report on Form 10-K for the fiscal 
year ended January 30, 1998 filed April 20, 1998;

		(b)	The Registrant's Quarterly Reports on Form 10-Q 
for the fiscal quarters ended April 30, 1998 (filed June 16, 
1998) and July 31, 1998 (filed September 14, 1998);

(c)	The Registrant's Current Report on Form 8-K filed September 
25, 1998; and 

(d)	The description of the Registrant's Common Stock contained 
in the Registrant's Current Report on Form 8-K filed June 8, 
1998 as amended by a filing dated June 11, 1998.

	All documents and reports subsequently filed by the Registrant pursuant 
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing 
of a post-effective amendment to this Registration Statement which indicates 
that all shares covered hereby have been sold or which deregisters all such 
shares then remaining unsold shall be deemed to be incorporated by reference 
in this Registration Statement and to be a part hereof from the date of filing 
of such documents.  Any statements contained in a document incorporated or 
deemed to be incorporated by reference herein shall be deemed to be modified 
or replaced for purposes hereof to the extent that a statement contained 
herein (or in any other subsequently filed document which also is incorporated 
or deemed to be incorporated by reference herein)  modifies or replaces such 
statement.  Any statement so modified or replaced shall not be deemed, except 
as so modified or replaced, to constitute a part hereof.

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 Tennessee Business Corporation Act ("TBCA") provides that a 
corporation may indemnify any of its directors and officers against liability 
incurred in connection with a proceeding if (a) such person acted in good 
faith; (b) in the case of conduct in an official capacity with the 
corporation, he reasonably believed such conduct was in the corporation's best 
interests; (c) in all other cases, he reasonably believed that his conduct was 
at least not opposed to the best interests of the corporation; and (d) in 
connection with any criminal proceeding, such person had no reasonable cause 
to believe his conduct was unlawful.  In actions brought by or in the right of 
the corporation, however, the TBCA provides that no indemnification may be 
made if the director or officer was adjudged to be liable to the corporation.  
The TBCA also provides that in connection with any proceeding charging 
improper personal benefit to an officer or director, no indemnification may be 
made if such officer or director is adjudged liable on the basis that such 
personal benefit was improperly received.  In cases where the director or 
officer is wholly successful, on the merits or otherwise, in the defense of 
any proceeding instigated because of his or her status as a director or 
officer of a corporation, the TBCA mandates that the corporation indemnify the 
director or officer against reasonable expenses incurred in the proceeding.  
The TBCA provides that a court of competent jurisdiction, unless the 
corporation's charter provides otherwise, upon application, may order that an 
officer or director be indemnified for reasonable expenses if, in 
consideration of all relevant circumstances, the court determines that such 
individual is fairly and reasonably entitled to indemnification, 
notwithstanding the fact that (a) such officer or director was adjudged liable 
to the corporation in a proceeding by or in the right of the corporation; (b) 
such officer or director was adjudged liable on the basis that personal 
benefit was improperly received by him; or (c) such officer or director 
breached his duty of care to the corporation.

	The Registrant's Charter and Bylaws provide that the Registrant shall 
indemnify its directors and officers to the fullest extent permitted by 
applicable law.  The Registrant's Bylaws provide further that the Registrant 
shall advance expenses to each director and officer of the Registrant to the 
full extent allowed by the laws of the state of Tennessee, both as now in 
effect and as hereafter adopted.  Under the Registrant's Charter and Bylaws, 
such indemnification and advancement of expenses provisions are not exclusive 
of any other right that a director or officer may have or acquire both as to 
action in his or her official capacity and as to action in another capacity. 

	The Registrant believes that its Charter and Bylaw provisions are 
necessary to attract and retain qualified persons as directors and officers.

	The Registrant has in effect a directors' and officers' liability 
insurance policy which provides coverage for its directors and officers.  
Under this policy, the insurer agrees to pay, subject to certain exclusions, 
for any claim made against a director or officer of the Registrant for a 
wrongful act by such director or officer, but only if and to the extent such 
director or officer becomes legally obligated to pay such claim. 

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable

ITEM 8.  EXHIBITS

See Exhibit Index (Page II-6)

ITEM 9.	UNDERTAKINGS

A.	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, as amended (the "Securities 
Act");

(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 hereof) which 
individually or in the aggregate, represent a fundamental 
change in the information set forth in the Registration 
Statement.  Notwithstanding the foregoing, any increase or 
decrease in the volume of securities offered (if the total 
dollar value of securities would not exceed that which was 
registered) and any deviation from the low or high and of 
the estimated maximum offering range may be reflected in th 
form of prospectus filed with the Commission pursuant to 
Rule 424(b) if, in the aggregate, the changes in volume and 
price represent no more than 20 percent change in the 
maximum aggregate offering price set forth in the 
"Calculation of Registration Fee" table in the effective 
registration statement; and

(iii)	To include any material information with respect to the plan 
of distribution not previously disclosed in the Registration 
Statement or any material change 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 Exchange Act, that are incorporated by reference in 
the Registration Statement.

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

B.	The Registrant hereby undertakes that, for purposes of determining any 
liability under the Securities Act, each filing of the Registrant's 
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange 
Act 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.

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

D.	The undersigned registrant hereby undertakes to submit the Plan and any 
amendments thereto to the Internal Revenue Service (the "IRS") in a 
timely manner and to 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 to date.





SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933, as amended, 
the Registrant certifies that it has reasonable grounds to believe that it 
meets all 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 Nashville, State of Tennessee, on 
the 14th day of October, 1998.

							DOLLAR GENERAL CORPORATION

							By:  /s/  Cal Turner, Jr.	
							     Cal Turner, Jr., President, 
Chief Executive
							     Officer and Chairman

	KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears 
below hereby constitutes and appoints Cal Turner, Jr. and Phil Richards his or 
her true and lawful attorneys-in-fact and agents, with full power of 
substitution and resubstitution, for him or her and in his or her name, place 
and stead, in any and all capacities, to sign any and all amendments to this 
Registration Statement, and to file the same, with the Securities and Exchange 
Commission, granting unto said attorneys-in-fact and agents full power and 
authority to do and perform each and every act and thing requisite and 
necessary to be done in and about the premises, as fully to all intents and 
purposes as he or she might or could do in person, hereby ratifying and 
confirming all that said attorneys-in-fact and agents, or his substitute or 
substitutes, may lawfully do or cause to be done by virtue hereof.

	Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities and as of the dates indicated.

	Signature				Title					Date

/s/  Cal Turner, Jr.
Cal Turner, Jr.
President, Chief Executive
Officer and Chairman            October 14, 1998


/s/  Phil Richards
Phil Richards
Chief Financial Officer and
Treasurer (Principal Financial 
and Accounting Officer)         October 14, 1998

/s/  Dennis C. Bottorff	
Dennis C. Bottorff
Director                        October 14, 1998

/s/  James L. Clayton 	
James L. Clayton
Director                        October 14, 1998

/s/  Reginald D. Dickson	
Reginald D. Dickson
Director                        October 14, 1998


/s/  John B. Holland	
John B. Holland
Director                        October 14, 1998

/s/  Barbara M. Knuckles	
Barbara M. Knuckles
Director                        October 14, 1998

/s/  Cal Turner 
Cal Turner
Director                        October 14, 1998

/s/  David M. Wilds	
David M. Wilds
Director                        October 14, 1998

/s/  William S. Wire, II	
William S. Wire, II
Director                        October 14, 1998


	Pursuant to the Requirements of the Securities Act, the Plan 
Administrator of the Dollar General 401(k) Savings and Retirement Plan has 
duly caused this registration statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the city of Nashville, state of 
Tennessee, on October [  ], 1998.	

                      DOLLAR GENERAL 401(k) SAVINGS AND RETIREMENT PLAN

                            BY:  /s/  Bob Layne
                                 Bob Layne, Corporate Secretary for
                                 Dollar General Corporation, the Plan
                                 Administrator




Exhibit Index

Exhibit
No.                            Exhibit Description



4       Dollar General Corporation 401(k) Savings and Retirement Plan

23.1    Consent of Deloitte & Touce, LLP

23.2    Consent of Price Waterhouse Coopers, LLP

24      Power of Attorney (included at pages II-4 and II-5)





EXHIBIT 4







	DOLLAR GENERAL CORPORATION


401(k) SAVINGS AND RETIREMENT PLAN

               

AN AMENDMENT, COMPLETE RESTATEMENT, CONVERSION AND CONTINUATION OF THE
DOLLAR GENERAL CORPORATION RETIREMENT PLAN
AND THE
DOLLAR GENERAL CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN AS THE ABOVE PLAN
EFFECTIVE JANUARY 1, 1998



	TABLE OF CONTENTS

1. INTRODUCTION
2. DEFINITIONS
2.1 "ACCOUNT" OR "ACCOUNTS"
2.2 "ACTUAL DEFERRAL PERCENTAGE"
2.3 "ADMINISTRATIVE COMMITTEE"
2.4 "ADMINISTRATOR"
2.5 "AGGREGATE LIMIT"
2.6 "ALLOCATION DATE"
2.7 "ALLOCATION PERIOD"
2.8 "ANNUITY STARTING DATE:
2.9 "AVERAGE CONTRIBUTION PERCENTAGE"
2.10 "BENEFICIARY"
2.11 "BOARD"
2.12 "BREAK IN SERVICE"
2.13 "CODE"
2.14 "COMMITTEE"
2.15 "COMPANY"
2.16 "COMPENSATION"
2.17 "COMPENSATION FOR TESTING PURPOSES"
2.18 "CONTRIBUTION PERCENTAGE"
2.19 "CONTRIBUTION PERCENTAGE AMOUNT"
2.20 "CONTROLLED GROUP MEMBER"
2.21 "CREDIT BALANCE"
2.22 "DISABILITY"
2.23 "EARLY RETIREMENT DATE"
2.24 "EFFECTIVE DATE"
2.25 "ELECTIVE DEFERRALS"
2.26 "ELIGIBLE EMPLOYEE"
2.27 "EMPLOYEE"
2.28 "EMPLOYEE STOCK OWNERSHIP PLAN"
2.29 "EMPLOYER"
2.30 "EMPLOYER ACCOUNTS"
2.31 "EMPLOYER CONTRIBUTION FORFEITURE"
2.32 "EMPLOYER CONTRIBUTIONS"
2.33 "EMPLOYER MATCHING CONTRIBUTIONS"
2.34 "EMPLOYER PROFIT SHARING CONTRIBUTIONS"
2.35 "ENTRY DATE"
2.36 "ERISA"
2.37 "ESOP"
2.38 "ESOP ACCOUNTS"
2.39 "EXCESS AGGREGATE CONTRIBUTIONS"
2.40 "EXCESS CONTRIBUTIONS"
2.41 "EXCESS ELECTIVE DEFERRALS"
2.42 "FAIR MARKET VALUE"
2.43 "FIVE-PERCENT OWNER"
2.44 "FORFEITURE SUSPENSE ACCOUNT"
2.45 "401(K) DISCRIMINATION FORFEITURES"
2.46 "401(K) PLAN"
2.47 "401(K) PLAN ACCOUNTS"
2.48 "HIGHLY COMPENSATED EMPLOYEE"
2.49 "HOUR OF SERVICE"
2.50 "INACTIVE PARTICIPANT"
2.51 "INVESTMENT COMMITTEE"
2.52 "LEASED EMPLOYEE"
2.53 "LIFE ANNUITY"
2.54 "NON-HIGHLY COMPENSATED EMPLOYEES"
2.55 "NORMAL RETIREMENT AGE"
2.56 "NORMAL RETIREMENT DATE"
2.57 "PARTICIPANT"
2.58 "PLAN ADMINISTRATOR"
2.59 "PLAN"
2.60 "PLAN YEAR"
2.61 "PRIOR PLAN ACCOUNT"
2.62 "QUALIFIED DOMESTIC RELATIONS ORDER"
2.63 "QUALIFIED JOINT AND SURVIVOR ANNUITY"
2.64 "QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTIONS"
2.65 "QUALIFIED PRERETIREMENT SURVIVOR ANNUITY"
2.66 "RETIREMENT PLAN"
2.67 "RETIREMENT PLAN ACCOUNTS"
2.68 "SALARY DEFERRAL AGREEMENT
2.69 "SERVICE"
2.70 "SPOUSE"
2.71 "TRUST"
2.72 "TRUST AGREEMENT"
2.73 "TRUST FUND" OR "FUND"
2.74 "TRUSTEE"
2.75 "VESTED"
2.76 "VESTED BENEFIT"
2.77 "VESTING SCHEDULE"
2.78 "YEAR OF ELIGIBILITY SERVICE"
2.79 "YEAR OF SERVICE"
2.80 "YEAR OF VESTING SERVICE"
3. ELIGIBILITY AND PARTICIPATION
3.1 ELIGIBILITY
3.2 PARTICIPATION
3.3 REEMPLOYMENT
3.4 RETURN TO ELIGIBLE CLASS
3.5 TRANSFERS AMONG EMPLOYERS WHICH ARE CONTROLLED GROUP MEMBERS OR AMONG
EMPLOYERS WHICH ARE MAJORITY OWNED
3.6 ACCEPTANCE
3.7 EMPLOYEES WHO ARE OFFICERS, SHAREHOLDERS OR HIGHLY COMPENSATED
3.8 ABSENCE IN THE ARMED SERVICES
3.9 LEASED EMPLOYEE
4. CONTRIBUTIONS
4.1 ELECTIVE DEFERRALS
4.2 QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTIONS
4.3 EMPLOYER MATCHING CONTRIBUTIONS
4.4 EMPLOYER PROFIT SHARING CONTRIBUTIONS
4.5 INDIRECT ROLLOVERS
4.6 DIRECT ROLLOVERS
4.7 PROHIBITION OF REVERSION
5. PARTICIPANTS' ACCOUNTS
5.1 ESTABLISHMENT OF PARTICIPANTS' ACCOUNTS
5.2 ALLOCATION OF ELECTIVE DEFERRALS CONTRIBUTIONS
5.3 ALLOCATIONS UNDER 401(K) PLAN (OTHER THAN ELECTIVE DEFERRALS)
5.4 VALUATION OF TRUST FUND
5.5 AVERAGE CONTRIBUTION PERCENTAGE TEST: THE AGGREGATE LIMIT FOR EMPLOYER 
MATCHING CONTRIBUTIONS AND ELECTIVE CONTRIBUTIONS
5.6 INACTIVE PARTICIPANTS
5.7 LIMITATIONS ON ALLOCATIONS
5.8 ALLOCATION NOT EQUIVALENT TO VESTING
5.9 NOTIFICATION AND CORRECTIONS REGARDING ALLOCATIONS
6. RETIREMENT AND DISABILITY BENEFITS
6.1 NORMAL RETIREMENT
6.2 EARLY RETIREMENT
6.3 DISABILITY RETIREMENT
7. DEATH BENEFITS BEFORE RETIREMENT ELIGIBILITY OR DISABILITY
7.1 DEATH BENEFIT BEFORE RETIREMENT ELIGIBILITY OR DISABILITY IN GENERAL
7.2 DEATH BENEFITS ATTRIBUTABLE TO 401(K) PLAN ACCOUNTS
7.3 DEATH BENEFITS ATTRIBUTABLE TO RETIREMENT PLAN ACCOUNTS
7.4 DEATH BENEFITS ATTRIBUTABLE TO ESOP ACCOUNTS
8. SEVERANCE FROM SERVICE PRIOR TO RETIREMENT, DISABILITY OR DEATH
VESTING AND FORFEITURES
8.1 VESTED BENEFIT
8.2 VESTING SCHEDULE
8.3 EMPLOYER CONTRIBUTION FORFEITURES IN GENERAL
8.4 RESTORATION OF AMOUNTS CREDITED TO EMPLOYER CONTRIBUTION FORFEITURE 
SUSPENSE ACCOUNTS AND POSSIBLE REPAYMENT REQUIREMENT FOR PARTICIPANTS' WITH 
VESTED BENEFITS
8.5 FORFEITURE AND RESTORATION IF NO VESTED ACCOUNT BALANCE
8.6 VESTED INTEREST IN EMPLOYER ACCOUNT AFTER A DISTRIBUTION OR AFTER 
TERMINATION OF EMPLOYMENT
9. SPECIAL PROTECTED BENEFIT DISTRIBUTION RULES RELATING TO THE 
401(K) PLAN ACCOUNTS (OTHER THAN THE 401(K) PLAN EMPLOYER STOCK 
ACCOUNT)
9.1 PROVISIONS IN GENERAL
9.2 METHOD OF DISTRIBUTION AND RIGHT OF SURVIVING SPOUSE TO DEATH BENEFIT
9.3 CONSENT BY SPOUSE TO DESIGNATION OF NONSPOUSE BENEFICIARY
9.4 DATE OF DISTRIBUTION
10. SPECIAL PROTECTED BENEFIT DISTRIBUTION RULES RELATING TO THE 
RETIREMENT PLAN ACCOUNTS
10.1 PROVISIONS IN GENERAL
10.2 METHODS OF DISTRIBUTION UPON TERMINATION OF EMPLOYMENT OR RETIREMENT
10.3 DATE OF DISTRIBUTION
11. SPECIAL PROTECTED BENEFIT DISTRIBUTION RULES RELATING TO ESOP 
ACCOUNTS AND THE 401(K) PLAN EMPLOYER STOCK ACCOUNT
11.1 PROVISIONS IN GENERAL
11.2 METHOD OF DISTRIBUTION AND RIGHT OF SURVIVING SPOUSE TO DEATH BENEFIT
11.3 CONSENT BY SPOUSE TO DESIGNATION OF NONSPOUSE BENEFICIARY
11.4 DATE OF DISTRIBUTION
11.5 VALUE OF VESTED INTEREST AND DISTRIBUTION IN CASH OR PROPERTY
11.6 PUT OPTION
11.7 DIVERSIFICATION OF INVESTMENTS
12. LEGAL RESTRICTIONS AND GENERAL REQUIREMENTS ON THE PAYMENT OF 
BENEFITS
12.1 TAX REFORM ACT DISTRIBUTION RESTRICTIONS
12.2 VALUE OF VESTED INTEREST AND DISTRIBUTION IN CASH OR PROPERTY
12.3 FORMS AND PROOFS
12.4 DISTRIBUTION OF SMALL ACCOUNT(S) AND FORFEITURE OF NONVESTED AMOUNTS
12.5 DISCLAIMER BY SURVIVING SPOUSE OR OTHER BENEFICIARY
12.6 DETERMINATION OF MARITAL STATUS AND LOCATION OF SURVIVING SPOUSE
12.7 INSTALLMENT DISTRIBUTION
12.8 FAILURE TO LOCATE
13. WITHDRAWALS
13.1 WITHDRAWALS OF ELECTIVE DEFERRALS IN GENERAL
14. LOANS
15. TOP-HEAVY PLANS
15.1 DEFINITIONS
15.2 MINIMUM ALLOCATION
15.3 MINIMUM VESTING SCHEDULE
15.4 SPECIAL LIMITATIONS ON TOP HEAVY ALLOCATIONS IN MULTIPLE PLANS:  "CODE 
SECTION 415(E) BUY-BACK
16. PLAN ADMINISTRATION
16.1 ADMINISTRATOR
16.2 CLAIMS PROCEDURE
16.3 RECORDS
16.4 DELEGATION OF AUTHORITY
16.5 CORRECTION OF ERRORS
16.6 DOMESTIC RELATIONS ORDERS
17. THE TRUST
17.1 THE TRUST
17.2 CONTRIBUTIONS TO TRUSTEE
17.3 INVESTMENT POWERS
17.4 EMPLOYER-DIRECTED INVESTMENTS
17.5 THE PARTICIPANT-DIRECTED INVESTMENTS, INCLUDING PARTICIPANT LOANS
17.6 CUSTODIAL ROLE
17.7 LIABILITY OF TRUSTEE
17.8 COURT ACTIONS
17.9 PRUDENT MAN RULE
17.10 PROHIBITED TRANSACTIONS
17.11 CONFLICT OF INTEREST
17.12 EXEMPTIONS
17.13 FIDUCIARY INSURANCE
17.14 ACCOUNTS
17.15 REPORTS
17.16 PAYMENTS
17.17 DIRECTION OF COMMITTEE
17.18 IMPOSSIBILITY OF PERFORMANCE
17.19 EXPENSES
17.20 TAXES
17.21 RESIGNATION OR REMOVAL OF TRUSTEE
17.22 TRANSFER OF ASSETS TO A SUCCESSOR TRUSTEE OR OTHER MEDIUM OF FUNDING
17.23 ASSETS OF CONTROLLED GROUP MEMBERS
17.24 DISTRIBUTIONS IN KIND
17.25 PURCHASES AND SALES OF EMPLOYER STOCK
17.26 RESTRICTIONS ON EMPLOYER STOCK
17.27 REGISTRATION OF EMPLOYER STOCK
17.28 INVESTMENTS IN EMPLOYER STOCK
17.29 INDEPENDENT APPRAISALS
18. AMENDMENT OR TERMINATION
18.1 RIGHT TO AMEND PLAN
18.2 LIMITATION OF RIGHT TO AMEND
18.3 TERMINATION OF PLAN BY SPONSORING EMPLOYER
18.4 MERGERS
19. MISCELLANEOUS
19.1 LIABILITY OF EMPLOYER
19.2 SPENDTHRIFT CLAUSE
19.3 SUCCESSOR BUSINESS OF EMPLOYER
19.4 INSURANCE COMPANY NOT RESPONSIBLE
19.5 PERSONS UNDER LEGAL DISABILITY
19.6 CONFLICT OF PROVISIONS
19.7 DEFINITION OF WORDS
19.8 TITLES
19.9 MULTIPLE COPIES
19.10 APPLICABLE LAW


DOLLAR GENERAL 401(K) SAVINGS AND RETIREMENT PLAN

1. INTRODUCTION

	This Dollar General Corporation 401(k) Savings and Retirement 
Plan (the "401(k) Plan") is established effective January 1, 1998, 
to provide benefits for, and to encourage savings by, eligible 
Employees of Dollar General Corporation ("Dollar General"), a 
Tennessee corporation.  This Plan is an amendment, restatement, 
conversion and continuation of the Dollar General Retirement Plan 
("Retirement Plan"), which is a money purchase pension plan that 
was originally effective on January 1, 1982, and last restated 
completely effective January 1, 1989.  Contemporaneously with the 
amendment, restatement, conversion and continuation of the 
Retirement Plan into this 401(k) Plan on January 1, 1998, the 
Dollar General Employee Stock Ownership Plan that was originally 
effective on January 1, 1984, and last restated completely 
effective January 1, 1989, was also amended, restated, converted 
and continued as this 401(k) Plan on January 1, 1998.  The ESOP is 
not a leveraged ESOP.  No ESOP assets (if any) which were acquired 
with an "exempt loan" as defined in Treasury Regulation Section 
54.4975-7(b)(1)(iii) remain unallocated in the ESOP Suspense 
Account.  

	Prior to the amendment, restatement, conversion and 
continuation of the Retirement Plan and ESOP into this 401(k) Plan, 
each of the plans had a plan year beginning on February 1 and 
ending on January 31.  Therefore such plans had a short plan year 
for the plan year beginning February 1, 1997 and ending on December 
31, 1997.  On and after January 1, 1998 benefits, if any, shall 
accrue only under the 401(k) provisions of this Plan, the 
Retirement Plan Accounts and the ESOP Accounts being frozen (except 
for crediting of investment earnings and debiting of investment 
losses or plan expenses as provided herein).

	Immediately after the conversion of the Retirement Plan and 
the ESOP to the 401(k) Plan, each Participant in the 401(k) Plan 
shall be eligible to receive benefits under the 401(k) Plan, if it 
were then terminated, at least equal to the benefits payable 
immediately before the conversion from the Retirement Plan and the 
ESOP, if these plans were being terminated instead of converted.  
Furthermore, the Code Section 411(d)(6) "protected benefits" 
accrued under the Retirement Plan and the ESOP as of December 31, 
1997 shall be continued under this 401(k) Plan.  

	Also the nonterminable protections and rights relating to 
put, call or other options and to buy-sell or similar arrangements 
applicable to Plan assets acquired with the proceeds of an exempt 
loan from the ESOP shall be continued in this Plan as amended, 
restated, converted and continued as, and to the extent, if any, 
required by Treasury Regulation 54.4975-11(a)(3)(i).  And 
accordingly, the ESOP forms a portion of this Plan, the balance of 
which includes a qualified pension and profit sharing plan which 
are not ESOPs, as described in Treasury Regulation Section 54.4975-
11(a)(5).  

	As of January 1, 1998, all Employer Contribution Forfeitures 
which have arisen under the terms of the Retirement Plan and the 
ESOP shall have been allocated.  If an Employer Contribution 
Forfeiture must later be reestablished because a former Employee is 
rehired, the Employer shall contribute an amount to the Plan 
sufficient to reestablish that Employer Contribution Forfeiture.  
No unallocated amounts due to the limitation on benefits described 
at Code Section 415 exist with respect to the Plan.  

	Consequently, upon the conversion of the Retirement Plan and 
the ESOP into the 401(k) Plan, all of the following conditions will 
be met:

	1.	the sum of the balances of the Accounts in the 
Retirement Plan and the ESOP as of the conversion equals the Fair 
Market Value (determined as of the date of the plan conversion) of 
the assets of the 401(K) Plan; 

	2.	the assets of the Retirement Plan, the ESOP and the 
401(k) Plan are combined to form the assets of the 401(k) Plan as 
converted; and

	3.	Immediately after the conversion, each Participant in 
the 401(k) Plan has account balances equal to the sum of the 
Account balances the Participant had in the Retirement Plan and the 
ESOP.  

	On or after the conversion, the balance of a Participant's 
Accounts attributable to the conversion from the Retirement Plan 
shall be distributable only on or after events that were 
permissible under the Retirement Plan.  On and after the 
conversion, the balance of a Participant's Accounts attributable to 
the conversion from the ESOP shall be distributable only on or 
after events that were permissible under the ESOP.

	All assets held by the Trust associated with the 401(k) Plan 
including all assets transferred to the Trust from the Retirement 
Plan and the ESOP in the amendment, restatement, conversion and 
continuation of the 401(k) Plan effective January 1, 1998, shall be 
available to pay benefits accrued under the Retirement Plan and the 
ESOP as well as the benefits accrued under this amended, restated, 
converted and continued 401(k) Plan.  

	The provisions of this amended, restated, converted and 
continued Plan shall apply to an employee who is actively employed 
by the Employer on or after January 1, 1998, which is the date that 
this amended and restated, converted and continued Plan becomes 
operative.  The rights and benefits, if any, of an Employee whose 
employment terminated before such date shall be determined in 
accordance with the provisions of the Plan that were in effect on 
the date that such employment was terminated; provided, however, 
that if full distribution of such an Employee's Accounts(s) did not 
occur prior to January 1, 1998, then the provisions of the amended, 
restated, converted and continued Plan shall apply in determining 
the subsequent investment and distribution of such Account(s).  

2. DEFINITIONS

	Unless otherwise explicitly specified, the following words 
and phrases as used herein shall have the meanings set forth below 
and shall be interpreted as stated in this ARTICLE.

2.1 "Account" or "Accounts"

	shall mean the individual's accounts established and 
maintained in the name of each Participant pursuant to Section 5.1.  
These Accounts are as follows:

(a) Elective Deferral Account;
(b) Qualified Nonelective Employer Contribution Account;
(c) 401(k) Employer Stock Account;
(d) Employer Matching Account;
(e) Employer Profit Sharing Account;
(f) Indirect Rollover Account;
(g) Direct Rollover Account
(h) 401(k) Forfeiture Suspense Account;
(i) Retirement Plan Account;
(j) Prior Defined Benefit Pension Plan Account;
(k) Retirement Plan Forfeiture Suspense Account;
(l) ESOP Stock Account;
(m) ESOP Investment Account;
(n) PAYSOP Account; and
(o) ESOP Forfeiture Suspense Account

2.2 "Actual Deferral Percentage"

	shall mean the average of the ratios (calculated separately 
for each Participant employed by the Employer) of:

		(a)	the amount of Elective Deferrals actually paid 
over to the Trust Fund on behalf of such Participant for the 
Plan Year to

		(b)	the Participant's Compensation for Testing 
Purposes for such Plan Year.

	The term "Elective Deferrals" for purposes of this 
calculation shall include Elective Deferrals made pursuant to the 
Participant's Salary Deferral Agreement, including the 
Participant's Excess Elective Deferrals if the Participant is a 
Highly Compensated Employee, but shall exclude Elective Deferrals 
that are taken into account in the Contribution Percentage test 
(provided the Actual Deferral Percentage test is satisfied both 
with and without exclusion of these Elective Deferrals).  For 
purposes of computing Actual Deferral Percentages, an Eligible 
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.

2.3 "Administrative Committee"

	shall mean the committee which may be appointed by the 
Company to oversee the administrative duties of the plan as set 
forth in Section 16.1 and 16.2.

2.4 "Administrator"

	shall mean, with respect to the Plan, the Company. The Plan 
Administrator may from time to time delegate its administrative 
duties and responsibilities to the Administrative Committee or to 
other individuals in accordance with Section 16.4.

2.5 "Aggregate Limit"

	shall mean the sum of:

		(a)	one hundred twenty-five percent (125%) of the 
greater of the Actual Deferral Percentage of the Non-highly 
Compensated Employees of the Employer for the Plan Year or the 
Average Contribution Percentage of Non-highly Compensated Employees 
under the Plan subject to Section 401(m) of the Code for the Plan 
Year, and

		(b)	the lesser of two hundred percent (200%) or two 
plus the lesser of such Actual Deferral Percentage or Average 
Contribution Percentage.

	"Lesser" is substituted for "greater" in subsection (a), and 
"greater" is substituted for "lesser" after "two plus the" in 
subsection (b) if it would result in a larger aggregate limit.

2.6 "Allocation Date"

	shall mean the last day of a Plan Year.  The Administrator 
may, in its sole discretion, establish other Allocation Dates 
during a Plan Year; provided, however, that the use of one or more 
special Allocation Dates during a Plan Year shall not be applied so 
as to result in discrimination in favor of Employees who are Highly 
Compensated Employees.

2.7 "Allocation Period"

	shall mean the period between Allocation Dates.

2.8 "Annuity Starting Date:

	shall mean the first day of the first period for which an 
amount is payable as an annuity or any other form.  

2.9 "Average Contribution Percentage"

	shall mean the average of the Contribution Percentages of the 
Participants of the Employer.

2.10 "Beneficiary" 

	shall mean the recipient or recipients last designated by the 
Participant in writing on properly completed forms provided by the 
Employer who shall receive any benefits payable under the Plan upon 
the death of such Participant, subject, however, to the 
requirements of ARTICLE 7 and Section 7.3(d)(ii).  If no such valid 
designation of the Beneficiary has been received by the Employer 
prior to the date of death of the Participant, then such benefit 
shall be payable to the Participant's Spouse.  If the Spouse 
predeceases the Participant, or the Spouse dies before delivering a 
valid designation of Beneficiary of the Spouse's own to the 
Employer, then such benefit shall be payable to the natural or 
adopted children of the Participant per stirpes.  If none of the 
contingencies aforementioned herein result in the payment of a 
benefit, then such benefit shall be payable to the estate of the 
Participant in a single, lump sum.  The designation of a 
Beneficiary shall be made, changed or revoked in writing in the 
form and manner prescribed by the Employer.  In the event that a 
Beneficiary does not survive the Participant, the description of 
the Participant's Spouse as Beneficiary shall remain valid upon the 
divorce of the Participant and such Spouse unless the Participant 
names a new Beneficiary.  

2.11 "Board"

	shall mean the Board of Directors of the Company.

2.12 "Break in Service"

	shall mean a Plan Year in which the Participant is not 
credited with at least five hundred and one (501) Hours of Service 

2.13 "Code"

	shall mean the Internal Revenue Code of 1986, as amended.

2.14 "Committee"

	shall mean the Administrative Committee.

2.15 "Company"

	shall mean Dollar General Corporation, with principal offices 
at Nashville, Tennessee.

2.16 "Compensation"

	shall mean, with respect to each Participant, except as 
otherwise provided herein (1) regarding the computation of 
Qualifying Nonelective Employer Contributions described below, (2) 
the contribution allocation limitations described at Section 
5.7(d)(ii) hereof and (3) "Compensation for Testing Purposes" 
described at Section 2.17 hereof, for the calendar year in 
question, the Participant's wages from the Employer as reportable 
on U.S. Treasury Form W-2 from the Employer (wages, tips, other 
compensation).  More specifically, for purposes of this Section, 
such Compensation shall mean wages within the meaning of Section 
3401(a) of the Internal Revenue Code and all other payments of 
compensation to the Participant by the Employer (in the course of 
the Employer's trade or business) for which the Employer is 
required to furnish the Participant a written statement under 
Sections 6041(d), 6051(a)(3), and 6052 of the Code, determined 
without regard to any rules under Section 3401(a) of the Code that 
limit remuneration included in wages based on the nature or 
location of the employment or the services performed.  Compensation 
shall include Elective Deferrals and any amount which is contri-
buted by the Employer pursuant to a salary reduction agreement 
which is not includable in the gross income of the Employee under 
Section 125, 402(e)(3), 402(h) or 403(b) of the Code.

	Notwithstanding the foregoing, for purposes of this Section, 
"Compensation" shall exclude all of the following items (even if 
includable in gross income):

(1) reimbursements or other expense allowances;
 
(2) fringe benefits (cash and noncash);
 
(3) moving expenses;
 
(4) deferred compensation; and
 
(5) welfare benefits (such as health insurance or group 
term life insurance).

	The annual Compensation of each Participant taken into 
account hereunder for any Year shall not exceed $160,000, as 
adjusted for the cost-of-living in accordance with Section 
401(a)(17)(B) of the Code.  This limitation, however, shall be 
adjusted at the same time and in the same manner it is adjusted by 
the Secretary under Section 415(d) of the Code, except that the 
dollar increase in effect on January 1 of any calendar year is 
effective for the Plan Year beginning in such calendar year.  The 
cost-of-living adjustment in effect for a calendar year applies to 
any determination period beginning in such calendar year.

	Compensation with respect to an Employee for purposes of 
determining the Employee's share as a Participant of either 
Employer Profit Sharing Contributions or the Qualified Nonelective 
Contribution for any Allocation Period shall include only that 
Compensation paid to the Employee while the Employee was a 
Participant in that Allocation Period.  

	If the Plan determines Compensation on a period of time that 
contains fewer than 12 calendar months, then the annual 
Compensation limit is an amount equal to the annual Compensation 
limit for the calendar year in which the Compensation period begins 
multiplied by the ratio obtained by dividing the number of full 
months in the period by 12.

	The term "Compensation" is also defined at Section 5.7(d)(ii) 
for purposes of the Contribution allocation limitations described 
in that section only.

2.17 "Compensation for Testing Purposes"

	shall mean total compensation while a Participant as reported 
on Participant's Internal Revenue Service Form W-2plus any amount 
which is contributed by the Employer pursuant to  salary reduction 
agreement which is not includable in the gross income of the 
Participant under Section 125, 401(e)(3), 401(h) or 403(b) of the 
Code.  At the election of the Administrator, Compensation for 
Testing Purposes shall mean, in the alternative for a Plan Year, a 
definition of compensation permitted under Internal Revenue Service 
regulations which results, in the opinion of the Administrator, in 
the Plan's compliance with the Actual Deferral Percentage test and 
Average Contribution Percentage test with the best combination of 
the least amount of Excess Contributions and Excess Aggregate 
Contributions for the Plan Year.

2.18 "Contribution Percentage"

	shall mean the ratio (expressed as a percentage carried out 
to two decimal points) of the Participant's Contribution Percentage 
Amount to the Participant's Compensation for Testing Purposes for 
that portion of the Plan Year during which the Participant was a 
Participant.

2.19 "Contribution Percentage Amount"

	shall mean the aggregate of Employer Matching Contributions 
and Qualifying Non-Elective Employer Contributions made under the 
Plan on behalf of the Participant for each Allocation Period for 
which testing is done.  Such Contribution Percentage Amount shall 
also include Forfeitures of Excess Aggregate Contributions or 
Matching Contributions allocated to the Participant's Accounts 
which shall be taken into account in the Allocation Period in which 
such Forfeitures are allocated.  The Employer also may elect to 
include each Participant's Elective Deferrals in the Contribution 
Percentage Amount so long as the Actual Deferral Percentage test is 
met before the Elective Deferrals are used in the Average 
Contribution Percentage test and continues to be met following the 
exclusion of those Elective Deferrals that are used to meet the 
Average Contribution Percentage test.

2.20 "Controlled Group Member"

	shall mean, except to the extent this term may be modified in 
accordance with Section 5.7 (d)(vi), as follows:

		(a)	any corporation which is a member of a controlled 
group of corporations (as defined in Section 414(b) of the 
Code) of which the Employer is a member,

		(b)	any organization which is a member of a group of 
trades or businesses (whether or not incorporated) which is 
under common control with respect to the Employer (as defined 
in Section 414(c) of the Code),

		(c)	any organization which is a member of an 
affiliated service group (as defined by Section 414(m) of the 
Code), or

		(d)	any other entity required to be aggregated with 
the Employer pursuant to Section 414(o) of the Code and the 
regulations thereunder; but only for the period during which 
such other corporation, trade or business, organization or 
entity and the Employer are members of such controlled group 
of corporations, are under such common control, are serving 
as such affiliated service group or are required to be 
aggregated.

	All employees of Controlled Group Members shall be treated as 
employed by a single employer and all Controlled Group Members 
shall be considered to be a single Employer.

2.21 "Credit Balance"

	shall mean the sum of total of all accounts maintained on 
behalf of a Participant.

2.22  "Disability"

	shall mean the inability to engage in any substantial gainful 
activity by reason of any medically determinable physical or mental 
impairment that can be expected to result in death or to be of 
continuous and indefinite duration.  The permanence and degree of 
such impairment shall be supported by medical evidence.  The 
determination of Disability shall be made by the Administrator, in 
its sole discretion based on the available medical evidence.

2.23 "Early Retirement Date"
	shall be the date the Participant (i) has attained fifty-five 
years of age and (ii) has been credited with at least ten (10) 
Years of Service.  A Participant who is credited with at least ten 
(10) Years of Service, but whose Service has terminated before the 
Participant's attaining fifty-five (55) years of age shall be 
deemed to have reached the Participant's Early Retirement Date on 
the Participant's fifty-fifth birthday.  

2.24 "Effective Date"
	shall mean January 1, 1998 for this amendment, restatement, 
conversion and continuation of the Dollar General Retirement Plan 
(originally effective January 1, 1982) and the Dollar General 
Corporation Employee Stock Ownership Plan (originally effective 
January 1, 1984).

2.25 "Elective Deferrals"

	shall mean contributions made to the Plan on behalf of the 
Participant by the Employer at the election of the Participant 
pursuant to a Salary Deferral Agreement in lieu of cash 
Compensation to the Participant, pursuant to Section 4.1.

2.26 "Eligible Employee"

	shall mean any Employee who becomes eligible, after 
completing such eligibility requirements as are described at 
Section 3.1 of this Plan, to make an Elective Deferral (if the 
Employer takes such Elective Deferral Contributions into account in 
the calculation of the Contribution Percentage), or to receive a 
Qualified Matching Contribution or Regular Matching Contribution 
(including Forfeitures thereof).  If an 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 
an Elective Deferral shall be treated as an Eligible Employee on 
behalf of whom no Elective Deferrals are made.  Although a rollover 
will be accepted by the Plan pursuant to its terms anytime after an 
individual becomes an Employee, that individual will not be 
eligible to share in Employer contributions or make Elective 
Deferrals until the Participant becomes an "Eligible Employee".

2.27 "Employee"

	shall mean any common law employee of the Employer 
maintaining the Plan or of any other employer required to be 
aggregated with the Employer under Section 414(b), (c), (m) or (o) 
of the Code, other than the following:

		(a)	Employees included in a unit of employees covered 
by a collective bargaining agreement between the Employer and 
employee representatives, unless retirement benefits were the 
subject of good faith bargaining, if two percent or less of 
the employees of the Employer who are covered pursuant to 
that agreement are professionals as defined in Section 
1.410(b)-9(g) of the Regulations, and if such agreement, by 
specific reference to the plan, provides for participation in 
the plan.  For this purpose, the term "Employee 
representatives" does not include any organization more than 
half of whose members are employees who are owners, officers 
or executives of the Employer.

		(b)	individuals who would be considered "Leased 
Employees", except for the limited purposes described in 
Section 3.9 hereof.

		(c)	An employee who makes a one-time irrevocable 
election upon the employee's commencement of employment with 
the Employer or upon the employee's first becoming eligible 
under the Plan not to receive accruals or other benefits 
under this Plan.

2.28 "Employee Stock Ownership Plan"

	shall mean the Dollar General Corporation Employee Stock 
Ownership Plan which is hereby amended, restated, converted and 
continued, together with the Retirement Plan, as of January 1, 1998 
as the Dollar General Corporation 401(k) Savings and Retirement 
Plan and which remains an ESOP to the extent required by Treasury 
Regulation Section 54.4975-11(a)(5) as a portion of this Profit 
Sharing Plan.

2.29 "Employer"

	shall mean the Company, and any Controlled Group Member that 
has adopted the Plan, with the approval of the Board and the Board 
of Directors of the Controlled Group Member.  Employer shall also 
include any partnership in which the Company has an interest and 
which is permitted by the Board to adopt the Plan.

2.30 "Employer Accounts"

	shall mean the following individual Accounts, which are 
subject to the Vesting Schedule:

(a) Employer Matching Account;
(b) Employer Profit Sharing Account;
(c) Retirement Plan Account;
(d) ESOP Stock Account; 
(e) ESOP Investment Account; and
(f) ESOP Forfeiture Account

	Note that the Qualifying Nonelective Employer Contribution 
Account and the 401(k) Employer Stock Account, while both are 
Employer Contributions, are fully vested at all times and hence 
neither the Qualified Nonelective Employer Contribution Account nor 
the 401(k) Employer Stock Account is included as an Employer 
Account.  Likewise the Prior Defined Benefit Pension Plan Account, 
which was transferred from a prior qualified defined pension plan 
maintained by the Sponsoring Employer which has been terminated by 
the Sponsoring Employer is derived from Employer Contributions and 
is fully vested at all times.  Hence the Prior Defined Benefit 
Pension Plan Account is not included as an Employer Account either.  
The 401(k) Forfeiture Suspense Account, the Retirement Plan 
suspense Account and the ESOP Suspense Accounts are credited with 
nonvested amounts after the application of the Vesting Schedule to 
the above Employer Accounts, as described herein, and prior to 
forfeiture, and hence such Forfeiture Accounts are not subject to 
the Vesting Schedule.  

2.31  "Employer Contribution Forfeiture"

	shall mean the non-vested portion of a Participant's Employer 
Accounts (other than the Forfeiture Suspense Account) which are 
forfeited pursuant to the Plan's Vesting Schedule.  Such 
Forfeitures under this Plan, shall be used to offset targeted 
Employer Matching Contributions.  Forfeiture shall be computed only 
as of the last day of the Plan Year, and not as of any other 
Allocation Dates in the Plan Year.

2.32 "Employer Contributions"

	shall mean, with respect to the 401(k) Plan, the Qualified 
Nonelective Employer Contributions, the Employer Matching 
Contributions and the Employer Profit Sharing Contributions.  

2.33 "Employer Matching Contributions"

	shall mean the Contributions made to the Plan pursuant to 
Section 4.3 on behalf of a Participant who makes Elective Deferrals 
to the Plan.

2.34 "Employer Profit Sharing Contributions"

	shall mean those Employer contributions (other than 
Qualifying Nonelective Contributions and Employer Matching 
Contributions).

2.35  "Entry Date"

	shall mean January 1, April 1, July 1 and October 1 each Plan 
Year.

2.36 "ERISA"

	shall mean Public Law 93-406, popularly known as the 
"Employee Retirement Income Security Act of 1974", as amended.

2.37 "ESOP"

	shall mean the Employee Stock Ownership Plan.

2.38 "ESOP Accounts"

	shall mean the following individual Accounts:

(a) the ESOP Stock Account;
(b) the ESOP Investment Account;
(c) the PAYSOP Account; and
(d) the ESOP Suspense Account.

2.39 "Excess Aggregate Contributions"

	shall mean, with respect to any Plan Year, the excess of:

(a) The aggregate Contribution Percentage Amounts taken 
into account in computing the numerator of the 
Contribution Percentage actually made on behalf of 
Highly Compensated Employees for such Plan Year, over
 
(b) (b)The maximum Contribution Percentage Amounts permit-
ted by the Average Contribution Percentage 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 Section 2.41 and then 
determining Excess Contributions pursuant to Section 2.40.

2.40 "Excess Contributions"

	shall mean, with respect to any Plan Year, the excess of:

(a) The aggregate amount of Elective Deferrals actually taken 
into account in computing the Actual Deferral Percentage of 
Highly Compensated Employees for such Plan Year, over
 
(b) The maximum amount of such Contributions permitted by the 
Actual Deferral Percentage test (determined by reducing 
Contributions made on behalf of Highly Compensated Employees 
in order of the Actual Deferral Percentages, beginning with 
the greatest dollar amount of deferrals.

2.41 "Excess Elective Deferrals"

	shall mean those Elective Deferrals that are includable in a 
Participant's gross income under Section 402(g) of the Code 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.

2.42 "Fair Market Value"

	shall mean the with respect to Employer Stock which is a 
"registration type class of securities" as described at Code 
Section 409(a)(2) and thus has a generally recognized market as 
described in ERISA.  If the Employer Stock is not a "registration 
type class of securities" traded on a "generally recognized market" 
the fair market value of Employer Stock shall be made by an 
independent party experienced in preparing appraisals of closely 
held corporations who met requirements similar to requirements 
under Section 170(a)(1) and 401(c)(28)(C) of the Code and any 
regulation promulgated thereunder.  

2.43 "Five-Percent Owner"

	shall mean any person who owns (or is considered as owning 
within the meaning of Section 318 of the Code) more than five 
percent (5%) of the outstanding stock of a corporate Employer or 
stock possessing more than five percent (5%) of the total combined 
voting power of all stock of the Employer or more than five percent 
(5%) of the interest in the non-corporate Employer.

2.44  "Forfeiture Suspense Account"

	shall mean each individually, or in the aggregate, the 401(k) 
Forfeiture Suspense Account, the Retirement Plan Forfeiture 
Suspense Account and the ESOP Suspense Account which hold Account 
balances after a Participant's termination of Service and prior to 
such balances becoming Employer Contribution Forfeitures.  Provided 
records are kept which protect the Participants' benefits, rights 
and features as described in Treasury Regulation Section 
1.401(a)(4) and the "Section 411(d)(6) protected benefits" as 
described in Treasury Regulation Section 1.411(d)-4, the 
recordkeeper for the Plan may establish and maintain all such 
Accounts, for recordkeeping purposes only, as a single Forfeiture 
Suspense Account.  

2.45 "401(k) Discrimination Forfeitures"

	shall mean, with respect to testing for nondiscrimination 
under this Plan, any Excess Contributions distributed pursuant to 
Section 5.2(e) and Excess Aggregate Contributions forfeited 
pursuant to Section 5.5(b)

2.46 "401(k) Plan"

	shall mean this Plan.  

2.47 "401(k) Plan Accounts"

	shall mean the following individual Accounts:

(a) Elective Deferral Account;
(b) Qualified Nonelective Employer Contribution Account;
(c) 401(k) Employer Stock Account;
(d) Employer Matching Account;
(e) Employer Profit Sharing Account;
(f) Individual Rollover Account; and
(g) Direct Rollover Account.

2.48 "Highly Compensated Employee"

	shall mean any Employee who performs Service for the Employer 
who:

(a) was a Five Percent Owner at any time during the year 
or the preceding year; or
 
(b) for the preceding year:

(i) had compensation from the Employer in excess of 
$80,000, as adjusted pursuant to Section 415(d) 
with a base period of September 30, 1996; and
 
(ii) was in the top-paid group of Employers for such 
year.

	An Employee shall be deemed in the top-paid group of 
Employees for any year in such Employee is in the group consisting 
of the top 20 percent of Employees when ranked on the basis of 
Compensation paid during the year.

2.49 "Hour of Service"

	shall mean the following:

(a)	Each hour for which an Employee is paid, or entitled to 
payment, for the performance of duties for the Employer during the 
applicable computation period.
 
(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 Service 
relationship has terminated, but earned or accrued while employed) 
due to vacation, holiday, illness, incapacity (including disability 
up to five (5) months), jury duty, military duty or Leave of 
Absence; provided, however, that, with respect to this subsection:

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

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

	(c)	Each hour for which an Employee is absent from work for 
any period by reason of the pregnancy of the Employee, the birth of 
a child of the Employee, placement of a child with the Employee in 
connection with the adoption of such child by such Employee or for 
purposes of caring for such child, but solely for determining 
whether an Employee has incurred a Break in Service.  The hours to 
be credited to such Employee in accordance with this subparagraph 
shall be the Hours of Service which otherwise would normally have 
been credited to such Employee but for such absence, or in any case 
in which the Plan Administrator is unable to determine such Hours 
of Service, eight (8) Hours of Service per day of such absence; 
provided, however, that with respect to this subsection:

			(i)	no more than five hundred and one (501) 
Hours of Service shall be credited to an Employee by 
reason of any one (1) such pregnancy or placement,

			(ii)	such hours shall be treated as Hours of 
Service in the Plan Year in which the absence from work 
begins, if the Employee would be prevented from 
incurring a Break in Service in such Plan Year solely 
because periods of absence are treated as Hours of 
Service, or in any other case, in the immediately 
following year, and

			(iii)	no Hours of Service will be credited unless 
the Employee furnishes to the Plan Administrator such 
timely information as the Plan Administrator may 
reasonably require to establish that the absence from 
work is for reasons referred to in this subsection 
including a statement of the number of days for which 
there was such an absence.

	(d)	Each hour for which back pay, irrespective of 
mitigation of damages, is either awarded or agreed to by the 
Employer.  The same hours shall not be credited both under 
subsection (a), (b) or (c) and under this subsection.  Hours 
credited for back pay under this subsection with respect to periods 
described in subsection (b) shall be subject to the limitations set 
forth in subsection (b).

	The provisions of paragraph (b) and (c) of 29 CFR 2530.2b-2 
shall be observed in crediting Hours of Service under this Section, 
which paragraphs are incorporated herein by reference. 

2.50 "Inactive Participant"

	shall mean a Participant (or former Participant who has a 
balance remaining in the Participant's Accounts) who is not 
entitled to share in the allocation of Qualified Non-elective 
Employer Contributions, Employer Matching Contributions and 
Employer Profit Sharing Contributions for a Plan Year because the 
Participant has not met the requirements set forth in Sections 4.2, 
4.3 and 4.4, respectively.

2.51 "Investment Committee"

	shall mean the committee which may be, at its discretion, 
appointed by the Board, and accepts the fiduciary duty, to oversee 
the investment options (including mutual funds, common trust funds 
and group annuity contracts) and Employer Stock provided under the 
Plan (other than Employer Stock automatically invested in the 
401(k) Employer Stock Account or the ESOP Stock Account to which 
Participants may direct investments. Their duties include 
development and maintenance of the Plan's investment policy, 
selection of appropriate investment funds among which Participants 
can choose to allocate their Account balances as described in 
Section 0 hereof, and selection of specific investment advisors 
within such a fund (if applicable).

2.52 "Leased Employee"

	shall mean any person (other than an employee of the 
recipient employer) who pursuant to an agreement between the 
recipient employer and any other person ("leasing organization") 
has performed services for the recipient employer (or for the 
recipient and related persons determined in accordance with Section 
414(n)(6) of the Code) on a substantially full-time basis for a 
period of at least one (1) year, and such services are performed 
under the primary direction or control of the service recipient.  
Contributions or benefits provided a Leased Employee by the leasing 
organization which are attributable to services performed for the 
recipient employer shall be treated as provided by the recipient 
employer.

2.53 "Life Annuity"

	shall mean an immediate annuity provided for payment of a 
level monthly amount for the Participant's lifetime.  

2.54 "Non-Highly Compensated Employees"

	shall mean those Employees who are not Highly Compensated 
Employees.

2.55 "Normal Retirement Age"

	shall mean sixty-five (65) years of age.

2.56 "Normal Retirement Date"

	shall mean the last day of the month in which a Participant 
attains the Participant's sixty-fifth (65th) birthday.

2.57 "Participant"

	shall mean an Employee who meets all conditions of 
eligibility under Section 3.1 and participates in the Plan in 
accordance with the  sections of ARTICLE 3.

2.58 "Plan Administrator"

	shall mean the Administrator.

2.59 "Plan"

	shall mean this plan entitled the Dollar General Corporation 
401(k) Savings and Retirement Plan, as contained herein and as 
amended from time to time.

2.60 "Plan Year"

	shall mean the twelve (12) consecutive month period of 
January 1 through December 31.

2.61 "Prior Plan Account"

	shall mean the accounts derived from a Participant's 
participation in the prior defined benefit pension plan maintained 
by the Sponsoring Employer which were transferred to the Retirement 
Plan on the termination of that prior defined benefit pension plan.  

2.62 "Qualified Domestic Relations Order"

	shall mean a court order described in Section 16.6 of the 
Plan.  

2.63  "Qualified Joint and Survivor Annuity"

	shall mean an immediate annuity providing a level monthly 
amount for the life of the Participant with a survivor annuity for 
the life of the spouse which is equal to fifty percent (50%) of the 
amount of the annuity that is payable for the joint lives of the 
Participant and the spouse; the Qualified Joint and Survivor 
Annuity may be waived as provided in Articles 9, 10 and 11.

2.64 "Qualified Nonelective Employer Contributions"

	are described at Section 4.2 hereof and shall mean Employer 
contributions (other than Employer Matching Contributions, Employer 
Profit Sharing Contributions or Employee Elective Deferrals treated 
as Employer contributions under Section 401(k)).

2.65 "Qualified Preretirement Survivor Annuity"

	shall mean the survivor annuity purchased with one hundred 
percent (100%) of the remaining Vested Account balance of a 
Participant who dies before receiving full distribution of the 
Participant's Vested Account balance in the Plan; the Qualified 
Preretirement Survivor Annuity may be waived as provided in 
Articles 9, 10 and 11.  

2.66  "Retirement Plan"

	shall mean the Dollar General Retirement Plan which was a 
money purchase pension plan originally effective on January 1, 1982 
and last restated completely effective January 1, 1989.  

2.67 "Retirement Plan Accounts"

	shall mean the following individual Accounts:

(a) the Retirement Plan Account;
(b) the Retirement Plan Forfeiture Account; and
(c) the PAYSOP Account.

2.68 "Salary Deferral Agreement"

	shall mean the participation form wherein a Participant 
elects to have the Employer make Elective Deferrals of what would 
have been the Participant's Compensation to the Plan (but for such 
Salary Deferral Agreement).

2.69 "Service"

	shall mean the Employee's employment with the Employer.  For 
purposes of the computation of the "Year of Eligible Service," 
"Year of Service" and "Year of Vesting Service", Service for the 
Employer, if any, prior to the Effective Date of this Plan 
amendment, restatement, conversion and continuation shall be 
included, but only to the extent it was included as a "Year of 
Service" for purposes of determining eligibility, service or 
vesting, respectively, under either the Retirement Plan or the 
ESOP.  In no event shall the same Period of Service be counted 
twice under this Plan.  A Participant's Service past the 
Participant's Normal Retirement Date shall continue to be counted 
hereunder.

2.70 "Spouse"

	shall mean the actual Spouse of a Participant or a former 
Spouse of the Participant if and to the extent such former Spouse 
is to be treated as a Spouse or surviving Spouse under a qualified 
domestic relations order described in Section 414(p) of the Code.

2.71 "Trust"

	shall mean the trust established under the Trust Agreement.

2.72 "Trust Agreement"

	shall mean the trust instrument established pursuant to and 
as an integral part of this Plan, as amended.

2.73 "Trust Fund" or "Fund"

	shall mean the assets held by the Trustee pursuant to the 
Trust Agreement.

2.74 "Trustee"

	shall mean the trustee or co-trustees appointed by the Board 
or by other corporate action to hold and invest the assets of the 
Trust Fund pursuant to ARTICLE 17.  As of the Effective Date of 
this Plan amendment, restatement, conversion and continuation, 
Capital Guardian Trust Company shall be the Trustee, provided that 
another party or parties may also be appointed to serve as co-
trustee of the assets of the Trust Fund for which Capital Guardian 
Trust Company does not serve as Trustee.

2.75 "Vested"

	shall mean the portion of an Account to which a Participant 
has a nonforfeitable interest as determined under Section 8.2 
hereof.  

2.76 "Vested Benefit"

	shall mean the portion of all of the Accounts to which a 
Participant has a nonforfeitable interest as determined under 
Section 8.2.

2.77 "Vesting Schedule"

	shall mean that schedule set out at Section 8.2 hereof, and 
the top-heavy vesting schedule set out at Section 15.3, hereof 
which describes the Years of Vesting Service required for the 
nonforfeitability of Account balances of a Participant.  

2.78 "Year of Eligibility Service"

	shall mean the twelve (12) consecutive month period measured 
from the date of hire during which the Employee is credited with 
1,000 or more Hours of Service.  If the Employee does not work 
1,000 Hours of Service during the first twelve (12) month period as 
measured from the date of hire, then the Year of Eligibility 
Service be based on a Year of Service definition at Section 2.79 
which is based on the Plan Year, beginning with such Year of 
Service commencing with or within the initial twelve (12) month 
period beginning on date of hire and on each subsequent Plan Year.  
The computation of Years of Eligibility Service before and after a 
Break in Service are subject to the provisions of Section 3.3 
hereof.

2.79 "Year of Service"

	shall mean a Plan Year in which an Employee is credited with 
1,000 Hours of Service.  In computing an Employee's Service after a 
Break in Service the Employee's Service before the Break in Service 
shall be disregarded until the Employee is credited with a Year of 
Service after the Break in Service.  

2.80 "Year of Vesting Service"

	shall mean the Employee's Years of Service  The computation 
of Years of Vesting Service before and after a Break in Service are 
subject to the provisions of Section 8.4(d) hereof.  

3. ELIGIBILITY AND PARTICIPATION

3.1 Eligibility

An Employee shall become an Eligible Employee after the later 
of (a) completing one (1) Year of Eligibility Service, and (b) 
attaining twenty-one (21) years of age.

3.2 Participation

		(a)	Every person who was a Participant in either the 
Retirement Plan or the ESOP, and who on the Effective Date of this 
amendment, restatement, conversion and continuation of this Plan 
was an Employee of an Employer shall be eligible to participate in 
this Plan according to its terms and conditions, and shall 
automatically become a Participant in this Plan as of such 
Effective Date by executing an application form in accordance with 
ARTICLE 4 and a Salary Deferral Agreement in accordance with 
Section 4.1.

		(b)	Each Employee who is not already a Participant 
pursuant to subsection (a) shall become a Participant on the next 
Entry Date into the Plan on or next following the date the Employee 
becomes an Eligible Employee.

		(c)	An Eligible Employee shall remain an Eligible 
Employee until the Participant retires, dies, or otherwise 
terminates employment with the Employer, and shall remain an 
Inactive Participant until the Participant no longer maintains any 
Account balance in the Plan.

3.3 Reemployment

	If an Employee who is an Eligible Employee terminates Service 
and then is reemployed by the Employer, the Employee will be 
eligible as a Participant as of the date of the Participant's 
reemployment, provided the Employee as of termination of Service 
had a Vested interest in any Account as a Participant.  However, if 
the Employee has no Vested Account balance as of termination of 
Service and the Employee's Breaks in Service equal or exceed the 
Employee's actually credited Years of Service, or if greater, five 
(5) Breaks in Service, the Employee must satisfy the requirements 
again for eligibility in this Plan and shall begin to participate 
only on the next Entry Date on or next following the date the 
Employee becomes an Eligible Employee once more.  

3.4 Return to Eligible Class

	In the event a Participant becomes no longer a member of an 
eligible classification of Employees and therefore becomes 
ineligible to participate, but has not incurred a Break in Service 
before returning to an eligible classification of Employee, such 
Employee will participate again immediately upon returning to an 
eligible classification of Employees.  If such Participant, 
however, incurs a Break in Service, eligibility will be determined 
pursuant to Section 3.2.  In the event an Employee who is not a 
member of an eligible classification of Employees becomes a member 
of an eligible classification, such Employee will participate 
immediately if such Employee has satisfied the minimum age and 
service requirements and would have otherwise, but for such 
classification, previously become a Participant.

3.5 Transfers Among Employers Which Are Controlled Group 
Members or Among Employers which are Majority Owned

	A transfer of an Employee directly from one Employer which is 
a Controlled Group Member or from a business organization of which 
the Company owns the majority thereof (i.e., a majority owned 
Employer) to another shall not constitute a termination of 
employment or an interruption in Service; provided, however, that 
there shall be no duplication of benefits.  The Accounts, if any, 
attributable to a Participant's Service with the Employer from 
which the Participant transferred shall be retained in such 
Employer's Plan, shall be credited or charged with earnings, losses 
and expenses in accordance with Section 5.4 hereof and shall 
continue to vest based on the Participant's continued Years of 
Vesting Service under that Employer to which the Participant 
transferred.  Immediately upon the Participant's transfer, such 
Employee shall participate in the plan of the Employer to which the 
Participant transferred; provided, however, that the Participant's 
Years of Vesting Service for determining the Participant's 
nonforfeitable benefit under the Plan of the Employer from which 
the Participant transferred shall count as service for purposes of 
vesting under the plan of the Employer to which the Participant 
transferred.

3.6 Acceptance

	The Plan shall not be deemed either to constitute a contract 
between the Employer and any Employee or Participant or to be a 
consideration or an inducement for the employment of any Employee 
or Participant.  No provision of the Plan shall be deemed to 
abridge or limit any managerial right of the Employer or to give 
any Employee or Participant the right to be retained in employment, 
or to interfere with the right of the Employer to discharge any 
Employee or Participant at any time, regardless of the effect which 
such discharge may have upon the Participant as a Participant.  By 
the Participant's act of participation herein, each Participant, on 
behalf of himself, the Participant's heirs, assigns and Beneficiary 
or Beneficiaries shall be deemed conclusively to have agreed to and 
accepted the terms and conditions of the Plan.

3.7 Employees Who Are Officers, Shareholders or Highly 
Compensated

	Highly Compensated Employees, officers or shareholders of the 
Employer may participate hereunder on and after the Effective Date 
only if they meet the same eligibility requirements which must be 
met by other Employees as stated in Section 3.2.

3.8 Absence in the Armed Services

	If an Employee leaves the Service of the Employer to enter 
the uniformed services of the United States of America but returns 
to Service with the Employer under circumstances, and within the 
time limits, described by Public Law 103-353, popularly called the 
"Uniformed Services Employment and Reemployment Rights Act of 1994" 
("USERRA"), such as would entitle the Employee to coverage under, 
and the protection of, USERRA, then such Employee, to the extent 
required by law:

		(a)	shall be treated as not having incurred a Break 
in Service by reason of such person's period or periods of service 
in the uniformed services;

		(b)	shall be treated as if each period served by the 
person in the uniformed services constituted Service with the 
Employer for purpose of determining the nonforfeitability of the 
person's Accounts and for the purpose of determining the person's 
eligibility to share in the allocation of contributions under this 
Plan; and

		(c)	shall have the obligation of the Employer under 
the Plan to fund benefits as described herein in accordance with 
USERRA.

3.9 Leased Employee

		(a)	Leased Employees shall not be eligible to 
participate in the Plan.  

		(b)	However, for purposes of testing compliance of 
the Plan with the nondiscrimination rules of section 401(a)(4) of 
the Code, the participation rules of section 401(a)(26) of the Code 
and the coverage rules of section 410(b) of the Code, Leased 
Employees shall be considered to be "Employees."  However, an 
individual who would otherwise be treated as a Leased Employee for 
purposes of this paragraph shall not be treated as an Employee of 
the Employer if:

			(i)	such Leased Employee is covered by a plan 
maintained by the leasing organization which is a 
qualified non-integrated money purchase pension plan 
providing: (i) an employer contribution of at least ten 
percent (10%) of the Leased Employee's compensation, 
(ii) full and immediate vesting, and (iii) immediate 
eligibility to participate for any Leased Employee who, 
in each plan year during the four (4)-year period 
ending with the current plan year, has compensation in 
excess of one thousand dollars ($1,000); and

			(ii)	the number of Leased Employees do not 
constitute more than twenty percent (20%) of the non-
Highly Compensated Employees of the Employer.

4. CONTRIBUTIONS

4.1 Elective Deferrals

		(a)	In General.  Each Participant will be eligible to 
make Elective Deferrals under the Plan.  Each Participant (or any 
Employee who will soon be eligible to become a Participant) who 
desires to make Elective Deferrals shall enter into a Salary 
Deferral Agreement, which shall be confirmed in writing to the 
Participant (or the Employee who will soon be eligible to become a 
Participant) by the recordkeeper for the Plan.  The terms of the 
Salary Deferral Agreement shall provide that the Participant agrees 
to accept a reduction in Compensation from the Employer by not less 
than one percent (1%) and not more than fifteen percent (15%), in 
whole percentage points.  (In the future the Administrator shall 
have the option to permit specific dollar amounts of Elective 
Deferrals when the recordkeeping system can handle such 
information.)  However, in no event shall the reduction in 
Compensation, when added to the amounts allocated, in the 
aggregate, to the Participant's Qualified Nonelective Employer 
Contributions Account, Matching Contributions Account or the 
Employer Profit Sharing Account, exceed the Code 415 limits on 
benefits outlined in Section 5.7 for the Limitation Year (as that 
term is defined therein).

		(b)	Salary Deferral Elections.  In consideration of 
such Salary Deferral Agreement, each payroll period the Employer 
will make a contribution equal to each Participant's chosen 
Elective Deferral to the Plan for such payroll period within thirty 
(30) days from the end of that payroll period.  Each Participant's 
Compensation shall be reduced correspondingly by the amount of that 
Participant's Elective Deferral during the payroll period by the 
Employer pursuant to the Salary Deferral Agreement.  

	A first Salary Deferral Agreement may be entered into by and 
between the Employer (or the Employee who will soon be eligible to 
become a Participant) and the Employer over the voice response unit 
of the recordkeeper for the Plan, unless the Employer provides for 
a different procedure to handle Salary Deferral Agreements in the 
future.  The first Salary Deferral Agreement shall be confirmed in 
writing with the Participant (or Employee who will soon be eligible 
to become a Participant) by the recordkeeper as soon as 
practicable.  After a Participant's Salary Deferral Agreement is 
confirmed, the recordkeeper shall notify the Employer of the Salary 
Deferral Agreement, also as soon as practicable.  The first Salary 
Deferral Agreement shall then apply to each subsequent payroll 
period, beginning as of the first day of the first full payroll 
period beginning on or after the next Entry Date after receipt by 
the Employer of notice of the Salary Deferral Agreement, and after 
entry of the Participant's Elective Deferral amount by the Employer 
into the Employer's payroll system as soon as practical thereafter.  
The Salary Deferral Agreement shall continue until such time as the 
Participant elects otherwise as provided herein or terminates 
employment.

	Once a Participant has enrolled in the Plan, the 
Participant's Salary Deferral Agreement may be amended to change 
the amount of Elective Deferral at any time by the Participant by 
entering into a new Salary Deferral Agreement.  The Participant may 
enter into a new Salary Deferral Agreement over the voice response 
unit of the recordkeeper. The new Salary Deferral Agreement shall 
be effective as of the first day of the first full payroll period 
beginning on or after receipt by the Employer of notice of the 
amendment from the recordkeeper, and after entry of the 
Participant's change of Elective Deferral into the Employer's 
payroll system as soon as practical thereafter.  The recordkeeper 
shall confirm the new Salary Deferral Agreement in writing to the 
Participant as soon as practicable.

	A Participant may elect to completely stop the Elective 
Deferrals at any time by notifying the recordkeeper for the Plan.  
A notice of cessation of Elective Deferrals shall be effective as 
of the first day of the first payroll period on or after receipt by 
the Employer of notice of the suspension from the recordkeeper, and 
after entry of the Participant's cessation of Elective Deferrals 
into the Employer's payroll system as soon as practical thereafter.  
The recordkeeper shall confirm such cessation of Elective Deferrals 
in writing to the Participant as soon as practicable.  A cessation 
of Elective Deferrals shall be considered to continue until the 
Participant enters into a new Salary Deferral Agreement with the 
recordkeeper through the voice response unit of the recordkeeper 
for the Plan.

	The Salary Deferral Agreement of a Participant who is a 
Highly Compensated Employee may be amended by the Administrator at 
any time and from time to time without the consent of the Highly 
Compensated Employee to decrease or completely stop the amount of 
the Elective Deferrals for the balance of a Plan Year if an interim 
or prospective Actual Deferral Percentage test study indicates that 
the Participant will have Excess Contributions or Excess Aggregate 
Contributions for the Plan Year.  Notice of such amendment shall be 
given each affected Highly Compensated Employee in writing as soon 
as practicable after the amendment by the recordkeeper.  A Highly 
Compensated Employee affected by the amendment must enter into a 
new Salary Deferral Agreement in order to reestablish or change the 
Highly Compensated Employee's Elective Deferrals during the next 
following Plan Year.

	In accordance with Section 401(k) of the Code, all amounts 
withheld from a Participant's Compensation in accordance with this 
Section and contributed as Elective Deferrals to the Plan shall not 
be included in the gross income for the Participant for federal 
ordinary income tax purposes, and shall be deemed for tax purposes 
to be an Employer contribution to the Plan.  Such Contributions 
shall be included in gross income for FICA and FUTA tax purposes.

4.2 Qualified Nonelective Employer Contributions

	The Employer may make contributions to the Plan on behalf of 
all Participants who are Highly Compensated Employees or Non-Highly 
Compensated Employees which shall be treated as Qualified 
Nonelective Employer Contributions to the extent, as determined by 
the Administrator, such Qualified Nonelective Employer 
Contributions may be used to meet the nondiscrimination 
requirements of Code Section 401(k)(3)(A)(ii) or the comparability 
requirements of Section 401(l) of the Code (in which case, but only 
in this case, the contribution shall be considered to be an 
Employer Profit Sharing Contribution for purposes of only Section 
401(l) of the Code).  In this regard all or part of the Qualified 
Nonelective Employer Contributions made with respect to any or all 
such Participants being tested may be treated as Elective 
Deferrals.  Qualified Nonelective Employer Contributions, if made, 
shall be paid to the Trust on or before the time provided for a 
deduction for the contribution:  that is, on or before the due 
date, plus extensions, of the Employer's annual tax return covering 
such Plan Year.  Contributions made within such period after the 
Plan Year shall still be treated as having been paid in that Plan 
Year.  The amount of Qualified Nonelective Employer Contributions 
shall be determined annually by the Employer as a discretionary 
contribution, and the Employer shall not be required to contribute 
Qualified Nonelective Employer Contributions to the Plan for any 
Plan Year or for every Plan Year.  Qualified Nonelective Employer 
Contributions shall be allocated pursuant to Section 5.3(a) hereof.  
If the Employer so determines, the first one-half (1/2) of one 
percent (1%) of the discretionary Qualified Nonelective Employer 
Contributions each Plan Year may be made in Employer Stock, or used 
to acquire Employer Stock.

4.3 Employer Matching Contributions

	The Employer may make Employer Matching Contributions to the 
Plan.  Employer Matching Contributions, if made, shall be paid to 
the Trust with respect to each payroll period on behalf of each 
Participant who elects to have the Elective Deferrals made by the 
Employer on or before the time provided for a deduction for the 
contribution:  that is, on or before the due date, plus extensions, 
of the Employer's annual tax return covering such Plan Year.  While 
a targeted rate of Employer Matching Contributions is described in 
Section 5.3(b) hereof, the actual amount of Employer Matching 
Contributions shall be determined by the Employer for each payroll 
period as a discretionary contribution, and the Employer shall not 
be required to contribute Employer Matching Contributions to the 
Plan at the targeted rate of matching or even for every (or any) 
payroll period.  Employer Contribution Forfeitures, and 401(k) 
Discrimination Forfeitures attributable to forfeitures of Excess 
Aggregate Contributions, arising with respect to a Plan Year shall 
be used as Employer Matching Contributions, and therefore, to the 
extent available, shall reduce the required Employer Matching 
Contributions necessary to meet the targeted matching rate pursuant 
to Section 5.3(b) hereof for any payroll period.  All Employer 
Matching Contributions (together with offsetting Employer 
Contribution Forfeitures and 401(k) Discrimination Forfeitures as 
described herein) shall be invested in the Employer Matching 
Account.  In accordance with Code Regulation Section 1.401(m)-
1(a)(1)(i), the Plan may limit Employer Matching Contributions in a 
manner that prevents Excess Aggregate Contributions.

4.4 Employer Profit Sharing Contributions

		(a)	In General.  In addition to the discretionary 
Employer contributions set forth in Sections 4.2 and 4.3 above, the 
Employer may contribute additional amounts to the Plan in any Plan 
Year out of profits or retained earning as profit sharing 
contributions.  Such contributions by the Employer shall be 
designated as Employer Profit Sharing Contributions.  All such 
Employer Profit Sharing Contributions shall be paid by the Employer 
in cash or in Employer Stock, or in a combination of both, as the 
Board of the Sponsoring Employer may from time to time determine.  
The Employer shall not be required to make discretionary Employer 
Profit Sharing Contributions to the Plan in every Plan Year, or in 
any Plan Year, or to contribute the same amount or to contribute in 
accordance with the same ratio every Plan Year, but the Employer, 
in its sole discretion, shall determine the amount of discretionary 
employer profit sharing contributions, if any, to be made to the 
Trust under the Plan each Plan Year.  Discretionary employer 
contributions may be made on any date or dates the Employer elects, 
but the total amount of its discretionary contribution for any Plan 
Year shall be paid on or before the time provided for a deduction:  
that is within the period the Employer has to file its annual tax 
return covering such Plan Year, plus extensions provided in the 
Code.  Notwithstanding the foregoing, the Employer shall not 
contribute for any Plan Year an amount which exceeds the maximum 
deduction allowable under Section 404 of the Code.

		(b)	Forfeitures In Excess of Amount Needed for 
Targeted Employer Match Used As Profit Sharing Contributions.  
Employer Profit Sharing Contributions to the Plan shall be 
allocated to Employer Profit Sharing Accounts of all eligible 
Participants in accordance with Section 5.3(c) hereof.  Employer 
Contribution Forfeitures arising under this Plan with respect to 
that portion of Accounts forfeited under the Vesting Schedule of 
Section 8.2 shall be used first to offset and reduce targeted 
Employer Matching Contributions and thereafter shall be allocated 
for the Plan Year as if they were Employer Profit Sharing 
Contributions for the Plan Year with respect to which they arose.  

4.5 Indirect Rollovers

		(a)	In General.  Any Employee, regardless of whether 
the Employee has met the eligibility requirements of ARTICLE 3, may 
roll over to this Plan the following to be established and 
maintained in the Participant's name as a separate account:

			(1)	Subject to the rules, the Participant's 
interest in a pension, profit-sharing or stock bonus 
plan qualified under Section 401(a) or 403(a) of the 
Code to this Plan, provided that:

				(i)	the rollover consists of only cash;

				(ii)	the amount distributed from such plan 
is transferred to this Plan no later than the 
60th day after such distribution was received by 
the Employee;

				(iii)	the distribution constituted the 
Employee's entire nonforfeitable interest in such 
plan and was made prior to the Employee's 
reaching age 70-1/2  within one taxable year to 
the Employee as a lump sum distribution (although 
the rollover to this Plan may consist of less 
than the full amount of the distribution);

				(iv)	the amount transferred to this Plan 
does not include any voluntary after-tax employee 
contributions made by the Employee to the prior 
plan.

			(2)	An Individual Retirement Account ("IRA") 
qualified under Section 408 of the Code, where the 
Individual Retirement Account was used as a conduit 
from a pension, profit-sharing or stock bonus plan 
qualified under Section 401(a) or 403(a) of the Code 
from which the distribution was initially made and the 
rollover is made in accordance with subsection (a), 
provided that the amount so transferred does not 
include contributions made by the Employee to the 
Individual Retirement Account or earnings on such 
contributions.

		(b)	Fully Vested.  An Employee's interest in such 
rollover and earnings thereon shall remain one hundred percent 
(100%) fully vested and nonforfeitable at all times.  Payment shall 
be made on the same basis as the Voluntary Contributions Account; 
provided, however, that at any Allocation Date, each Participant 
shall have the right to withdraw any part or all of the 
Participant's Rollover Account.

		(c)	No Effect On Annual Addition Calculation.  Such 
rollovers shall not be considered either in determining the maximum 
Annual Additions permissible under the Plan pursuant to Section 
5.7(d)(i) or as Elective Deferrals or Qualified Matching 
Contributions and Regular Matching Contributions.

4.6 Direct Rollovers

		(a)	In General.  Any Employee, regardless of whether 
the Employee has met the eligibility requirements of ARTICLE 3, may 
make a direct rollover of plan assets attributable to the 
Participant's participation in a pension, profit-sharing or stock 
bonus plan qualified under Section 401(a) of the Code to the Plan 
from such other plan by that plan's trustee.  No part of such 
direct rollovers may consist of voluntary after-tax employee 
contributions.

		(b)	Election of Direct Rollover.  At the election of 
a Distributee, the Trustee, at the time and in the manner 
prescribed by the Administrator, may make a direct rollover of all 
or any portion of an Eligible Rollover Distribution to an Eligible 
Retirement Plan.

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

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

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

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

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

			(3)	Distributee:  A Distributee includes an 
Employee or former Employee.  In addition, the 
Employee's or former Employee's surviving Spouse and 
the Employee's or former Employee's Spouse or former 
Spouse who is the alternate payee under a Qualified 
Domestic Relations Order, as defined in Section 414(p) 
of the Code, are Distributees with regard to the 
interest of the Spouse or former Spouse.  

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

		(c)	Owner-Employees.  Assets attributable to 
employment as an Owner-Employee under an H.R.-10 plan (exclusive of 
the portion attributable to voluntary after-tax employee 
contributions thereunder) shall not begin to be distributed before 
the Employee dies, incurs a Disability or attains age 59-1/2, nor 
later than the taxable year in which the Employee attains age 
70-1/2.

		(d)	No Effect on Annual Addition Calculation.  Direct 
Rollovers shall not be considered either in determining the maximum 
Annual Additions permissible under the Plan pursuant to Section 
5.7(d)(i) or as Qualified Contributions, Employer Matching 
Contributions, or Employer Profit Sharing Contributions.  

4.7 Prohibition of Reversion

	Contributions made by the Employer to the Plan shall be made 
irrevocably and it shall be impossible for the assets of the Plan 
to inure to the benefit of the Employer or to be used in any manner 
other than for the exclusive purpose of providing benefits to 
Participants, Inactive Participants, Retired Participants and 
Beneficiaries, and for defraying reasonable expenses of adminis-
tering the Plan; provided, however, that nothing herein shall be 
construed to prohibit the return to the Employer of all or part of 
an Employer Contribution:

		(a)	which is made by the Employer due to a mistake of 
fact, provided the return of such Contribution is made within 
one (1) year after the date of payment thereof, or

		(b)	the extent a deduction thereof under Section 404 
of the Code is disallowed, provided the return of such 
contribution is limited to the amount disallowed and is made 
within one (1) year after the disallowance.

5. PARTICIPANTS' ACCOUNTS

5.1 Establishment of Participants' Accounts

	Although the assets of this Plan are commingled in the Trust 
and are available to pay any benefit due from this Plan, as 
amended, restated, converted and continued effective January 1, 
1998, the Trustee shall establish and maintain, or cause to be 
established and maintained by a third party, separate bookkeeping 
Accounts for each Participant to which will be allocated and 
credited contributions and earnings, or debited for distribution of 
benefits, losses and expenses.  In this regard when the Plan 
described contributions or allocations "to" an Account or 
disbursements or payments "from," or charges "against," an Account, 
what actually is to take place are credits and debits to the 
Account on the books of the recordkeeper.  The Accounts which will 
be created by the recordkeeper with respect to each Participant and 
Inactive Participant, and will be maintained with respect to the 
Participant and Inactive Participant until all benefits have been 
paid or forfeited hereunder.  Only one account of each type of 
Account described hereunder shall be established and maintained on 
behalf of a Participant, except as provided in Sections 8.3(b) and 
8.4(b) hereof.  

	(a)	Elective Deferral Account.  Elective Deferrals 
made on a Participant's behalf by the Employer for a Plan Year 
pursuant to Section 4.1 hereof will be credited to an Elective 
Deferral Account in the name of the Participant which will be fully 
vested and nonforfeitable at all times and subject to the 
withdrawal restrictions of Section 13.1.

	(b)	Qualified Nonelective Employer Contribution 
Account.  Contributions determined by the Administrator to be 
Qualified Nonelective Employer Contributions made by the Employer, 
if any, for a Plan Year pursuant to Section 4.2 hereof will be 
credited to a Qualified Nonelective Employer Contributions Account 
in the name of the Participant which will be fully vested and 
nonforfeitable at all times and subject to the withdrawal 
restrictions of Section 13.1, provided, however, that the first 
one-half (1/2) of one percent (1%) of contributions made with 
respect to the Plan Year pursuant to Section 4.2 hereof shall be 
allocated to the 401(k) Employer Stock Account as described at 
Section 5.2(g) herein.

		(c)	Employer Matching Account.  Employer Matching 
Contributions made by the Employer, if any, for a Plan Year 
pursuant to Section 4.3, together with Employer Contribution 
Forfeitures and 401(k) Discrimination Forfeitures reducing and 
offsetting Employer Matching Contributions as described therein, 
will be credited to an Employer Matching Account in the name of the 
Participant which will be subject to the Vesting Schedule.

	(f)	401(k) Employer Stock Account shall mean the 
account maintained by the Employer to which shall be credited the 
first one-half (1/2) of one percent (1%) of the contribution made, 
if any, with respect of a Participant in a Plan year pursuant to 
Section 4.2 hereof.  Like the Qualified Nonelective Employer 
Contributions Account, the 401(k) Employer Stock Account shall be 
fully Vested and nonforfeitable at all times.

		(e)	Employer Profit Sharing Account.  Profit sharing 
contributions made by the Employer in a Plan Year pursuant to 
Section 4.3(a) hereof, and excess Employer Contribution Forfeitures 
and 401(k) Discrimination Forfeitures pursuant to Section 4.3(b) 
hereof, will be credited to an Employer Profit Sharing Account in 
the name of the Participant which will be subject to the Vesting 
Schedule.  

	(f)	401(k) Forfeiture Suspense Account shall mean the 
account in the name of the Participant to which shall be credited 
any Employer Contribution Forfeiture arising from 401(k) Accounts 
under this 401(k) Plan.  

	(g)	Indirect Rollover Account.  An Indirect Rollover 
made by an Employee pursuant to Section 4.5 hereof will be credited 
to an Indirect Rollover Account in the name of the Participant 
which will be fully Vested and nonforfeitable at all times.

		(h)	Direct Rollover Account.  Direct Rollovers made 
by an Employee pursuant to Section 4.6 will be credited to a Direct 
Rollover Account which will be fully Vested and nonforfeitable at 
all times.

		(i)	Retirement Plan Account shall mean the account to 
which shall be credited, as of January 1, 1998,  the balance, if 
any, of the Participant's account in the Retirement Plan (other 
than any account maintained in the Retirement Plan attributable to 
the participation by the Participant in the terminated defined 
benefit pension plan previously created and maintained by the 
Sponsoring Employer and transferred by the Participant to the 
Retirement Plan.  Thereafter this Account shall be credited with 
earning, and debited for distributions, losses and expenses as 
described herein.

		(j)	Prior Pension Account shall mean the account to 
which shall be credited the balance, if any, of the account 
maintained in the Retirement Plan attributable to the participation 
by the Participant in the terminated defined benefit pension plan 
previously created and maintained by the sponsoring Employer and 
transferred by the Participant to the Retirement Plan.  This 
Account shall be fully Vested and nonforfeitable at all times.  

	(k)	Retirement Plan Forfeiture Suspense Account shall 
mean the account in the name of the Participant to which shall be 
credited, as of January 1, 1998, the amount equal to the 
Participant's Forfeiture Suspense Account, as defined in the 
Retirement Plan, as of the day immediately preceding the Effective 
Date of this Plan amendment, restatement, conversion and 
continuation.  Thereafter, this Account shall be credited with any 
Employer Contribution Forfeitures arising from Retirement Plan 
Accounts under this 401(k) Plan as of the end of each Plan Year.  

		(l)	ESOP Stock Account shall mean the account in the 
name of a Participant to which shall be credited the amount of 
Employer Stock credited to the balance of the Participant's Stock 
Account, as defined in the ESOP, as of the date immediately 
preceding the Effective Date of this Plan amendment, restatement, 
conversion and continuation of the Plan as a 401(k) Plan.

		(m)	ESOP Investment Account shall mean the account in 
the name of the Participant to which shall be credited the amount 
credited to the balance of the Participant's Investment Account, as 
defined in the ESOP, as of the date immediately preceding the 
Effective Date of this Plan amendment, restatement, conversion and 
continuation of the Plan as a 401(k) Plan, and thereafter this ESOP 
Investment Account shall be credited with earning, and debited for 
distributions, losses and expenses as described herein.

		(n)	PAYSOP Account shall mean the account in the name 
of the Participant to which shall be credited an amount equal to 
that credited to the Participant's PAYSOP Account, as of the date 
immediately preceding the Effective Date of this Plan amendment, 
restatement, conversion and continuation, and thereafter the PAYSOP 
Account shall be credited with earning and debited for 
distributions, losses and expenses as described herein.  

		(o)	ESOP Forfeiture Suspense Account shall mean the 
account in the name of the Participant to which shall be credited 
an amount equal to that credited to a Participant's Forfeiture 
Suspense Account, as defined in the ESOP, as of the date 
immediately preceding the Effective Date of this Plan amendment, 
restatement, conversion and continuation.  thereafter this Account 
shall be credited with earnings and debited for reallocations, 
losses and expenses as provided herein.

		(p)	Basis Account shall mean the account in the name 
of a Participant to which shall be credited the amounts credited to 
the Participant's Basis Account, as defined in the ESOP, as of the 
date immediately preceding the Effective Date of this Plan 
amendment, restatement, conversion and continuation.  

	Each of the Accounts described above will share in the gains 
and losses of the Trust Fund, and the expenses of the Plan, in the 
manner as described in Section 5.4 herein.  

5.2 Allocation of Elective Deferrals Contributions

		(a)	In General.  For each Plan Year, as of the last 
day of each payroll period, Elective Deferrals made with respect to 
the payroll period by a Participant shall be allocated to the 
Elective Deferral Account of that Participant.

		(b)	Annual Limit on Elective Deferrals.  

			(i)	Limit.  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 Section 402(g) of the Code in effect at 
the beginning of such taxable year (note for the 
purpose that any Elective Deferrals in excess of the 
Code Section 415 limitations which is returned to the 
Participant as described in subparagraph (ii) hereof 
shall be disregarded).  (Such dollar limitation is 
$10,000 in 1998.)  If a Participant receives a hardship 
withdrawal distribution pursuant to Section 13.1, the 
dollar limitation described above, for the Partici-
pant's taxable year immediately following the taxable 
year of the hardship distribution, shall be reduced by 
the amount of the Participant's Elective Deferrals for 
the taxable year of the hardship distribution.

			(ii)	Distribution of Excess Elective Deferrals.  
A Participant may assign to this Plan any Excess 
Elective Deferrals made during a taxable year of the 
Participant by notifying the Administrator before April 
15 of the year following the year in which the 
deferrals were made of the amount of the Excess 
Elective Deferrals to be assigned to the Plan.  
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 to any Participant to whose Elective 
Contribution Account Excess Elective Deferrals were 
assigned for the preceding year and who claims Excess 
Elective Deferrals for such taxable year.

			(iii)	Determination of Income or Loss.  Excess 
Elective Deferrals shall be adjusted for any income or 
loss up to the last day of the Plan Year.

		(c)	Actual Deferral Percentage Test.

			(i)	The Actual Deferral Percentage for 
participants who are Highly Compensated Employees for 
each Plan Year and the Actual Deferral Percentage for 
Participants who are Non-highly Compensated Employees 
for the same Plan Year must satisfy one of the follow-
ing tests:

			(ii)	The Actual Deferral Percentage for 
Participants who are Highly Compensated Employees for 
the Plan Year shall not exceed the Actual Deferral 
Percentage for Participants who are Non-highly 
Compensated Employees for the same Plan Year multiplied 
by 1.25; or

			(iii)	The Actual Deferral Percentage for 
Participants who are Highly Compensated Employees for 
the Plan Year shall not exceed the Actual Deferral 
Percentage for Participants who are Non-highly 
Compensated Employees for the same Plan Year multiplied 
by 2.0, provided that the Actual Deferral Percentage 
for Participants who are Highly Compensated Employees 
does not exceed the Actual Deferral Percentage for 
Participants who are Non-highly Compensated Employees 
by more than two (2) percentage points.

		(d)	Special Rules:

			(i)	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 Nonelective Employer 
Contributions, if treated as Elective Deferrals for 
purposes of the ADP test) allocated to the 
Participant's Accounts under two or more arrangements 
described in Section 401(k) of the Code, that are 
maintained by the Employer, shall be determined as if 
such Elective Deferrals (and, if applicable, such 
Qualified Nonelective Employer Contributions) 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.

			(ii)	In the event that this Plan satisfies the 
requirements of Sections 401(k), 401(a)(4), or 410(b) 
of the Code only if aggregated with one or more other 
plans, or if one or more other plans satisfy the 
requirements of such Sections of the Code 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.  
Plans may be aggregated in order to satisfy Section 
401(k) of the Code only if they have the same Plan 
Year.

			(iii)	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 Nonelective Employer Contributions, if 
treated as Elective Deferrals for purposes of the ADP 
test) and Compensation for Testing Purposes of such 
Participant shall include the Elective Deferrals (and 
Qualified Nonelective Employer Contributions,  if 
treated as Elective Deferrals for purposes of the ADP 
test) and Compensation for Testing Purposes for the 
Plan Year.

			(iv)	For purposes of determining the Actual 
Deferral Percentage test, Elective Deferrals and 
Qualified Nonelective Employer Contributions must be 
made before the last day of the twelve-month period 
immediately following the Plan Year to which 
contributions relate.

			(v)	The Employer shall maintain records suffi-
cient to demonstrate satisfaction of the Actual 
Deferral Percentage test and the amount of Qualified 
Nonelective Employer Contributions used in such test.

			(vi)	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.

		(e)	Distribution of Excess Contributions.  

			(i)	Required Distributions.  Notwithstanding 
any other provision of this plan, Excess Contributions, 
plus any income and minus any loss allocable thereto as 
described in (e)(ii) which follows, shall be 
distributed no later than the last day of each Plan 
Year to Participants to whose Elective Deferral 
Accounts such Excess Contributions were allocated for 
the preceding Plan Year.  If such excess amounts are 
distributed more than 2-1/2 months after the last day 
of the Plan Year in which such excess amounts arose, a 
ten percent (10%) excise tax will be imposed on the 
Employer maintaining the Plan with respect to such 
amounts.  Such distributions shall be made to 
Participants in the Plan Year who are Highly 
Compensated Employees by reducing Excess Contributions 
made on behalf of such Highly Compensated Employees so 
that the limit is not exceeded, beginning with the 
Highly Compensated Employee in the greatest dollar 
amount of deferrals and continuing in a like manner so 
that the return of such deferred contributions are on 
the basis of amounts contributed.  

			Excess Contributions shall be treated as Annual 
Additions under Section 5.7.

			(ii)	Determination of Income or Loss:  Excess 
Contributions shall be adjusted for any income or loss 
up to the last day of the Plan Year.

			(iii)	Accounting for Excess Contributions:  
Excess Contributions shall be distributed from the 
Elective Deferral Account of Participants who are 
Highly Compensated Employees in the order described in 
subsection (e)(i) hereof.

5.3 Allocations Under 401(k) Plan (Other Than Elective 
Deferrals)

		(a)	Allocation of Qualified Nonelective Employer 
Contributions.  Qualified Nonelective Employer Contributions made 
pursuant to Section 4.2 shall be allocated to the Qualified 
Nonelective Employer Contribution Account of each Participant 
during the year in the ratio that each such Participant's 
Compensation for the Plan Year bears to all the Compensation of all 
such Participants eligible for a Qualified Nonelective Employer 
Contribution for that Plan Year.  Any portion of the Qualified 
Nonelective Employer Contributions which are composed of Employer 
Stock, or with respect to which the Employer directs the investment 
thereof in Employer Stock pursuant to Section 17.4 hereof, shall, 
notwithstanding the foregoing, be allocated to the 401(k) Employer 
Stock Account of each Participant during the Year, in the greatest 
number of whole shares possible, in the same ratio.  For purposes 
hereof, "Compensation" shall have the meaning described in Section 
2.16 hereof.  

		(b)	Allocation of Employer Matching Contributions and 
Offsetting Forfeitures.  As of the last day of each payroll period 
(but no less often than as of the last day of the Plan Year), 
Employer Matching Contributions made pursuant to Section 4.3 on 
behalf of each Participant who made Elective Deferrals during the 
payroll period, together with Employer Contribution Forfeitures and 
401(k) Discrimination Forfeitures used to reduce and offset 
Employer Matching Contributions, shall be allocated to the 
Participant's Employer Matching Contributions Account.  Subject to 
(i) any limitation on Employer Matching Contributions under Section 
4.3 hereof, (ii) the Employer actually making such discretionary 
Employer Matching Contributions and (iii) the limitations of the 
Average Contribution Percentage Test described in Section 5.6 
hereof, the Employer Matching Contribution to be allocated, 
together with Employer Contribution Forfeitures and 401(k) 
Discrimination Forfeitures, shall be an amount targeted to be equal 
to fifty percent (50%) of the first six percent (6%) of Elective 
Deferrals of each Participant entitled to share in this allocation.  

		(c)	Allocation of Employer Profit Sharing 
Contributions and Forfeitures In Excess of Employer Matching 
Target.  As of the last day of each Plan Year the Employer Profit 
Sharing Contributions shall be allocated to the Participant's 
Employer Profit Sharing Account, provided the Participant was 
credited with a Year of Service during that Plan Year and was still 
in Service on the last day of that Plan Year.  As of the last day 
of each Plan Year, Employer Profit Sharing Contributions made 
pursuant to Section 4.4, together with any Employer Contribution 
Forfeiture or 401(k) Discrimination Forfeitures which could be used 
to reduce and offset Employer Matching Contributions, but are in 
excess of the targeted match, shall be allocated to the 
Participant's Employer Profit Sharing Account, provided the 
Participant is credited with a Year of Service during that Plan 
Year and is still in Service on the last day of the Plan Year.  

5.4 Valuation of Trust Fund

		(a)	In General.  The assets of the Trust Fund will be 
valued at fair market value no less often than at least annually as 
of the last day of the Plan Year.  Also no less often than at least 
annually, the earnings, losses and expenses of the Trust Fund will 
be allocated to or charged against the Participants' and Inactive 
Participants' Accounts.  In valuing the Employer Stock which are 
assets of the Plan, such Employer Stock shall be valued on a 
"unitized" basis.  

		(b)	Allocation to Participant-Directed Accounts.  As 
of each Allocation Date the Accounts with respect to which 
Participants are directing investments described in Section 17.5 
hereof, shall be allocated and credited with earnings or charged 
with losses and expenses as set forth in Section 17.5 hereof.  

		(c)	Allocation to Accounts Not Employer or 
Participant-Directed..  As of each Allocation Date (except for 
Sections 5.4(c)(1), 5.4(c)(5) and 5.4(c)(6) which shall only be 
allocated as of the end of the Plan Year) the Accounts to the 
extent the investments therein are not Employer-directed or 
Participant-directed shall be allocated and credited with earnings, 
or charged and debited for losses and expenses, by the 
Administrator as provided hereinafter.

	(1)	Employer Stock.  All Employer Stock acquired by 
the Plan or Trustee since the end of the last Plan Year 
(including the Employer Stock to be allocated to the 401(k) 
Employer Stock Account pursuant to Section 5.3(a) hereof), 
and all unallocated Employer Stock, if any, remaining from 
the prior Allocation Period, shall be allocated, in the 
greatest whole number of shares possible (and fractional 
shares, if fractional shares are permissible according to 
law, the Company's by-laws and any registration of such 
shares with the Security Exchange Commission), to the 401(k) 
Employer Stock Account of each Participant in the Plan during 
the Plan Year in the proportion that the Participant's 
Compensation for such Plan Year bears to the total of the 
Compensation of all such Participants entitled to share in 
this allocation for such Plan Year.  For purposes hereof, the 
term "Compensation" is defined at Section 2.16 herein.  

	(2)	Cash Income.  Cash income with respect to Plan 
assets since the last Allocation Date, including dividends 
paid with respect to stock other than Employer Stock, shall 
be allocated to the Account of each Participant and Inactive 
Participant to which is credited the Plan asset the income is 
attributable to, or if the Plan asset is not credited to an 
Account, then in the proportion that the aggregate balance of 
such Participant's or Inactive Participant's non-directed 
Accounts as of such Allocation Date bears to the total 
aggregate balances of all such Accounts as of the last 
Allocation Date.

	(3)	Employer Stock Dividend.  Any Employer Stock 
dividend paid with respect to Employer Stock allocated to a 
Participant's Account since the last Allocation Date, or as 
of the present Allocation Date, shall be allocated to the 
respective Account to which is credited the Employer Stock 
with respect to which the dividend is paid. 

	(4)	Cash Dividends on Employer Stock.  Subject to 
subsection (7) hereof regarding the payment of cash dividends 
on Employer Stock held in the ESOP Accounts to Participants, 
the total cash dividends received with respect to the 
Employer Stock allocated to an Account of a Participant or 
Inactive Participant since the last Allocation Date, or as of 
the present Allocation Date pursuant to subsection (c)(1) 
above, shall be allocated to the Account of the Participant 
or Inactive Participant to which is credited the Employer 
Stock on which the dividend is paid.

	(5)	Forfeitures From of a Former Participant's ESOP 
Stock Accounts.  All Forfeitures consisting of shares of 
Employer Stock acquired with an "exempt loan" within the 
meaning of Treasury Regulations Section 54.4975-7(b)(1)(iii), 
if any, shall be allocated, in the greatest whole number of 
shares possible, to the ESOP Stock Account of each 
Participant who is credited with a Year of Service that Plan 
Year and is still in Service on the last day of the Plan Year 
in proportion to the Participant's Compensation in the Plan 
Year to the total Compensation in the Plan Year of all 
Participants entitled to share in this allocation.  For 
purposes hereof, "Compensation" shall be defined at Section 
2.16 hereof.  

	(6)	Allocation of Excess Amounts.  All "excess 
amounts" allocated pursuant to Section 5.7(a)(iv)(4) hereof 
(which describes the limitation on allocation of Code Section 
415) consisting of cash shall not be allocated and 
reallocated to Participants, but shall be used to reduce and 
offset Employer Matching Contributions.  

	(7)	Cash Dividends Paid to Participants.  Any cash 
dividends paid with respect to shares of Employer Stock 
allocated to a Participant's ESOP Stock Account, whenever 
such allocation was made, in the sole discretion of the 
Administrator, but only if the recordkeeper of the Plan 
agrees, may be paid in cash to each such Participant in the 
Plan and any Beneficiary in pay status not later than 90 days 
from the end of the Plan Year in which paid, and if so, the 
Employer may take the deduction described for such dividends 
in Section 404(k) of the Code.

	(8)	Fractional Shares.  All remaining whole or 
fractional shares of Employer Stock which are not allocated 
because only whole shares of Employer Stock are to be 
allocated shall be held unallocated for allocation on the 
next Allocation Date.

	(9)	Other Trust Earnings and Losses.  Except as 
provided above, as of each Allocation Date earnings shall be 
allocated and credited to, and losses debited and charged 
against the Accounts which are not Participant-directed in 
the proportion that each such Account as of the last 
Allocation Date bears to the aggregate of all such Accounts 
as of the last Allocation Date.  In determining the Account 
balances as of the last Allocation Date, each Account balance 
shall be reduced by the amount of any disbursements from the 
Account since the last Allocation Date.  With respect to a 
Participant's Elective Deferral Account balance, each such 
Account shall be credited with one-half (1/2) the Elective 
Deferrals made by the Participant during the Allocation 
Period.  Alternatively, if approved by the Administrator, 
Trust Fund earnings and losses may be allocated in any 
equitable, uniform and nondiscriminatory manner which is 
selected for the purposes of recognizing the timing of 
contributions, withdrawals, distributions, transfers, 
Participant or Employer directed investments or other 
temporal events affecting Account value as adjustments to 
Account balances.  

	If a Participant indirectly or directly rolls over 
funds pursuant to Section 4.5 or 4.6 during the Allocation 
Period, then for purposes of allocating the Participant's 
share of the Trust Fund earnings and losses for that same 
Allocation period, unless the Employee directs the investment 
of such Account as provided in Section 17.5 hereof or the 
Administrator decides to revoke the last sentence of the 
preceding paragraph, the Participant's Account balances as of 
the preceding Allocation Date shall include the amount the 
Participant indirectly or directly rolls over during the 
Allocation Period multiplied by a fraction, the numerator of 
which is the number of days in the Allocation Period left 
after the rollover subtracted from the number of days in the 
Allocation Period, and the denominator of which is the number 
of days in the Allocation Period.  

	(10)	Expenses of General Fund Administration.  All 
expenses of the Plan chargeable thereto in accordance with 
ERISA and the Code (other than expenses specifically 
chargeable to Participant-directed Accounts pursuant to 
Section 17.5(a) hereof) shall be debited to and charged 
against each Account, including Accounts which are 
Participant directed, on an equal per person basis (i.e., per 
capita).

	(11)	Special Suspense Accounts.  The Administrator may 
direct that special suspense accounts be established to hold 
Employer contributions, income (including stock and cash 
dividends), stock or other amounts that are assets of the 
Trust Fund, but will not be allocable, or cannot be allocated 
because of a limitation herein, until the next Allocation 
Date.  

5.5 Average Contribution Percentage Test: The Aggregate Limit 
For Employer Matching Contributions and Elective 
Contributions

		(a)	The Aggregate Limit In General.

			(1)	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:

			(2)	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 Compen-
sated Employees for the same Plan Year multiplied by 
1.25; or

			(3)	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 Compen-
sated 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.

			(4)	Special Rules:

				(i)	Multiple Use:  If the sum of the 
Actual Deferral Percentage and Average 
Contribution Percentage of Highly Compensated 
Employees exceeds the Aggregate Limit described 
in subsection (a) above, then the Average 
Contribution Percentage of those Highly 
Compensated Employees will be reduced by 
forfeiting such excess with respect to such 
Highly Compensated Employees, beginning with the 
Highly Compensated Employee who is a Participant 
that Plan Year whose Employer Matching 
Contribution is the highest and continuing in 
accordance with Code Section 401(m)(6)(a) until 
the excess with respect to the Plan Year will no 
longer exist.  The amount by which each Highly 
Compensated Employee's Contribution Percentage 
Amounts is reduced shall be treated as an Excess 
Aggregate Contribution and shall be a 401(k) 
Discrimination Forfeiture.  The Actual Deferral 
Percentage and Average Contribution Percentage of 
the Highly Compensated Employees are determined 
after any corrections (including the 
determination by the Administrator as to which 
contributions made pursuant to Section 4.2 hereof 
are to be treated as Qualified Nonelective 
Employer Contributions) required to meet the 
Actual Deferral Percentage and Average Contribu-
tion Percentage tests.  Multiple use does not 
occur if either the Actual Deferral Percentage 
and Average Contribution Percentage of the Highly 
Compensated Employees does not exceed 1.25 
multiplied by the Actual Deferral Percentage and 
Average Contribution Percentage of the Non-highly 
Compensated Employees.

				(ii)	For purposes of this Section, the 
Contribution Percentage for any Participant who 
is a Highly Compensated Employee and who is 
eligible to have Contribution Percentage Amounts 
allocated to the Participant's account under two 
or more plans described in Section 401(a) of the 
Code, or arrangements described in Section 401(k) 
of the Code 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.

				(iii)	In the event that this Plan satisfies 
the requirements of Sections 401(m), 401(a)(4) or 
410(b) of the Code only if aggregated with one or 
more other plans, or if one or more other plans 
satisfy the requirements of such sections of the 
Code 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.  Plans may be 
aggregated in order to satisfy Section 401(m) of 
the Code only if they have the same plan year.

				(iv)	For purposes of determining the 
Contribution Percentage test, Employer Matching 
Contributions will be considered made for a Plan 
Year if they are made no later than the end of 
the twelve (12) consecutive month period 
beginning on the day after the close of the Plan 
Year.

				(v)	The Employer shall maintain records 
sufficient to demonstrate satisfaction of the 
Average Contribution Percentage test and the 
amount of Qualified Nonelective Employer 
Contributions used in such test.

				(vi)	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.

		(b)	Distribution of Excess Aggregate Contributions.  

			(1)	In General.  Notwithstanding any other 
provision of this Plan, Excess Aggregate Contributions 
attributable to a Highly Compensated Employee, plus any 
income and minus any loss allocable thereto as 
described in subsection (ii), shall be forfeited under 
the Vesting Schedule, if forfeitable, or if not 
forfeitable, distributed no later than the last day of 
each Plan Year to Participants who are Highly 
Compensated Employees to whose Matching Employer 
Accounts such Excess Aggregate Contributions were 
allocated for the preceding Plan Year.  If such Excess 
Aggregate Contributions are distributed more than two 
and one-half (2-1/2) months after the last day of the 
Plan Year in which such excess amounts arose, a ten 
percent (10%) excise tax will be imposed on the 
Employer with respect to which those amounts arose.  
Excess Aggregate Contributions shall be treated as 
Annual Additions under Section 5.7(d)(i) of the Plan.

			(2)	Determination of Income or Loss.  Excess 
Aggregate Contributions shall be adjusted for any 
income or loss up to the last day of the Plan Year.

			(3)	Forfeitures of Excess Aggregate 
Contributions.  Forfeitures of Excess Aggregate 
Contributions (i.e., 401(k) Discrimination Forfeitures) 
shall be used, together with Employer Contributions 
Forfeitures, to reduce and offset Employer Matching 
Contributions.  However, if these forfeitures exceed 
the target match described in Section 5.2, then such 
forfeitures shall be allocated like Employer Profit 
Sharing Contributions pursuant to Section 5.3 hereof.  

			(4)	Accounting for Excess Aggregate 
Contributions.  Excess Aggregate Contributions shall be 
forfeited, if forfeitable, or if not forfeitable, 
distributed from the Employer Matching Contributions 
Account of Highly Compensated Employees who are 
Participants that Plan Year in the order described in 
subsection (a)(iv) hereof.

5.6 Inactive Participants

	An Inactive Participant shall not be entitled to share in 
Qualified Nonelective Employer Contributions, Employer Matching 
Contributions, Employer Profit Sharing Contributions or Employer 
Contribution Forfeiture or 401(k) Discrimination Forfeiture for a 
Plan Year.  Nevertheless, the Participant's Accounts shall be 
maintained and credited, or charged, with Trust Fund earnings, 
distributions, losses and expenses in accordance with Section 5.4 
hereof, until the balance thereof (to the extent Vested) shall have 
been fully distributed.

5.7 Limitations on Allocations

		(a)	If the Employer Maintains a Single Defined 
Contribution Plan.

			(i)	If the Participant does not participate in, 
and has never participated in, another qualified plan 
maintained by the Employer, a welfare benefit fund as 
described in Section 419(e) of the Code maintained by 
the Employer, or an individual medical account as 
described in Section 415(1)(2) of the Code maintained 
by the Employer, which provides an Annual Addition as 
defined in subsection (d)(i), the amount of Annual 
Addition which may be credited to the Participant's 
Accounts in the aggregate for any Limitation Year will 
not exceed the lesser of the Maximum Permissible Amount 
or any other limitation contained in this Plan. 

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

			(iii)	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.

			(iv)	If pursuant to subsection (iii) or as a 
result of the allocation of Forfeitures, there is an 
Excess Amount, the excess will be disposed of as 
follows:

				(1)	Any Elective Deferrals,  together 
with gains attributable to those Elective 
Deferrals, to the extent they would reduce the 
Excess Amount, will be returned to the 
Participant.  These retirement amounts of 
Elective Deferrals shall be disregarded for 
purposes of Code Section 402(g), the Actual 
Deferral Percentage Test of Section 5.2 hereof 
and the Average Contribution Percentage Test of 
Section 5.5 hereof.

				(2)	If after the application of paragraph 
(1) above an Excess Amount still exists, and the 
Participant is covered by the Plan at the end of 
the Limitation Year, the Excess Amount first in 
the Participant's Profit Sharing Account and then 
if necessary in the Participant's Employer 
Matching Account, and finally, if necessary, in 
the Participant's Qualified Nonelective Employer 
Contributions Account, will be used to reduce 
such Employer Contributions (together with 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) above an Excess Amount still exists, and the 
Participant is not covered by the Plan at the end 
of a Limitation Year, the Excess Amount will be 
held unallocated in a suspense account.  The 
suspense account (together with allocation of any 
Forfeitures) will be applied to reduce future 
Employer Matching Contributions for all remaining 
Participants in the next Limitation Year, and 
each succeeding Limitation Year, if necessary.  
For purposes of this subsection (a)(iv)(3), 
excess amounts may not be distributed to 
Participants or former Participants.

				(4)	If a suspense account is in existence 
at any time during a Limitation Year pursuant to 
this Section, it will not participate in the 
allocation of the Trust's investment earnings 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 Elective Deferrals, Qualified Nonelective 
Employer Contributions, or Employer Matching 
Contributions may be made prior.  

		(b)	If the Employer Should Maintain Another Defined 
Contribution Plan.

			(i)	This Section applies if, in addition to 
this Plan, the Participant is covered under another 
defined contribution plan maintained by the Employer, a 
welfare benefit fund as defined in Section 419(e) of 
the Code maintained by the Employer, or an individual 
medical account, as defined in Section 415(1)(2) of the 
Code, maintained by the Employer, which provides an 
Annual Addition as defined in subsection (d)(i), during 
any Limitation Year.  The Annual Additions which may be 
credited to a Participant's Accounts under this Plan 
for any such Limitation Year will not exceed the 
Maximum Permissible Amount reduced by the Annual 
Additions credited to a Participant's individual 
account under the other plans and welfare benefit funds 
for the same Limitation Year.  If the Annual Additions 
with respect to the Participant under other defined 
contribution plans and welfare benefit funds maintained 
by the Employer are less than the Maximum Permissible 
Amount, and the  Qualified Nonelective Employer 
Contributions,  the Employer Matching Contributions and 
Employer Profit Sharing Contributions that would 
otherwise be contributed or allocated to the 
Participant's Qualified Nonelective Employer 
Contributions Account, Employer Matching Contribution 
Account or Employer Profit Sharing Contributions 
Accounts under this Plan would cause the Annual 
Additions for the Limitation Year to exceed this 
limitation, the amount contributed or allocated will be 
reduced so that the Annual Additions under all such 
plans and 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 Accounts under this Plan 
for the Limitation Year.

			(ii)	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 subsection 
(a) (ii).

			(iii)	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.

			(iv)	If, pursuant to subparagraph (iii) or as a 
result of the allocation of Forfeitures, a Partic-
ipant's Annual Additions under this Plan and such other 
plans would result in an Excess Amount for a Limitation 
Year, the Excess Amount will be deemed to consist of 
the Annual Additions last allocated, except that Annual 
Additions attributable to a welfare benefit fund or 
individual medical account will be deemed to have been 
allocated first, regardless of the actual Allocation 
Date.

			(v)	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 (1) the total Excess Amount allocated as of 
such date, times (2) the ratio of (A) the Annual 
Additions allocated to the Participant for the 
Limitation Year as of such date under this Plan to (B) 
the total Annual Additions allocated to the Participant 
for the Limitation Year as of such date under this and 
all the other qualified defined contribution plans.

			(vi)	Any Excess Amount attributed to this Plan 
will be disposed in the manner described in subsection 
(a) (iv).

		(c)	If the Employer Should Maintain a Defined Benefit 
Plan.  Participant Covered Under 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 Contribu-
tion Plan Fraction will not exceed 1.0 in any Limitation Year.  The 
Annual Additions which may be credited to the Participant's 
Accounts under this Plan for any Limitation Year will be limited by 
reducing Annual Additions under the Defined Contribution Plan 
Fraction.  However, the matters as set forth in this subparagraph 
(c) shall have no effect for Plan Years beginning after December 
31, 1999.

		(d)	Definitions.

			(i)	Annual Additions:  The sum of the following 
amounts credited to a Participant's Accounts for the 
Limitation Year:

				(1)	Elective Deferrals (including Excess 
Contributions);

				(2)	Qualified Nonelective Employer 
Contributions; 

				(3)	Employer Matching Contributions;

				(4)	Employer Profit Sharing 
Contributions;

				(5)	voluntary before tax employee 
contributions (if the Plan should 					ever be 
amended to permit such contributions);

			(6)	Employer Contribution Forfeitures 
401(k) Discrimination 
				Forfeitures to the extent not 
returned to the Highly 
				Compensated Employees responsible for 
Excess Aggregate 
				Contributions as described herein.; 
and

(7)	Amounts allocated after March 31, 
1984 to an individual 	medical account as 
defined in Section 415(1)(2) of the Code, 
	which is part of a pension or annuity 
plan maintained by the 	Employer are 
treated as Annual Additions to a defined 
	contribution plan.  Also, amounts 
derived from contributions 	paid or 
accrued after December 31, 1985, in taxable 
years 	ending after such date, which 
are attributable to post-retirement 
	medical benefits, allocated to the 
separate account of a Key 	Employee, as 
defined in Section 419A(d)(3) of the Code, 
under 	a welfare benefit fund as 
defined in Section 419(e) of the Code 
	maintained by the Employer, are 
treated as Annual Additions to 	a 
defined contribution plan.  

	For this purpose, any Excess Amount applied under subsection 
(a)(iv) or (b)(iv) in the Limitation Year to reduce (i) Qualified 
Nonelective Employer Contributions, (ii) Employer Matching 
Contributions and (iii) Employer Profit Sharing Contributions will 
be considered Annual Additions for such Limitation Year.

			(ii)	Compensation:  Compensation is defined as 
wages, salaries, and fees for professional services and 
other amounts received (without regard to whether or 
not an amount is paid in cash) for personal services 
actually rendered in the course of employment with the 
Employer maintaining the Plan (including, but not 
limited to, commissions paid to salesmen, compensation 
for services on the basis of a percentage of profits, 
commissions on insurance premiums, tips, bonuses, 
fringe benefits, reimbursements or other expense 
allowances under a nonaccountable plan (as described in 
Treasury Regulations Sect 1.62-2(c) and any amount which is 
contributed by the Employer pursuant to a salary 
reduction agreement which is not includable in the 
gross income of the Employee under Section 125, 401(h) 
or 401(b) of the Code, and excluding the following:

				(1)	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;

				(2)	Amounts realized from the sale, 
exchange or other disposition of stock acquired 
under a qualified stock option; and

			For purposes of applying the limitations of this 
Section 5.7, 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 has incurred a Disability is the 
Compensation such Participant would have received for 
the Limitation Year if the Participant had been paid at 
a rate of Compensation paid immediately before 
incurring the Disability; such imputed Compensation for 
the disabled Participant may be taken into account only 
if the Participant is not a Highly Compensated Employee 
and contributions made on behalf of such Participant 
are nonforfeitable when made.

			(iii)	Defined Benefit 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 
one hundred twenty-five percent (125%) of the dollar 
limitation determined for the Limitation Year under 
Sections 415(b) and (d) of the Code or one hundred 
forty percent (140%) of the Highest Average 
Compensation, including any adjustments under Section 
415(b) of the Code.

			Notwithstanding the above, if the Participant was 
a Participant as of the first day of the first 
Limitation Year beginning after December 31, 1986, in 
one or more Defined Benefit Plans maintained by the 
Employer which were in existence on May 6, 1986, the 
denominator of this fraction will not be less than one 
hundred twenty-five percent (125%) of the sum of the 
Annual Benefits under such plans which the Participant 
had accrued as of the close of the last Limitation Year 
beginning before January 1, 1987, disregarding any 
changes in the terms and conditions of the 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 January 1, 1987.

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

			(v)	Defined Contribution Fraction:  A fraction, 
the numerator of which is the sum of the Annual 
Additions to the Participant's accounts 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 volun-
tary employee contributions to all Defined Benefit 
Plans, whether or not terminated, maintained by the 
Employer, if any, and the Annual Additions attributable 
to all welfare benefit funds, as defined in Section 
419(e) of the Code, and individual medical accounts, as 
defined in Section 415(1)(2) of the Code, 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 with the Employer 
(regardless of whether a defined contribution plan was 
maintained by the Employer).  The Maximum Aggregate 
Amount in any Limitation Year is the lesser of one 
hundred twenty-five percent (125%) of the dollar 
limitation determined under Sections 415(b) and (d) of 
the Code in effect under Section 415(c)(1)(A) of the 
Code or thirty-five percent (35%) of the Participant's 
Compensation for such year.

			If the Employee was a Participant as of the end 
of the first day of the first Limitation Year beginning 
after December 31, 1986, in one or more defined 
contribution plans maintained by the Employer which 
were in existence on May 6, 1986, the numerator of this 
fraction will be adjusted if the sum of this fraction 
and the Defined Benefit Fraction would otherwise exceed 
1.0 under the terms of this Plan.  Under the 
adjustment, an amount equal to the product of (1) the 
excess of the sum of the fractions over 1.0 times (2) 
the denominator of this fraction, will be permanently 
subtracted from the numerator of this fraction.  The 
adjustment is calculated using the fractions as they 
would be computed as of the end of the last Limitation 
Year beginning before January 1, 1987, and disregarding 
any changes in the terms and conditions of the Plan 
made after May 6, 1986, but using the Section 415 
limitation applicable to the first Limitation Year 
beginning on or after January 1, 1987.

			The Annual Addition for any Limitation Year 
beginning before January 1, 1987, shall not be 
recomputed to treat all Participant contributions as 
Annual Additions.

			(vi)	Employer:  For purposes of this Section, 
Employer shall mean each individual Employer, 
considered separately, that adopts this Plan, and all 
Controlled Group Members as that term is modified by 
Section 415(h) of the Code.

			(vii)	Excess Amount:  The excess of the Partici-
pant's Annual Additions for the Limitation Year over 
the Maximum Permissible Amount.

			(viii)	Highest Average Compensation:  The 
Average Compensation for the three consecutive Years of 
Service that produces the highest average.

			(ix)	Limitation Year:  A calendar year.  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.

			(x)	Maximum Permissible Amount:  The maximum 
Annual Addition that may be contributed or allocated to 
a Participant's Accounts under the Plan for any 
Limitation Year shall not exceed the lesser of (1) The 
Defined Contribution dollar limitation, or (2) twenty-
five percent (25%) of the Participant's Compensation 
for the Limitation Year.

			The Compensation limitation referred to in (2) 
shall not apply to any contribution for medical 
benefits (within the meaning of Section 401(h) or 
419A(f)(2) of the Code) which is otherwise treated as 
an Annual Addition under Section 415(1)(1) or 
419A(d)(2) of the Code.

			If a short Limitation Year is created because of 
an amendment changing the Limitation Year to a 
different twelve consecutive-month period, the Maximum 
Permissible Amount will not exceed the Defined 
Contribution Dollar Limitation multiplied by the 
following fraction:

				number of months in the short Limitation 
Year
							12

			(xi)	Projected Annual Benefit:  The annual 
retirement benefit (adjusted to an actuarially 
equivalent straight-life annuity if such benefit is 
expressed in a form other than a straight-life annuity 
or Qualified Joint and Survivor Annuity) to which the 
Participant would be entitled under the terms of the 
Plan assuming (1) the Participant will continue 
employment until Normal Retirement Age under the Plan 
(or current age, if later), and (2) 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.

5.8 Allocation Not Equivalent to Vesting

	The fact that an allocation shall be made and credited to the 
Account of a Participant shall not vest in the Participant any 
right, title or interest in and to any assets except at the time or 
times and upon the terms and conditions expressly set forth in this 
Plan.

5.9 Notification and Corrections Regarding Allocations

		(a)	If a final allocation because of the 
Participant's termination of Service is required to be made on 
behalf of a Participant for a Plan Year, it shall be the duty of 
the Employer to so notify the recordkeeper before allocations are 
made to Participants for such Plan Year.  If the Employer fails to 
notify the recordkeeper of such final allocations until after 
allocations for the Plan Year are made, the Employer shall make 
additional Employer contributions in the amount of the required 
final allocations, plus earnings (if earnings are appropriate) and 
instruct the recordkeeper to adjust the records to reflect the 
actual allocation.

		(b)	It shall be the duty of the Employer to notify 
the recordkeeper in the event of a mistake in allocations due to an 
inadvertent error such as, but not limited to, the omission of a 
Participant or an error in the calculation of Compensation or 
Service.  The Employer may direct the recordkeeper to correct such 
mistake by an adjustment to the following Plan Year's allocations 
or by an additional Employer contribution in an amount necessary to 
correct the Participant's Accounts, plus earnings at a reasonable 
rate to be determined by the Plan Administrator or Trustee.  Any 
additional contribution made by the Employer pursuant to this 
Section 5.9 shall be deductible by the Employer in the year in 
which such correction is made subject to the limitations of Section 
404 of the Code.

6. RETIREMENT AND DISABILITY BENEFITS

6.1 Normal Retirement

	A Participant shall be eligible to retire on or after the 
Participant's Normal Retirement Date.  As of the Participant's 
Normal Retirement Date, notwithstanding the Vesting Schedule 
described in Section 8.2, the balance of all such Participant's 
Accounts shall be fully Vested and nonforfeitable and the 
Participant's Accounts shall be payable in accordance with ARTICLES 
9, 10 and 11.  Notwithstanding the other requirements of this Plan, 
a Participant who reaches the Participant's Normal Retirement Date 
may elect to continue in Service subject to Section 19.1 hereof and 
the Employer's retirement policy, if any, and the provisions of the 
Age Discrimination in Employment Act of 1986.  If such Participant 
continues in Service, then the Participant shall be eligible to 
continue in all respects as a Participant in the Plan eligible for 
the Normal Retirement benefits described herein until actual 
retirement.  A Participant who continues in Service past the 
Participant's Normal Retirement Date may elect to have the 
Participant's Accounts payable in accordance with ARTICLES 9, 10 
and 11 even though the Participant is still in Service.  The Plan 
Administrator may establish a policy regarding the ordering of 
Accounts from which payments are available to a Participant who 
continues in Service past the Participant's Normal Retirement Date.
6.2 Early Retirement

	A Participant shall be eligible to retire on or after the 
Participant's Early Retirement Date.  As of the Participant's Early 
Retirement Date, notwithstanding the Vesting Schedule described in 
Section 8.2,  the balance of all such Participant's Accounts shall 
be fully Vested and nonforfeitable and the Participant's Accounts 
shall be payable in accordance with ARTICLES 9, 10 and 11.  
Notwithstanding the other requirements of this Plan, a Participant 
who reaches the Participant's Early Retirement Date may elect to 
continue in Service subject to Sections 3.6 and 19.1 hereof.  If 
such Participant continues in Service, then the Participant shall 
be eligible to continue in all respects as a Participant in the 
Plan eligible for the Early Retirement benefits described herein 
(unless and until the Participant becomes eligible for the Normal 
Retirement benefits described in Section 6.1 hereof.)until actual 
retirement.

6.3 Disability Retirement

	Following the Administrator's determination of the 
Participant's Disability, a Participant who has been found to have 
incurred a Disability shall be fully Vested and nonforfeitable in 
the Participant's Accounts, notwithstanding the Vesting Schedule 
described in Section 8.2.  The Participant's Accounts shall be 
payable in accordance with ARTICLES 9, 10 and 11.  


7. DEATH BENEFITS BEFORE RETIREMENT ELIGIBILITY OR DISABILITY

7.1 Death Benefit Before Retirement Eligibility or Disability 
in General

	In the event of the death of a Participant before benefits 
commence to the Participant for Early Retirement, Normal Retirement 
or Disability as provided in ARTICLE 6, prior to the Participant's 
termination of Service (for any reason, whether voluntary or 
involuntary), the balance in the deceased Participant's Accounts 
shall be fully Vested and nonforfeitable, and payable in accordance 
with Sections 7.2, 7.3 and 7.4 hereof.  

7.2 Death Benefits Attributable to 401(k) Plan Accounts

	The following provisions describe the death benefits under 
this Article, if any, attributable to a deceased Participant's 
401(k) Plan Accounts (other than the Participant's 401(k) Employer 
Stock Account):

		(a)	Unmarried Participants.  Upon the death of an 
unmarried Participant, the entire amount of the Participant's 
Vested balance in the Participant's 401(k) Plan Accounts (other 
than the 401(k) Employer Stock Account) shall be paid as soon as 
practicable (unless deferred as described herein at subsection (c)) 
in a lump sum to the Participant's Beneficiary.  Except to the 
extent that a Qualified Domestic Relations Order may be applicable, 
an unmarried Participant may designate any Beneficiary to receive 
such death benefit.  A Beneficiary of an unmarried Participant may 
elect an installment form of benefits described at Section 9.2(c) 
hereof.  

		(b)	Married Participants.  Upon the death of a 
married Participant, the entire amount of the deceased 
Participant's Vested balance in the Participant's 401(k) Plan 
Accounts (other than the 401(k) Employer Stock Account) shall be 
paid as soon as practicable (unless deferred) in a lump sum to the 
deceased Participant's Beneficiary.  A married Participant's 
surviving Spouse must be the Beneficiary for one hundred percent 
(100%) of such death benefit, except to the extent that the 
surviving Spouse has consented to the designation of a nonspouse 
Beneficiary pursuant to Section 9.3 of the Plan.  For purposes of 
this subsection 7.2 (b), a former Spouse will be treated as a 
Participant's surviving Spouse to the extent provided under a 
Qualified Domestic Relations Order.

		(c)	Deferral of Receipt of Death Benefit.  Any person 
entitled to receive a death benefit pursuant to this ARTICLE may 
defer the receipt of such death benefit, as described in the 
provisions of Section 7.3(c).  During any period of deferral, the 
portion of the deceased Participant's Accounts payable as a death 
benefit to such person shall be entitled to receive allocations of 
gain or loss in the same manner as other Accounts.

		(d)   Effect of Beneficiary's Death.  In the event that 
a Beneficiary survives the Participant but dies before full payment 
of the Participant's Vested Account balances, the remaining 
balances of such Accounts shall be paid as soon as practicable to 
the Beneficiary, if any, designated by such deceased Beneficiary, 
or to the Beneficiary's estate if the Beneficiary made no such 
beneficiary designation.  Section 2.10 contains additional rules 
regarding Beneficiary designation, including the provision that if 
a Beneficiary fails to survive the Participant, then the 
Beneficiary designation is null and void.

7.3 Death Benefits Attributable to Retirement Plan Accounts

	The following provisions describe the death benefits under 
this Article, if any, attributable to a deceased Participant's 
Retirement Plan Accounts:

		(a)	Unmarried Participants.  Upon the death of an 
unmarried Participant, the entire amount of the Participant's 
vested balance in the Participant's Retirement Accounts shall be 
paid as soon as practicable (unless deferred) in a lump sum to the 
Participant's designated Beneficiary.  Except to the extent that a 
Qualified Domestic Relations Order may be applicable, an unmarried 
Participant may designate any Beneficiary to receive such death 
benefits.  The Beneficiary of an unmarried Participant may elect 
any optional form of payment described at Section 10.2(e).

		(b)	Married Participants.  Upon the death of a 
married Participant who dies before the Participant's benefits 
under the Plan commence, and who leaves a surviving Spouse, a 
Qualified Preretirement Survivor Annuity shall be made available to 
the Participant's surviving Spouse.  Payment of such Qualified 
Preretirement Survivor Annuity shall begin within a reasonable time 
after the Participant's death, unless it is waived by the 
Participant with spousal consent as provided in the following 
subsection (g).  However, the Spouse may elect an optional form of 
payment as provided in subsection (e) of this Section.  Any such 
annuity payable to a surviving Spouse shall commence on any date 
elected by the surviving Spouse, subject to any rules applicable to 
the maximum period of deferral under Section 12.1 hereof.

		(c)	Deferral of Receipt of Death Benefit.  Any person 
entitled to receive a death benefit pursuant to this Section may 
defer the receipt of such death benefit subject to the provisions 
of ARTICLE 12.  During any period of deferral, the portion of the 
unpaid balance of the Participant's Vested Accounts payable as a 
death benefit to such person shall receive allocations of gain or 
loss in the same manner as other Accounts.

		(d)	Effect of Beneficiary's Death.  In the event that 
a Beneficiary survives the Participant but dies before full payment 
of the balance of the Participant's Vested Accounts, the unpaid 
balance of the Participant's Vested Accounts shall be paid as soon 
as practicable to the beneficiary, if any, designated by such 
deceased Beneficiary or to the Beneficiary's estate if the 
Beneficiary made no such beneficiary designation. Section 2.10 
contains additional rules regarding Beneficiary designation, 
including the provision that if a Beneficiary fails to survive the 
Participant, then the Beneficiary designation is null and void.

		(e)	Right to Elect a Different Form of Death Benefit.  
If a Qualified Preretirement Survivor Annuity form of death benefit 
becomes payable, a surviving Spouse shall have the right to elect a 
different form of payment, provided it is available under the Plan 
with respect to the portion of the balance of the Participant's 
Vested Accounts that are payable to the surviving Spouse, further 
provided that such election is in writing and is witnessed by a 
Plan representative or a notary public.  Payment pursuant to any 
such election shall be in lieu of the Preretirement Survivor 
Annuity death benefit otherwise payable to the surviving Spouse.

		A nonspouse Beneficiary of a married Participant may 
also elect a different form of payment that is available under the 
Plan in lieu of a lump sum.

		(f)	Effect of Qualified Domestic Relations Order.  
For purposes of this Section a former Spouse will be treated as the 
Spouse or surviving Spouse to the extent provided under a Qualified 
Domestic Relations Order.

		(g)	Waiver of Qualified Preretirement Survivor 
Annuity.  A married Participant may waive the Qualified 
Preretirement Survivor Annuity otherwise provided in accordance 
with this Section, provided that the Participant's Spouse consents 
in writing to the Participant's waiver and election to designate a 
nonspouse Beneficiary to receive the unpaid portion of the balance 
of the Participant's Vested Accounts otherwise payable to such 
Spouse.  The following rules shall apply regarding notice to 
Participants of the right to such election and the requirement that 
the Participant's Spouse consent to any such election:

			(1)	Notice Requirement.  The Employer shall 
provide each Participant, within the applicable period for 
such Participant a written explanation of the Qualified 
Preretirement Survivor Annuity in such terms and in such 
manner as would be comparable to the explanation provided 
pursuant to Section 10.2 with respect to the standard method 
of distribution in the form of a Qualified Joint and Survivor 
Annuity.

			The applicable period for a Participant is the 
later of (A) the period beginning with the first day of the 
Plan Year in which the Participant attains age thirty-two 
(32) and ending on the close of the Plan Year in which the 
Participant attains age thirty-five (35), or (B) a reasonable 
period ending after the individual becomes a 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 thirty-five (35).

			For purposes of applying the event described in 
(B) of the preceding paragraph, a reasonable period ending 
after the individual becomes a Participant is the end of the 
two (2)-year period beginning one (1) year prior to the 
Participant's Participation Date, and ending one (1) year 
after such Participation Date.  In the case of a Participant 
who separates from service before the Plan Year in which the 
Participant attains age thirty-five (35), notice shall be 
provided within the two (2)-year period beginning one (1) 
year prior to separation and ending one (1) year after 
separation.  If such a Participant thereafter returns to 
employment with the Employer, the applicable period for such 
Participant shall be redetermined.

			(2)	Spousal Consent and Qualified Election.  At 
any time prior to the Participant's Annuity Starting Date (as 
defined in Section 2.8), a Participant may make a qualified 
election in writing, within the election period beginning on 
the first day of the Plan Year in which the Participant 
attains age thirty-five (35) (or beginning on the date of the 
Participant's separation from service if the Participant's 
separation occurs prior to such date) and ending on the date 
of the Participant's death, to waive the Qualified 
Preretirement Survivor Annuity form of death benefit and to 
designate a nonspouse Beneficiary to receive the death 
benefit otherwise payable to such Spouse.  Any such waiver of 
a Qualified Preretirement Survivor Annuity form of death 
benefit 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.  If it 
is established to the satisfaction of a Plan representative 
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 the 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 that the Spouse 
voluntarily elects to relinquish such right. 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.  
However, once the Spouse has consented to the Participant's 
election, such Spouse's consent cannot be revoked unless the 
Participant also revokes the Participant's election.  No 
consent obtained under this provision with regard to waiver 
of a Qualified Preretirement Survivor Annuity form of benefit 
shall be valid unless the Participant has received notice as 
provided in the preceding paragraph (1).

7.4 Death Benefits Attributable to ESOP Accounts

	The following provisions describe the death benefits under 
this Article, if any, attributable to a deceased Participant's ESOP 
Accounts and 401(k) Employer Stock Account:

		(a)	Unmarried Participants.  Upon the death of an 
unmarried Participant, the entire amount of the Participant's 
Vested Account balance shall be paid as soon as practicable (unless 
deferred) in a lump sum to the Participant's Beneficiary.  Except 
to the extent that a Qualified Domestic Relations Order may be 
applicable.  The Beneficiary of an unmarried Participant may elect 
an installment form of payment described at Section 11.2(c).  

		(b)   Married Participants.  Upon the death of a 
married Participant, the entire amount of the Participant's Vested 
Account balance shall be paid as soon as practicable (unless 
deferred) in a lump sum to the Participant's Beneficiary.  A 
married Participant's surviving Spouse must be the Beneficiary for 
one hundred percent (100%) of such death benefit, except to the 
extent that the surviving Spouse has consented to the designation 
of a nonspouse Beneficiary pursuant to Section 11.3 of the Plan.  
For purposes of this subsection (b), a former Spouse will be 
treated as a Participant's surviving Spouse to the extent provided 
under a Qualified Domestic Relations Order.

		(c)   Deferral of Receipt of Death Benefit.  Any person 
entitled to receive a death benefit pursuant to this Section may 
defer the receipt of such death benefit, as described in the 
provisions of Section 7.3(c).  During any period of deferral, the 
portion of the deceased Participant's Account(s) payable as a death 
benefit to such person shall be entitled to receive allocations of 
gain or loss in the same manner as other Accounts.

		(d)   Effect of Beneficiary's Death.  In the event that 
a Beneficiary survives the Participant but dies before full payment 
of the Participant's Vested Account balance, the remaining balance 
of such Account(s) shall be paid as soon as practicable to the 
Beneficiary, if any, designated by such deceased Beneficiary, or to 
the Beneficiary's estate if the Beneficiary made no such 
beneficiary designation.  Section 2.10 contains additional rules 
regarding Beneficiary designation, including the provision that if 
a Beneficiary fails to survive the Participant, then the 
Beneficiary designation is null and void.

8. SEVERANCE FROM SERVICE PRIOR TO RETIREMENT, DISABILITY OR DEATH:  
VESTING AND FORFEITURES

8.1 Vested Benefit

		If as of a Participant's date of termination of Service 
with the Employer the Participant is not entitled to a benefit 
under ARTICLE 6 (i.e., a Retirement or Disability benefit, or 7 
(i.e., a Death benefit), the Participant may be entitled to a 
Vested Benefit under this Section.  Such Vested Benefit shall be 
equal to the Vested and nonforfeitable percentage of the aggregate 
of Participant's Employer Accounts determined in accordance with 
the Vesting Schedule described in Section 8.2, together with one 
hundred percent (100%) of all of the Participant's other Accounts.  
Notwithstanding such Vesting Schedule, a Participant's right to all 
of the Participant's Accounts, including the Participant's Employer 
Accounts described in Section 8.2 hereof shall be nonforfeitable 
upon the attainment of the Participant's Normal Retirement Date or 
Early Retirement Date.  Furthermore, all of a Participant's 
Accounts become fully vested and nonterminable in the Plan Year of 
Plan termination.  

8.2 Vesting Schedule

	At the Participant's Normal Retirement Date or Early 
Retirement Date, or at the time a Participant terminates Service by 
reason of Disability or death, or if the Plan is terminated, the 
amount of the Participant's Employer Matching Account, Employer 
Profit Sharing Account, Retirement Plan Accounts and ESOP Accounts 
shall be fully vested and nonforfeitable.  Upon the termination of 
a Participant's Service for any other reason, the amount in the 
Participant's Employer Matching Contributions Account, Employer 
Profit Sharing Account, Retirement Plan Account and ESOP Accounts 
shall be vested in the Participant according to the following 
schedule:

	Years of Vesting Service	Percentage of Each
					Employer Account Vested

	       Less than 4 years				       
0%
	       4 years					       
40%
	       5 years or more				     
100%

	The amount credited to the Participant's other Accounts shall 
be fully vested and non-forfeitable at all times.

8.3 Employer Contribution Forfeitures in General

		(a)	Transfer of Forfeitures to Forfeiture Suspense 
Account.  Upon the termination of Service with the Employer of a 
Participant who is not fully Vested in the value of all the 
Participant's Accounts, the value of the Participant's Accounts as 
of the Allocation Date immediately preceding such termination which 
is in excess of the amount which is Vested and which are therefore 
forfeitable in accordance with the provisions of the Vesting 
Schedule shall be credited to the Participant's Forfeiture Suspense 
Account associated with the type of Employer contribution which is 
being forfeited.  It is noted that a Participant who has terminated 
Service shall be treated as fully Vested in the remaining value of 
the Participant's Accounts during the period after the forfeiture 
is credited to the Participant's Forfeiture Suspense Account.  Gain 
or loss shall be allocated to such Forfeiture Suspense Account in 
accordance with Section 5.4 hereof.

		(b)	Forfeiture on Distributions and Rehire in Plan 
Year of Distributions.  In the event of distribution of the entire 
Vested balance of a Participant's Accounts, any amount credited to 
the Participant's Forfeiture Suspense Account shall be forfeited as 
of the date of such distribution.  However, if the Participant is 
reemployed by the Employer as an Employee, prior to the end of the 
Plan Year in which such distribution occurs, the amount credited to 
each Participant's Forfeiture Suspense Account shall be restored to 
the Participant's Account with respect to which the forfeiture was 
made and accounted for separately thereunder.  Thereafter the value 
of the Vested interest in these  restored Participant's Accounts 
shall be determined in accordance with Section 8.2.

		(c)	Forfeiture on Five Breaks In Service.  Any amount 
credited to a Participant's Forfeiture Suspense Account that has 
not been previously forfeited in accordance with the foregoing 
subsection (b) shall be forfeited as of the Allocation Date 
coincident with or next following the date when the Participant 
incurs five (5) consecutive one (1) year Breaks in Service.

		(d)	All amounts credited to a Forfeiture Suspense 
Account shall continue to be held until a forfeiture occurs 
pursuant to the foregoing subsection (b) or subsection (c) and 
shall receive allocations of gain or loss pursuant to Section 5.4 
hereof.

		(e)	Neither the Participant whose interest has been 
forfeited as provided in the preceding subsection (b) or (c), nor 
the Participant's Beneficiary, executor, administrator or other 
person claiming on the Participant's behalf shall thereafter be 
entitled to any such forfeited interest.

		(f)	The amounts forfeited under the provisions of 
subsection (b) or (c) of this Section shall be applied as soon as 
possible to reduce Matching Employer Contributions, or in excess of 
the amount needed to meet the targeted match, then allocated as 
Employer Profit Sharing Contributions under the Plan, and for all 
purposes of the Plan, including allocation, shall be treated as an 
Employer contribution for the Plan Year in which they are so 
applied; provided, however, that Employer Contribution Forfeitures 
may also be used to restore a reemployed Participant's Accounts as 
provided in Section 8.4.

8.4 Restoration of Amounts Credited to Employer Contribution 
Forfeiture Suspense Accounts and Possible Repayment 
Requirement for Participants' With Vested Benefits

		(a)	Reemployment Before Five Breaks In Service If 
Forfeiture Did Not Occur.  In the event of a Participant's 
reemployment prior to incurring five (5) consecutive one (1) year 
Breaks in Service after the Participant's termination of Service, 
any amount credited to the Participant's 401(k) Forfeiture Suspense 
Account, Retirement Plan Forfeiture Suspense Account and ESOP 
Forfeiture Suspense Account that has not yet been forfeited 
pursuant to Section 8.3(b) of the Plan shall be restored to the 
Participant's Accounts from which the forfeitures occurred as of 
the date of the Participant's  reemployment.

		(b)	Reemployment Before Five Breaks In Service If 
Forfeitures Did Occur.  In the event of a Participant's 
reemployment prior to incurring five (5) consecutive one (1) year 
Breaks in Service after such termination of employment, any amount 
that was credited to a Forfeiture Suspense Account and actually 
forfeited as a result of a distribution of the entire Vested 
balance of the Participant's Accounts shall be restored to the 
Participant's Accounts if and only if the Participant repays to the 
Trust a single sum equal to the full amount of such distribution 
prior to the earlier of the fifth (5th) anniversary of the 
Participant's reemployment or the date that the Participant incurs 
five (5) consecutive one (1) year Breaks in Service after the date 
of distribution.  Thereafter, these restored Participant's Accounts 
shall be accounted for separately.  Any Employer Contribution 
Forfeitures occurring with respect to other Participants in the 
Plan Year the Participant makes the required repayment shall first 
be used to restore the amount that the Participant forfeited.  If 
Employer Contribution Forfeitures with respect to other 
Participants in the current Plan Year are insufficient to provide 
the necessary funds for all required restoration of forfeitures, 
then the Employer shall contribute the additional amount to the 
Plan that is necessary for such purpose.

		(c)	Reemployment After Five Breaks In Service.  A 
Participant who terminated employment with the Employer and is only 
reemployed after incurring five (5) consecutive one (1) year Breaks 
in Service shall not have any forfeiture restored to the 
Participant's Accounts and shall not be permitted to repay any 
amounts distributed.

		(d)	"Pre- and Post-1985 Rule of Parity," as applied 
to Vesting Service, means that the rules stated in this paragraph 
shall be applied to disregard certain Years of Vesting Service.  If 
a former Participant had no right to a deferred vested percentage 
of all or any portion of the Participant's Accounts subject to the 
Vesting Schedule upon termination of employment and the Participant 
incurred a Break in Service prior to the Participant's reemployment 
and prior to the first day of the Plan Year beginning in 1985, then 
the Participant's Years of Vesting Service, which was earned prior 
to the Participant's Break in Service shall be disregarded if and 
only if the total of the Participant's consecutive Breaks in 
Service as of the last day of the Plan Year beginning in 1984 
equals or exceeds the Participant's Vesting Service earned prior to 
such consecutive Breaks in Service.  If a former Participant had no 
right to a deferred vested percentage of all or any portion of the 
Participant's Accounts subject to the Vesting Schedule upon the 
Participant's termination of employment, then the Participant's 
Years of Vesting Service, which was earned prior to the 
Participant's Break in Service and not disregarded in accordance 
with the preceding sentence shall be disregarded if and only if (1) 
the total of the Participant's consecutive Breaks in Service prior 
to the Participant's reemployment equals or exceeds the 
Participant's Years of Vesting Service earned prior to such 
consecutive Breaks in Service and (2) the Participant has not 
incurred at least five (5) consecutive Breaks in Service 
immediately prior to such reemployment.  If a former Participant 
had a right to a deferred vested percentage of all or any portion 
of his accounts subject to the Vesting Schedule as of the date of 
the Participant's termination of employment, then upon reemployment 
the Participant shall receive credit for the Participant's Years of 
Vesting Service earned prior to such Break in Service and not 
previously disregarded.

8.5 Forfeiture and Restoration if No Vested Account Balance

		(a)	In General.  This Section 8.5 shall apply in lieu 
of Sections 8.3, 8.4 and 8.6 upon the termination of a 
Participant's Service who has no Vested balance in any of the 
Participant's Employer Accounts pursuant to the Vesting Schedule.  
The value of such Accounts of the Participant, including any final 
allocation which the Participant would have been entitled to 
receive, shall be deemed to have been distributed to the 
Participant and shall be forfeited upon the Participant's 
termination of employment.  The amount forfeited in accordance with 
this Section shall be utilized as provided in Section 8.3(f), 
unless such Employer Contribution Forfeitures are used to restore a 
re-employed Participant's Accounts as provided in the following 
subsection (b).  Neither the Participant whose interest has been 
forfeited as provided in this Section 8.5(a), nor the Participant's 
Beneficiary, executor, administrator or other person claiming on 
the Participant's behalf shall thereafter be entitled to any such 
forfeited interest, except as otherwise provided in the following 
subsection (b).

		(b)	Restoration of Forfeited Accounts.  In the event 
of a Participant's reemployment with the Employer prior to 
incurring five (5) consecutive one (1) year Breaks in Service after 
the Participant's termination of employment, any amount forfeited 
as of the date of the Participant's reemployment shall be restored 
as provided herein.  Any Employer Contribution Forfeitures 
occurring in the Plan Year the Participant is re-employed shall 
first be used to restore the amount that the Participant forfeited.  
If Employer Contribution Forfeitures in the current Plan Year are 
insufficient to provide the necessary funds for all required 
restoration of Employer Contribution Forfeitures, then the Employer 
shall contribute the additional amount to the Plan that is 
necessary for such purpose.  A Participant who terminated 
employment with the Employer and is only reemployed after incurring 
five (5) consecutive one (1) year Breaks in Service shall not have 
any forfeiture restored to the Participant's Accounts.  

8.6 Vested Interest in Employer Account after a Distribution 
or after Termination of Employment

		(a)	This Section 8.6 shall be inapplicable to the 
extent a Participant terminates Service with a zero percent (0%) 
Vested interest in the Participant's Employer Account.

		(b)	Except as provided in the following subsection 
(c), at any time after a distribution has been charged in whole or 
in part against a Participant's Employer Accounts as described in 
Section 8.2 hereof and before such Participant is fully Vested in 
accordance with the provisions of the Vesting Schedule hereof, the 
value of a Participant's Vested interest in the Participant's 
Employer Accounts as of any Valuation Date for any purpose, 
including the determination of the amount which is to be allocated 
to an Employer Contribution Forfeiture Suspense Account upon a 
subsequent termination of the Participant's employment, shall be 
equal to (1) minus (2), but not less than zero (0), where:

	(1)	equals the Participant's 
Vested percentage, determined in 
accordance with the Vesting Schedule, 
multiplied by the sum of (A) the value 
of the Participant's Employer Account as 
of the Allocation Date plus (B) the 
aggregate amount of all distributions as 
of such Allocation Date; and

	(2)	equals the aggregate amount 
of all prior distributions chargeable 
against the Participant's Employer 
Accounts under Section 8.2 hereof.

		(c)	A Participant who has terminated Service shall be 
treated as fully Vested in the remaining value of the Participant's 
Employer Accounts during the period when an amount is credited to a 
Forfeiture Suspense Account of the Participant.  A Participant who 
has forfeited the value of the Participant's Employer Accounts that 
was transferred to the Participant's Forfeiture Suspense Accounts 
shall at all times thereafter be fully Vested in the value of 
nonforfeited amounts in the Participant's Employer Accounts; 
provided, however, that if the Participant exercises the 
Participant's repayment right, if any, under Section 8.4 hereof, 
then the regular Vesting Schedule shall apply thereafter to the 
Participant's restored Employer Accounts.  Also, if a Participant 
who has forfeited the value of the Participant's Employer Accounts 
that was transferred to the Forfeiture Suspense Account of the 
Participant is reemployed by the Employer and either has not yet 
exercised the Participant's repayment rights under Section 8.4(b) 
hereof or has no such repayment rights because the Participant was 
only reemployed after incurring five (5) consecutive one (1) year 
Breaks in Service, then any subsequent Employer contributions to 
which the Participant is entitled shall be allocated to a separate 
Qualified Nonelective Employer Account, Employer Matching Account 
or Employer Profit Sharing Account, as the case may be, until such 
time as the Participant is fully Vested in accordance with the 
provisions of Section 8.2 hereof.  In any event, the Vested value 
of a Participant's Employer Accounts shall only be distributed in 
accordance with the following ARTICLE 12.

9. SPECIAL PROTECTED BENEFIT DISTRIBUTION RULES RELATING TO THE 
401(K) PLAN ACCOUNTS (OTHER THAN THE 401(K) PLAN EMPLOYER STOCK 
ACCOUNT)

9.1 Provisions in General

	The Provisions of this Article shall apply only to the 401(k) 
Plan Accounts (except the 401(k) Employer Stock Account to which 
Article 11 is applicable) after January 1, 1998 and shall be 
effective as opposed to the other provisions of the Plan applicable 
to the Retirement Plan Accounts in ARTICLE 10 and the ESOP Accounts 
in ARTICLE 11.  However, the distribution provisions herein shall 
be subject to the legal restrictions and general distribution rules  
set forth in ARTICLE 12 (i.e., Code Section 401(a)(9) rules 
applicable to all plans qualified for tax favorable treatment under 
Section 401(a) of the Code.  

9.2 Method of Distribution and Right of Surviving Spouse to 
Death Benefit

		(a)	Normal Method of Distribution.  The normal method 
of distribution of the Vested balance of a Participant's 401(k) 
Plan Accounts (other than the Participant's 401(k) Employer Stock 
Account to which Article 10 is applicable) shall be a lump sum: 
provided, however, that a Participant (or the Participant's 
Beneficiary in the event of the Participant's death) may elect to 
receive payment in installments in accordance with Section 9.2(b) 
hereof.  Except as otherwise provided herein, the Beneficiary of a 
married Participant must be the Participant's Spouse with respect 
to any distribution of death benefits that is made on or after 
August 23, 1984.  Any designation of a nonspouse Beneficiary to 
receive a death benefit under this Article by a Participant who has 
a surviving Spouse, whether the designation was made before or 
after the date of adoption of this amended and restated Plan 
effective as of January 1, 1998, shall be ineffective unless the 
surviving Spouse consents to the Participant's designation of a 
nonspouse Beneficiary as provided in the following Section 9.3 or 
files a disclaimer as provided in the following Section 12.5. For 
purposes of this Section 9.2 and the following Section 9.3, a 
former Spouse will be treated as the Participant's surviving Spouse 
to the extent required by a Qualified Domestic Relations Order.

		(b)	Installment Method of Distributions.  The 
installment method of distribution specifying the number and 
frequency of such installments shall be determined in accordance 
with Section 12.7 over a period selected by the Participant (or the 
Participant's Beneficiary) and not exceeding the maximum 
permissible period determined in accordance with Section 12.1 
hereof.

		(c)	No Annuity Distribution Option.  Since no annuity 
option is associated with the Plan's 401(k) Plan Accounts (other 
than the Participant's 401(k) Employer Stock Account) and since 
this Plan provides that a Participant's remaining Vested balance of 
the Participant's 401(k) Plan Accounts (other than the 
Participant's 401(k) Employer Stock Account) is payable in full to 
the Participant's surviving Spouse, if any, this Plan is not 
required by the Retirement Equity Act of 1984 to provide payment of 
benefits in the form of a Qualified Joint and Survivor Annuity or a 
Qualified Preretirement Survivor Annuity with respect to benefits 
derived from the 401(k) Plan Accounts (other than the Participant's 
401(k) Employer Stock Account).

9.3 Consent by Spouse to Designation of Nonspouse Beneficiary

		(a)	The Vested balance of a Participant's 401(k) 
Accounts (other than the Participant's 401(k) Employer Stock 
Account) shall be distributed to a nonspouse Beneficiary of a 
married Participant if and only if the Participant's surviving 
Spouse has consented in writing to the Participant's election to 
designate a nonspouse Beneficiary as provided in this Section 9.3 
(or has filed a disclaimer as provided in the following Section 
12.5).  Such spousal consent shall not be required if the 
Participant had earlier established to the satisfaction of the 
Employer that the consent could not be obtained because the Spouse 
could not be located or because of such other circumstances as the 
Secretary of the Treasury may prescribe by regulations.

		(b)	Any such written consent by a Participant's 
surviving Spouse shall acknowledge the effect of the Participant's 
designation of a nonspouse Beneficiary, must be limited to a 
benefit for a specific alternate Beneficiary, and must be witnessed 
by a Plan representative or by a notary public.

9.4 Date of Distribution

		(a)	Distribution of a Participant's Vested balance of 
the Participant's 401(k) Plan Accounts (other than the 
Participant's 401(k) Employer Stock Account to which Article 11 is 
applicable) shall be made or commenced by the Trustee as soon as 
practicable after the Participant has terminated employment with 
the Employer and files a written request for such a distribution on 
a form provided by the Plan Administrator for such purpose.  Such a 
written request shall be treated as a claim for benefits and shall 
be processed as required by Section 16.2.  Such a request shall 
specify the form of payment desired by the Participant and the 
requested date of distribution, which should allow a reasonable 
period of time for processing the request pursuant to Section 16.2.  
The Employer and the Trustee shall comply with any reasonable 
request to the extent possible.  The value of any distribution made 
in Employer Stock shall be based on the value of the Stock as of 
the last business day of the month immediately prior to the 
requested date of distribution.  However, the Employer may delay 
distribution until valuation information is available as of the 
next Allocation Date if that is deemed in the best interests of 
other Participants.  Additionally, distribution may be delayed a 
reasonable period of time if necessary to liquidate sufficient 
assets to make such distribution without incurring unreasonable 
losses.

		Notwithstanding the foregoing, a Participant who has 
been reemployed by the Employer (or is employed by any other 
employer required to be aggregated with the Employer under Section 
414(b), (c), (m) or (o) of the Code) shall not be entitled to 
receive a distribution from the Plan as long as the Participant 
remains employed by the Employer, except as required by Section 
12.1 hereof.

		If a Participant is entitled to a final allocation at 
termination of employment, distribution of the Vested balance of 
the Participant's 401(k) Plan Accounts in the Plan (other than the 
Participant's 401(k) Employer Stock Account to which Article 11 is 
applicable) shall normally be delayed until the final allocation of 
the Plan Year in which termination of Service occurred reflecting 
all allocations which respect to the Participant are completed.  A 
Participant who is entitled to a final allocation at termination of 
Service may request an earlier distribution based on the Vested 
balance in the Participant's 401(k) Plan Accounts in the Plan 
(other than the Participant's 401(k) Employer Stock Account) as of 
the Allocation Date immediately preceding the Participant's 
termination of Service (to be followed as soon as practicable after 
such final allocations have been made with a supplemental 
distribution for the Allocation Period in which termination of 
employment occurred).  The Plan Administrator shall authorize 
distribution as soon as practicable after receiving such a request 
for an earlier distribution.

		(b)	A Participant may defer the date of distribution 
until a distribution is required in accordance with the minimum 
distribution rules of Section 401(a)(9) of the Code, as reflected 
in Section 12.4 by requesting such deferral in writing delivered to 
the Employer.  During such period of deferment such Participant 
shall share in allocation of Trust Fund gain or loss as described 
in Section 5.4 hereof.

		(c)	Unless the distribution is deferred by the 
Participant, then it must commence within sixty (60) days after the 
latest of (1) the Participant's termination of employment, (2) the 
Participant's attainment of the earlier of age sixty-five (65) or 
the Participant's Normal Retirement Date, or (3) the tenth (10th) 
anniversary of the Participant's initial date of Plan 
participation.

		(d)	Pursuant to Section 411(a)(11) of the Code, 
written consent by the Participant is required prior to the 
commencement of a distribution at any time prior to the date that 
the Participant attains the later of age sixty-two (62) or the 
Participant's Normal Retirement Date, without regard to whether or 
not the value of the Participant's Vested Account balance derived 
from the Participant's aggregate Accounts exceeds (or at the time 
of any prior distribution exceeded) five thousand dollars ($5,000).

		Any such required consent by a Participant shall be 
obtained in writing within the ninety (90)-day period ending on the 
Annuity Starting Date.  The Plan Administrator shall notify the 
Participant of the right to defer any distribution until the 
Participant attains the later of age sixty-two (62) or the 
Participant's Normal Retirement Date (or until such later date as 
the Plan may permit deferral).  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 Section 417(a)(3) of the Code, and shall be 
provided no less than thirty (30) days and no more than ninety (90) 
days prior to the annuity starting date.

		In any event, neither the consent of the Participant 
nor the Participant's Spouse shall be required to the extent that a 
distribution is required to satisfy Section 401(a)(9) or Section 
415 of the Code.  In addition, upon termination of this Plan if the 
Plan does not offer an annuity option (purchased from a commercial 
provider), any distribution to a Participant shall not require the 
consent of such Participant (or the Participant's Spouse) unless 
another qualified defined contribution plan (other than the ESOP) 
is ever in the future maintained by the Employer in the future or 
an employer required to be aggregated with the Employer under 
Section 414(b), (c), (m) or (o) of the Code.  If such a qualified 
defined contribution plan is ever in the future maintained by the 
Employer or an employer required to be aggregated with the Employer 
under Section 414(b), (c), (m) or (o) of the Code, then, upon 
termination of the Plan, distribution to a Participant, without 
regard to whether or not the Participant's total Vested Account 
balances exceeds five thousand dollars ($5,000), shall only be made 
if such Participant consents in writing to such distribution; 
provided however that if the Participant fails to consent in 
writing to such distribution within thirty (30) days after an 
appropriate notice explaining the availability of such a 
distribution is given to the Participant, the Employer may direct, 
without the written consent of the Participant (or the 
Participant's Spouse), that the Participant's Vested Account 
balance be transferred to such other defined contribution plan (or 
any of them if there is more than one) maintained by the Employer 
or an employer required to be aggregated with the Employer under 
Section 414(b), (c), (m) or (o) of the Code.

		(e)	In the event of a Participant's death before 
receipt of the Participant's entire Vested Account balance, any 
balance shall be payable to the Participant's Beneficiary in 
accordance with the rules governing death benefits set forth in 
Section 7.2.  The consent provisions of the preceding subsection 
(d) do not apply after the death of the Participant.

10. SPECIAL PROTECTED BENEFIT DISTRIBUTION RULES RELATING TO THE 
RETIREMENT PLAN ACCOUNTS

10.1 Provisions In General

	The provisions of this Article shall apply only to the 
Retirement Plan Accounts after January 1, 1998 and shall be 
effective in lieu of the other distribution provisions of this Plan 
specifically to the 401(k) Plan Accounts in ARTICLE 9 and the ESOP 
Accounts in ARTICLE 11.  However, the distribution provisions 
herein shall be subject to the general distribution rules (i.e., 
the Code Section 401(a)(9) rules applicable to all plans qualified 
for tax favorable treatment under Section 401(a) of the Code) set 
forth in ARTICLE 12.  

10.2 Methods of Distribution upon Termination of Employment 
or Retirement

		(a)	Normal Form of Benefit Payment.  Unless an 
optional form of benefit is selected pursuant to a qualified 
election within the ninety (90)-day period ending on the "Annuity 
Starting Date" (as defined in the following subsection (e)) a 
married Participant's Retirement Plan Accounts will be paid in the 
form of Qualified Joint and Survivor Annuity and an unmarried 
Participant's Account will be paid in the form of a Life Annuity.  
The Participant may elect such an annuity distribution whenever the 
Participant is entitled to elect a date of distribution pursuant to 
Section 10.3.  However, certain small benefits shall be cashed out 
pursuant to Section 12.3.

		(b)	The Purchase of an Annuity to Pay Benefits.  Such 
Life Annuity or Qualified Joint and Survivor Annuity shall be 
provided by a nontransferable annuity contract purchased by the 
Trustee with the lump sum value of the Participant's entire 
Retirement Plan Accounts from an insurance company (based on unisex 
purchase rates) approved by the Employer.  Only the Spouse to whom 
the Participant is married at the time that benefits commence shall 
be entitled to receive payments under such a survivor annuity, 
except to the extent that a Qualified Domestic Relations Order may 
have provided that a former Spouse is treated as the Participant's 
Spouse for such purpose prior to the time that benefits commence.  
The terms of any annuity contract purchased or distributed by the 
Plan to a Participant or a Participant's Spouse shall comply with 
the requirements of Section 401(a)(9) of the Code and the 
regulations thereunder set forth in Section 12.1 hereof.

		(c)	Spouse Automatically Beneficiary.  The 
Beneficiary of a married Participant under the Plan must be the 
Participant's Spouse, as provided in this Section, unless a 
nonspouse Beneficiary is validly designated as provided herein.  
Any designation of a nonspouse Beneficiary to receive a death 
benefit under this ARTICLE by a Participant who has a surviving 
Spouse shall be ineffective unless the surviving Spouse consents in 
writing to the Participant's designation of a nonspouse Beneficiary 
or files a disclaimer as provided in Section 12.5.  Any such 
written consent by a Participant's surviving Spouse shall 
acknowledge the effect of the Participant's designation of a 
nonspouse Beneficiary, must be limited to a benefit for a specific 
alternate Beneficiary (unless the Spouse expressly permits a later 
change of Beneficiary by the Participant without any further 
spousal consent), and must be witnessed by a Plan representative or 
notary public.  Such spousal consent shall not be required if the 
Participant establishes to the satisfaction of the Employer that 
the consent cannot be obtained because the Spouse cannot be located 
or because of such other circumstances as the Secretary of the 
Treasury may prescribe by regulations.  For purposes of this 
Section 10.2, a former Spouse will be treated as the Participant's 
surviving Spouse to the extent required by a Qualified Domestic 
Relations Order.

		(d)	Death Before Commencement of Benefits.  If a 
married Participant dies before commencement of the Participant's 
benefits, distribution of any benefits to which this Section 10.2 
applies shall be payable solely according to the provisions of 
Sections 7.3, which include provision for a Qualified Preretirement 
Survivor Annuity unless waived by the Participant with the 
requisite spousal consent.  If an unmarried Participant dies before 
commencement of the Participant's benefits, distribution of the 
Participant's benefits hereunder also shall be subject to the 
provisions of Section 7.3 hereof.

		(e)	Optional Form of Benefit Distribution.  Subject 
to the provisions of this Section, a Participant (or, in the event 
of the Participant's death, a Beneficiary entitled to receive a 
distribution under the Plan) may elect, as provided in this 
subsection (e), an optional method of distribution of the value of 
the Participant's Account(s) from among the following methods:

			(1)	a lump sum; or

			(2)	installments determined in accordance with 
Section 12.7(c) of the Plan over a period selected by the 
Participant (or the Participant's Beneficiary) of an amount 
not less than the minimum payment required under Section 12.1 
hereof and not exceeding the period permitted under Section 
12.7(c) or the maximum permissible period determined in 
accordance with Section 12.1 hereof; or

			(3)	level monthly payments under a 
nontransferable annuity contract purchased by the Trustee 
with the lump sum value of such vested interest (or the 
portion thereof being distributed in this method) from an 
insurance company (based on unisex purchase rates) as 
directed by the Plan Administrator payable:

				(i)	for the lifetime of the Participant 
(or if the Participant has already died, for the 
Beneficiary's lifetime),

				(ii)	for the Participant's lifetime with a 
guaranteed minimum number of payments not exceeding the 
Participant's life expectancy at the annuity 
commencement date, or

				(iii)	for the Participant's lifetime with 
provisions for continuing level monthly payments of a 
specified percentage (not exceeding one hundred percent 
(100%)) of the amount of such Participant's monthly 
payments for the lifetime of the Participant's 
Beneficiary; provided, however, if the Beneficiary is 
other than the Participant's Spouse, the present value 
of payments expected to be made to the Participant must 
exceed fifty percent (50%) of the present value of 
total payments expected to be made to the Participant 
and the Participant's Beneficiary; or

			(4)	any combination of the foregoing which in 
the aggregate is equivalent to the lump sum value of such 
Vested Retirement Plan Accounts.

		A Participant (or, in the event of the Participant's 
death, a Beneficiary entitled to receive a distribution under the 
Plan) may elect, from among the methods specified in this 
subsection (e), an optional method of distribution of the 
Participant's Vested Retirement Plan Accounts.  Such election and 
the revocation or change of such election shall be made in writing, 
in the form and manner prescribed by the Plan Administrator.  The 
period for making such election shall begin on a Participant's 
Participation Date and end on the date that distribution of 
benefits to the Participant commences.  Notwithstanding the 
foregoing, a Participant may only elect an optional method of 
distribution pursuant to the rules and conditions stated in the 
following subsection (f).

		(f)	Spousal Notice Requirement in General.  Except 
for small benefit cashouts made pursuant to Section 12.4, the 
following rules and conditions shall apply regarding notice to 
Participants of the right to elect not to receive distribution in 
the form otherwise provided pursuant to the preceding subsection 
(a) and regarding the requirement that a married Participant's 
Spouse consent to any such election:

	(1)	Timing and Context of Notice.  A Participant 
shall receive election information from the Employer 
regarding a Qualified Joint and Survivor Annuity if the 
Participant is married (or a Life Annuity if the Participant 
is unmarried) no less than thirty (30) days and no more than 
ninety (90) days prior to the Annuity Starting Date. Such 
election information shall contain a written explanation of 
(i) the terms and conditions of the Qualified Joint and 
Survivor Annuity if the Participant is married or the Life 
Annuity if the Participant is unmarried, (ii) the 
Participant's right to make and the effect of an election to 
waive the Qualified Joint and Survivor Annuity if the 
Participant is married or the Life Annuity if the Participant 
is unmarried, (iii) the rights of a married Participant's 
Spouse to consent in writing to such election or to withhold 
such consent, and (iv) the Participant's right to revoke an 
election and the effect of such revocation.

	(2)	Spousal Consent and Qualified Election.  A 
Participant may elect in writing, within the election period 
beginning ninety (90) days prior to the Participant's Annuity 
Starting Date not to have the Participant's benefits from 
Vested Retirement Plan Accounts paid in the form of a 
Qualified Joint and Survivor Annuity if the Participant is 
married or in the form of a Life Annuity if the Participant 
is unmarried.  Any such waiver of a Qualified Joint and 
Survivor Annuity form of benefit by a married Participant 
with respect to Vested Retirement Plan Accounts shall not be 
effective unless: (A) the married 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 a 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 
Employer that there is no Spouse or that the Spouse cannot be 
located, a waiver will be deemed a qualified election.  It is 
noted that spousal consent is not required pursuant to 
Section 12.4 if the vested value of the Participant's 
Accounts in the aggregate are less than five thousand dollars 
($5,000).

	Any consent by a Spouse obtained under this provision 
(or the 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.  However, once a Spouse has consented to a 
Participant's election, such Spouse's consent cannot be 
revoked unless the Participant also revokes the Participant's 
election.  No consent obtained under this provision with 
regard to waiver of a Qualified Joint and Survivor Annuity 
form of benefit shall be valid unless the Participant has 
received notice as provided in the preceding paragraph (1).  
If a Participant is divorced prior to the Annuity Starting 
Date, any election made hereunder while the Participant was 
married shall remain in force unless the Participant changes 
such election, the Participant is remarried, or a Qualified 
Domestic Relations Order provides to the contrary.

			(3)	Notwithstanding the foregoing provisions of 
this subsection (f) and in addition to the exception for 
certain small benefit cashouts made pursuant to Section 12.4, 
certain exceptions to these consent rules are specified in 
Section 10.3(d) hereof.

		(g)	For purposes of this Section, if a Participant 
dies after the Annuity Starting Date, the Spouse to whom the 
Participant was married on the Annuity Starting Date shall be the 
Spouse who is entitled to any survivor annuity hereunder, even if 
the Participant is not married to such Spouse on the date of the 
Participant's death, unless otherwise provided in a Qualified 
Domestic Relations Order.  A former Spouse will be treated as the 
Spouse to whom the Participant is married on the Annuity Starting 
Date to the extent provided under a Qualified Domestic Relations 
Order.

		(h)	Notwithstanding the foregoing, with respect to 
benefits from the Retirement Plan which commenced prior to August 
23, 1984, only the forms of distribution available under the 
provisions of the Retirement Plan which were in effect as of the 
date of distribution, disregarding this Plan as amended and 
completely restated effective as of January 1, 1989, are required 
to have been made available, and the consent of a surviving Spouse 
shall not be required with respect to any such benefit which 
actually commenced prior to August 23, 1984.

10.3 Date of Distribution

		(a)	General Rule.  A Participant who terminates 
employment with the Employer shall be entitled to request 
distribution of the Participant's Vested interest in the Plan at 
any time after the Participant's termination of employment.  Actual 
distribution to a Participant who is entitled to request a 
distribution in accordance with this subsection shall be made or 
commenced as soon as practicable after such a Participant has filed 
a written application requesting a distribution, and the 
distribution shall be made or commenced in accordance with the date 
of distribution requested to the extent practicable.  No 
distribution shall be made to a Participant during the 
Participant's continued employment with the Employer.  In addition, 
a Participant who has been reemployed shall not be entitled to 
receive a distribution from the Plan as long as the Participant 
remains employed by the Employer, except as required by Section 
12.1.  Also, it should be noted that certain small benefits will 
automatically be cashed out in accordance with the provisions of 
Section 12.4 without any request by the Participant.

		The Employer and the Trustee shall comply with any 
reasonable request to the extent possible, but they may delay the 
distribution until valuation information is available as of the 
next Valuation Date if that is deemed in the best interests of 
other Participants.  Furthermore, distribution may be delayed a 
reasonable period of time if necessary to liquidate sufficient 
assets to make such distribution without incurring unreasonable 
losses.

		(b)	Right to Defer Distribution.  Prior to the 
receipt of the value of the Participant's Account(s), a Participant 
who terminates employment prior to age seventy and one-half 
(70-1/2) may elect, by written election on a form approved by the 
Administrator, to defer receipt of the value of the Participant's 
Account(s) for any period of time, provided that distribution must 
be made in compliance with the provisions of Section 12.1 hereof.

		(c)	ERISA Distribution Rules.  In order to comply 
with ERISA, if a Participant has neither requested distribution nor 
elected to defer, then distribution must be made or commenced not 
later than sixty (60) days after the end of the Plan Year in which 
occurs the latest of (1) the Participant's termination of Service, 
(2) the Participant's Normal Retirement Date, or (3) the tenth 
(10th) anniversary of the Participant's initial participation date.

		(d)	Requirement for Consent by Participant (and 
Spouse).  Pursuant to Section 411(a)(11) of the Code, written 
consent by the Participant is required prior to the commencement of 
a distribution at any time prior to the Participant's Normal 
Retirement Date if the value of the Participant's Vested Account 
balances in the aggregate exceeds (or at the time of any prior 
distribution exceeded) five thousand dollars ($5,000).

		Any such required consent by a Participant shall be 
obtained in writing within the ninety (90)-day period ending on the 
annuity starting date. The Administrator shall notify the 
Participant of the right to defer any distribution until the 
Participant's Normal Retirement Date (or until such later date as 
permitted under Section 12.1 hereof).  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 Section 417(a)(3) of the Code, and shall be 
provided no less than thirty (30) days and no more than ninety (90) 
days prior to the Annuity Starting Date.

		The Participant and the Participant's Spouse (or where 
either the Participant or the Spouse has died, the survivor) must 
consent to any distribution of the Vested Account balance which is 
payable in any form other than a Qualified Joint and Survivor.  The 
rules governing such consent as contained in Section 10.2, which 
reflect the requirements of Section 417 of the Code, must be 
complied with to the extent they are applicable.  However, such 
rules are not applicable to small benefit cashouts made pursuant to 
Section 12.4.

		In any event, neither the consent of the Participant 
nor the Participant's Spouse shall be required to the extent that a 
distribution is required to satisfy Section 401(a)(9) or Section 
415 of the Code.  If a qualified defined contribution plan (other 
than the ESOP) is ever in the future maintained by the Employer or 
an employer required to be aggregated with the Employer under 
Section 414(b), (c), (m) or (o) of the Code, upon termination of 
the Plan distribution to a Participant, without regard to whether 
or not the Participant's total Vested Account balances exceeds five 
thousand dollars ($5,000), shall only be made if such Participant 
consents in writing to such distribution.  However, if the 
Participant fails to consent in writing to such distribution within 
thirty (30) days after an appropriate notice explaining the 
availability of such a distribution is given to the Participant, 
the Employer may direct, without the written consent of the 
Participant (or the Participant's Spouse), that the Participant's 
Vested Account balances be transferred to such other defined 
contribution plan (or any of them if there is more than one) ever 
in the future maintained by the Employer or an employer required to 
be aggregated with the Employer under Section 414(b), (c), (m) or 
(o) of the Code.

		(e)	Participant's Death Before Receiving Full 
Distribution.  In the event of a Participant's death after 
commencement of benefit distribution, but prior to receiving full 
payment of the Participant's entire Vested Account balances, 
distribution of the unpaid balance of such Vested interest shall be 
made to the Participant's Beneficiary in accordance with the 
benefit payment option applicable to the distribution.  The consent 
provisions of subsection (d) do not apply after the death of the 
Participant.

11. SPECIAL PROTECTED BENEFIT DISTRIBUTION RULES RELATING TO ESOP 
ACCOUNTS AND THE 401(K) PLAN EMPLOYER STOCK ACCOUNT

11.1 Provisions in General

	The Provisions of this Article shall apply only to the ESOP 
Accounts and the 401(k) Employer Stock Account after January 1, 
1998 and shall be effective in lieu of the other provisions of the 
Plan specifically relating to the 401(k) Plan Accounts (other than 
the 401(k) Employer Stock Account) in ARTICLE 9 and the Retirement 
Plan Accounts in ARTICLE 10.  However, the distribution provisions 
herein shall be subject to the legal restrictions (i.e., Code 
Section 401(a)(9) rules applicable to all plans qualified for tax 
favorable treatment under Section 401(a) of the Code) and general 
distribution rules set forth in ARTICLE 12.  

11.2 Method of Distribution and Right of Surviving Spouse to 
Death Benefit

		(a)	The normal method of distribution of the Vested 
balance of a Participant's ESOP Accounts shall be a lump sum: 
provided, however, that a Participant (or the Participant's 
Beneficiary in the event of the Participant's death) may elect to 
receive payment in installments in accordance with Section 11.2(b) 
hereof.  Except as otherwise provided herein, the Beneficiary of a 
married Participant must be the Participant's Spouse with respect 
to any distribution of death benefits that is made on or after 
August 23, 1984.  Any designation of a nonspouse Beneficiary to 
receive a death benefit under this Article by a Participant who has 
a surviving Spouse, whether the designation was made before or 
after the date of adoption of this amended and restated Plan 
effective as of January 1, 1998, shall be ineffective unless the 
surviving Spouse consents to the Participant's designation of a 
nonspouse Beneficiary as provided in the following Section 11.3 or 
files a disclaimer as provided in the following Section 12.5. For 
purposes of this Section  and the following Section 11.3, a former 
Spouse will be treated as the Participant's surviving Spouse to the 
extent required by a Qualified Domestic Relations Order.

		(b)	The election of an installment method of 
distribution specifying the number and frequency of such 
installments shall be determined in accordance with Section 12.7 
over a period selected by the Participant (or the Participant's 
Beneficiary) and not exceeding the maximum permissible period 
determined in accordance with Section 12.1 of the Plan.

		(c)	Since no annuity option is associated with the 
Plan's ESOP Accounts and since this Plan provides that a 
Participant's remaining Vested balance of the Participant's ESOP 
Accounts is payable in full to the Participant's surviving Spouse, 
if any, this Plan is not required by the Retirement Equity Act of 
1984 to provide payment of benefits in the form of a Qualified 
Joint and Survivor Annuity or a Qualified Preretirement Survivor 
Annuity with respect to benefits derived from the ESOP Accounts.

11.3 Consent by Spouse to Designation of Nonspouse 
Beneficiary

		(a)	The vested balance of a Participant's Account(s) 
shall be distributed to a nonspouse Beneficiary of a married 
Participant if and only if the Participant's surviving Spouse has 
consented in writing to the Participant's election to designate a 
nonspouse Beneficiary as provided in this Section (or has filed a 
disclaimer as provided in the following Section 12.5).  Such 
spousal consent shall not be required if the Participant had 
earlier established to the satisfaction of the Employer that the 
consent could not be obtained because the Spouse could not be 
located or because of such other circumstances as the Secretary of 
the Treasury may prescribe by regulations.

		(b)	Any such written consent by a Participant's 
surviving Spouse shall acknowledge the effect of the Participant's 
designation of a nonspouse Beneficiary, must be limited to a 
benefit for a specific alternate Beneficiary, and must be witnessed 
by a Plan representative or by a notary public.

11.4 Date of Distribution

		(a)	Distribution of a Participant's Vested balance of 
the Participant's ESOP Accounts shall be made or commenced by the 
Trustee as soon as practicable after the Participant has terminated 
employment with the Employer and files a written request for such a 
distribution on a form provided by the Plan Administrator for such 
purpose.  Such a written request shall be treated as a claim for 
benefits and shall be processed as required by Section 16.2.  Such 
a request shall specify the form of payment desired by the 
Participant and the requested date of distribution, which should 
allow a reasonable period of time for processing the request 
pursuant to Section 16.2.  The Employer and the Trustee shall 
comply with any reasonable request to the extent possible.  The 
value of any distribution made in Employer Stock shall be based on 
the value of the Stock as of the last business day of the month 
immediately prior to the requested date of distribution.  However, 
the Employer may delay distribution until valuation information is 
available as of the next Valuation Date if that is deemed in the 
best interests of other Participants.  Additionally, distribution 
may be delayed a reasonable period of time if necessary to 
liquidate sufficient assets to make such distribution without 
incurring unreasonable losses.

		Notwithstanding the foregoing, a Participant who has 
been reemployed by the Employer (or is employed by any other 
employer required to be aggregated with the Employer under Section 
414(b), (c), (m) or (o) of the Code) shall not be entitled to 
receive a distribution from the Plan as long as the Participant 
remains employed by the Employer, except as required by Section 
12.1 hereof.

		If a Participant is entitled to a final allocation at 
termination of employment, distribution of the Vested balances of 
the Participant's ESOP Accounts in the Plan shall normally be 
delayed until the final allocation of the Plan Year in which 
termination of employment occurred reflecting all allocations which 
respect to the Participant are completed.  A Participant who is 
entitled to a final allocation at termination of employment may 
request an earlier distribution based on the Vested balance in the 
Participant's ESOP Accounts in the Plan as of the Allocation Date 
immediately preceding the Participant's termination of employment 
(to be followed as soon as practicable after such final allocations 
have been made with a supplemental distribution for the Allocation 
Period in which termination of employment occurred).  The Plan 
Administrator shall authorize distribution as soon as practicable 
after receiving such a request for an earlier distribution.

		(b)	A Participant may defer the date of distribution 
until a distribution is required in accordance with the minimum 
distribution rules of Section 401(a)(9) of the Code, as reflected 
in Section 12.1 by requesting such deferral in writing delivered to 
the Employer.  During such period of deferment such Participant 
shall share in allocation of Trust gain or loss.

		(c)	Unless the distribution is deferred by the 
Participant, then it must commence within sixty (60) days after the 
latest of (1) the Participant's termination of employment, (2) the 
Participant's attainment of the earlier of age sixty-five (65) or 
the Participant's Normal Retirement Date, or (3) the tenth (10th) 
anniversary of the Participant's Participation Date.  It is noted 
that subsection (f) of this section may require an earlier 
distribution date.

		(d)	Pursuant to Section 411(a)(11) of the Code, 
written consent by the Participant is required prior to the 
commencement of a distribution at any time prior to the date that 
the Participant attains the later of age sixty-two (62) or Normal 
Retirement Age, without regard to whether or not the value of the 
Participant's Vested Account balance derived from Employer and 
Employee contributions exceeds (or at the time of any prior 
distribution exceeded) five thousand dollars ($5,000).

		Any such required consent by a Participant shall be 
obtained in writing within the ninety (90)-day period ending on the 
annuity starting date.  The "annuity-starting date" 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 of the right to defer any distribution until the 
Participant attains the later of age sixty-two (62) or Normal 
Retirement Age (or until such later date as the Plan may permit 
deferral).  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 Section 
417(a)(3) of the Code, and shall be provided no less than thirty 
(30) days and no more than ninety (90) days prior to the annuity 
starting date.

		In any event, neither the consent of the Participant 
nor the Participant's Spouse shall be required to the extent that a 
distribution is required to satisfy Section 401(a)(9) or Section 
415 of the Code.  In addition, upon termination of this Plan if the 
Plan does not offer an annuity option (purchased from a commercial 
provider), any distribution to a Participant shall not require the 
consent of such Participant (or the Participant's Spouse) unless 
another qualified defined contribution plan (other than an employee 
stock ownership plan as defined in Section 4975(e)(7) of the Code) 
is ever in the future maintained by the Employer or an employer 
required to be aggregated with the Employer under Section 414(b), 
(c), (m) or (o) of the Code.  If such a qualified defined con-
tribution plan is maintained by the Employer or an employer 
required to be aggregated with the Employer under Section 414(b), 
(c), (m) or (o) of the Code, then, upon termination of the Plan, 
distribution to a Participant, without regard to whether or not the 
Participant's total Vested Account balance exceeds five thousand 
dollars ($5,000), shall only be made if such Participant consents 
in writing to such distribution; provided however that if the 
Participant fails to consent in writing to such distribution within 
thirty (30) days after an appropriate notice explaining the 
availability of such a distribution is given to the Participant, 
the Employer may direct, without the written consent of the 
Participant (or the Participant's Spouse), that the Participant's 
Vested Account balance be transferred to such other defined contri-
bution plan (or any of them if there is more than one) maintained 
by the Employer or an employer required to be aggregated with the 
Employer under Section 414(b), (c), (m) or (o) of the Code.

		(e)	In the event of a Participant's death before 
receipt of the Participant's entire Vested Account balance, any 
balance shall be payable to the Participant's Beneficiary in 
accordance with the rules governing death benefits set forth in 
Section 7.4.  The consent provisions of the preceding subsection 
(d) do not apply after the death of the Participant.

		(f)	In order to comply with Section 409(o) of the 
Code, a Participant may elect to have any Employer Stock that is 
subject to this subsection (f), and that has been allocated to the 
Participant's ESOP Stock Account, distributed in accordance with 
the following rules:

	(1)	If the Participant separates from Service by 
reason of the reaching the Normal Retirement Date under the 
Plan, death, or Disability, distribution of the Participant's 
ESOP Stock Account will begin not later than one year after 
the close of the Plan Year in which such event occurs unless 
the Participant otherwise elects under the provisions of the 
Plan other than this subsection (f).

	(2)	If the Participant separates from Service for any 
reason other than those enumerated in subparagraph (1) above, 
and is not reemployed by the Employer before the end of the 
fifth (5th) Plan Year following the Plan Year of such 
separation from Service, distribution of the Participant's 
Stock Account will begin not later than one year after the 
close of the fifth (5th) Plan Year following the Plan Year in 
which the Participant separated from Service unless the 
Participant otherwise elects under the provisions of this 
Plan other than this subsection (f).

	(3)	If the Participant separates from Service for a 
reason other than those described in subparagraph (1) of this 
subsection, and is reemployed by the Employer before 
distribution is required to commence pursuant to this 
subsection, any distribution to the Participant, prior to any 
subsequent separation from Service, shall only be made in 
accordance with the terms of the Plan other than this 
subsection.

	(4)	Distribution pursuant to this subsection shall be 
subject to such provisions as require the consent of the 
Participant and the Participant's Spouse to a distribution 
with a vested value in excess of five thousand dollars 
($5,000) and such provisions as may require an earlier dis-
tribution.

		(g)	Distributions required under the preceding 
subsection (f) shall be made in substantially equal annual payments 
over a period of five (5) years unless the Participant otherwise 
elects under applicable provisions of this Plan.  In no event shall 
such distribution period exceed the period permitted under Section 
401(a)(9) of the Code, as reflected in Section 12.1 of this Plan.

11.5 Value of Vested Interest and Distribution in Cash or 
Property

		(a)   Determination of the value of a Participant's 
Vested Account balance for purposes of distribution shall be based 
on the most recent valuation information available, subject to such 
adjustments as are made in accordance with rules adopted by the 
Employer for this purpose and taking into account the provisions of 
this Section 11.5 regarding the determination of the value of the 
Employer Stock.  Less than the entire value of a Participant's Ac-
count Balance as so determined may be distributed initially if it 
seems likely that the Trust Fund has incurred a loss that has not 
yet been reflected in the value of such Vested Account balance.  In 
this event, a supplemental distribution shall be made as soon as 
possible following the next allocation.  The Plan Administrator 
shall treat all Participants in a reasonable and nondiscriminatory 
manner under this subsection (a).

		(b)   Any full shares of Employer Stock allocated to a 
Participant's Stock Account or PAYSOP Account shall be distributed 
in kind; provided, however, that a Participant may request that 
distribution of all or any part of such Employer Stock be made in 
cash based on the Fair Market Value of such Employer Stock as of 
the last business day of the month immediately preceding the date 
of distribution.  The Plan Administrator shall comply with such a 
request to receive a distribution in cash if a put option would 
have been available to the Participant pursuant to Section 11.7 if 
the Participant had chosen to receive the Participant's 
distribution in Employer Stock.  Any fractional share shall be 
converted to cash based on the value of Employer Stock as of the 
last business day of the month immediately preceding the date of 
distribution.

		(c)   Each Participant shall have the right to request 
that any distribution to which the Participant may be entitled 
under the Plan be made entirely in Employer Stock, provided that 
cash shall be distributed in lieu of any fractional share.  
However, this right shall not apply to the portion of a 
Participant's Account which the Participant has elected to reinvest 
in accordance with Section 11.7(c)(2).  The Plan Administrator and 
the Trustee shall ensure that any such request is complied with 
insofar as possible by purchasing additional Employer Stock, if 
available, or reallocating shares of Employer Stock in other ESOP 
Stock Accounts to the extent necessary; any shares purchased in 
accordance with this subsection shall be charged against the 
Participant's Investment Account based on the purchase price 
(including any transaction costs) and any shares reallocated from 
other Stock Accounts shall be charged against the Participant's 
Investment Account based on the Fair Market Value of such shares as 
determined by the Trustee as of the last business day of the month 
immediately preceding the date of distribution.

11.6 Put Option

		(a)	Except as otherwise provided in the following 
subsection (b), a Participant, or the Participant's Beneficiary, 
who receives shares of Employer Stock distributed from the ESOP 
Stock Accounts or 401(k) Employer Stock Account pursuant to this 
ARTICLE 11, shall have the right to require the Employer to 
purchase back such shares at any time during the following put 
option periods.  The first put option period shall be for at least 
sixty (60) days, beginning on the date of the distribution of the 
Employer Stock.  The second put option period shall be for at least 
sixty (60) days beginning after the determination of Fair Market 
Value of the Employer Stock in the following Plan Year has been 
made (and after the delivery of notice thereof to the Participant 
or Beneficiary).  In computing such periods, there shall be 
excluded any period of time during which the put option is not 
exercisable because the Employer is prohibited from honoring it by 
applicable federal or state law.

	To exercise such right, written notice of intent to exercise 
this put option must be delivered to the Plan Administrator before 
the expiration of such option period.  If both the Trustee and 
Employer agree, the Trustee may be the one to purchase back such 
Employer Stock.  The purchase price shall be the Fair Market Value 
of the Employer Stock as of the last Allocation Date of the Plan 
Year immediately preceding the date that the written notice of 
intent to exercise the put option is delivered to the Plan 
Administrator, except that if the put option is exercised by a 
"disqualified person" (as defined in the following subsection (c)), 
such value shall be determined as of the date that the written 
notice is delivered to the Plan Administrator by causing a special 
valuation of Employer Stock to be made.

	The Employer or the Trustee, as the case may be, shall pay 
the purchase price, as follows:

			(1)	If the distribution constitutes a Total 
Distribution (as hereinafter defined), payment of the Fair 
Market Value of a Participant's Vested balance in the 
Participant's ESOP Accounts and 401(k) Employer Account and 
the 401(k) Employer Stock Account shall be made in 
substantially equal payments, not less frequently than 
annually, over a period not exceeding five (5) years.  The 
first installment shall be paid not later than thirty (30) 
days after the Participant exercises the put option.  The 
Plan will pay a reasonable rate of interest and provide 
adequate security on amounts not paid after thirty (30) days.

			(2)	If the distribution does not constitute a 
Total Distribution (as hereinafter defined), the Plan shall 
pay the Participant an amount equal to the Fair Market Value 
of the Employer Stock repurchased no later than thirty (30) 
days after the Participant exercises the put option.

For purposes of this Section, "Total Distribution" shall mean a 
distribution to a Participant or a Participant's beneficiary, 
within one taxable year of such recipient, of the entire balance to 
the credit of the Participant.

		(b)	The provisions of the foregoing subsection (a) 
shall not be applicable, and no put option shall exist with regard 
to shares of Employer Stock distributed from a Participant's ESOP 
Accounts and 401(k) Employer Stock Account under this Plan, if such 
Employer Stock was publicly traded and not subject to a trading 
limitation when it was distributed.  For purposes of this 
subsection (b), Employer Stock is deemed to be "publicly traded" as 
of a particular date if (as of such date) it is listed on a 
national securities exchange registered under Section 6 of the 
Securities Exchange Act of 1934 or is quoted on a system sponsored 
by a national securities association registered under Section 
15A(b) of the Securities Exchange Act.  For purposes of this 
subsection (b), a "trading limitation" on a security is a 
restriction under any federal or state securities law, any 
regulation thereunder, or an agreement, not prohibited by 
applicable regulations, affecting the security which would make the 
security not as freely tradable as one not subject to such 
restriction.

	In the case of a security which is publicly traded without 
restriction when distributed but ceases to be so traded before the 
end of either put option period described in subsection (a) above, 
then the Employer Stock from a Participant's ESOP Accounts and 
401(k) Employer Stock Account so distributed shall be subject to a 
put option for the remainder of the option period.  The Employer 
must notify the Stock holder in writing as soon as practicable (and 
in no event later than the tenth (10th) day after the Stock ceases 
to be publicly traded without restriction of the distributee's 
rights regarding the put option.  If notice is given after the 
tenth (10th) day following the date the Stock ceases to be publicly 
traded, then the number of days between such tenth (10th) day and 
the date on which notice is actually given must be added to the 
duration of the put option period.

		(c)	For purposes of this Section, the term 
"disqualified person" means a person who is a fiduciary, a person 
providing services to the Plan, an employer any of whose employees 
are covered by the Plan, an employee organization any of whose 
members are covered by the Plan, an owner, direct or indirect, of 
fifty percent (50%) or more of the total combined voting power of 
all classes of voting stock or of the total value of all classes of 
the stock, or an officer, director, ten percent (10%) or more 
shareholder, a highly compensated Employee, or any other person 
that would be a disqualified person within the meaning of Section 
4975(e)(2) of the Code.

11.7 Diversification of Investments

		(a)	The following definitions shall be applicable for 
purposes of this Section 11.7:

				(1)	"Qualified Participant" shall mean a 
Participant who has attained age fifty-five (55) and 
who has completed at least ten (10) years of 
participation in the Plan.

				(2)	"Qualified Election Period" shall 
mean the six (6) Plan Year period beginning with the 
later of (i) the first Plan Year in which the 
individual first became a Qualified Participant, or 
(ii) the first Plan Year beginning after December 31, 
1986.

		(b)	Each Qualified Participant shall be permitted to 
direct the investment of that portion of the Participant's ESOP 
Stock Account and PAYSOP Account which is equal to twenty-five 
percent (25%) of the total number of shares of Employer Stock 
acquired by the Plan after December 31, 1986, and allocated to such 
Accounts on or before the most recent Allocation Date ending the 
Plan Year, reduced by the number of shares of Employer Stock 
previously distributed, transferred or diversified pursuant to a 
prior diversification election made by such Participant after 
December 31, 1986.

		Such direction shall be made within ninety (90) days 
after the last day of each Plan Year during the Participant's 
Qualified Election Period.  Within ninety (90) days after the close 
of the last Plan Year in the Participant's Qualified Election 
Period, `fifty percent (50%)' shall apply in lieu of `twenty-five 
percent (25%)' in determining the number of shares that are subject 
to a diversification election under the foregoing provisions of 
this subsection (b).  The Participant's direction shall be provided 
to the Plan Administrator in writing and shall be implemented as 
provided in the following subsection (c).  The Participant's 
direction shall further specify which, if any, of the options set 
forth in the following subsection (c) the Participant selects.

		(c)	The following options shall be available to a 
Participant who is entitled to make an election in accordance with 
this Section 11.7:

				(1)	At the election of the Qualified 
Participant, the Plan shall distribute (notwithstanding 
Section 409(d) of the Code) the portion of the 
Participant's Accounts that is covered by the election 
within ninety (90) days after the last day of the 
ninety (90) day period during which the election can be 
made.  Such distribution shall be subject to such 
requirements of this Article of the Plan concerning put 
options as would otherwise apply to a distribution of 
Employer Stock from the ESOP Accounts under the Plan.  
This Section 11.7 shall apply notwithstanding any other 
provision of the Plan other than such provisions as 
require the consent of the Participant and the 
Participant's Spouse to a distribution with a present 
value in excess of five thousand dollars ($5,000).  If 
the Participant and the Participant's Spouse do not 
consent, such amount shall be retained in this Plan.  
The Plan as amended and restated effective as of 
January 1, 1998 offers investment options which meet 
the requirements of Section 401(a)(28) of the Code 
(instead of distribution) to any Qualified Participant 
who is entitled to make an election regarding 
diversification.

			(2)	In lieu of distribution under the preceding 
paragraph (i), the Qualified Participant who has the 
right to receive a cash distribution thereunder may 
direct the Plan to transfer the portion of the 
Participant's ESOP Stock Account and PAYSOP Account 
that is covered by the election to another qualified 
plan of the Employer which accepts such transfers 
(should such a plan ever be adopted), provided that 
such plan permits employee-directed investment with at 
least three (3) investment choices which meet the 
requirements of Section 401(a)(28) of the Code and does 
not invest in Employer Stock to a substantial degree.  
Such transfer shall be made no later than ninety (90) 
days after the last day of the ninety (903 day period 
during which the election can be made.

		(d)	If the Fair Market Value (determined as of the 
Allocation Date immediately preceding the first day on which a 
Qualified Participant is eligible to make a diversification 
election) of the Employer Stock allocated to a Qualified 
Participant's ESOP Account or PAYSOP Account (in the aggregate) is 
five hundred dollars ($500) or less, then such Employer Stock will 
be considered to constitute a de minimis amount of Employer Stock 
that is not subject to the diversification of investments 
requirement of this Section.

		For purposes of determining whether the amount of 
Employer Stock allocated to a Qualified Participant's ESOP Stock 
Account or PAYSOP Account (in the aggregate) exceeds the de minimis 
amount, Employer Stock held under all ESOPs or tax credit ESOPs 
maintained by the Employer and members of a controlled group of 
corporations which includes the Employer shall be considered as 
held by the same plan.

		Notwithstanding any provisions of the Plan to the 
contrary, if the Sponsoring Employer so directs, the election 
provided in this Section 11.7 may be applied to all Employer Stock 
without regard to the date such Stock was acquired provided that 
all Participants are treated in a reasonable nondiscriminatory 
manner.

12. LEGAL RESTRICTIONS AND GENERAL REQUIREMENTS ON THE PAYMENT OF 
BENEFITS

12.1 Tax Reform Act Distribution Restrictions

	Notwithstanding any provisions of the Plan to the contrary, 
the provisions in this Section 12.1 shall govern all distributions, 
in order to comply with the Tax Reform Act of 1986 and Section 
401(a)(9) of the Code and the regulations thereunder.  The 
applicable rules are as follows:

		(a)	The rules applicable to a living Participant are 
as follows:

			(1)	Distribution to a living Participant must 
be commenced not later than the required beginning date.  For 
purposes of this Section 12.1, "required beginning date" 
shall mean April 1 of the calendar year following the 
calendar year in which the Participant attains age seventy 
and one-half (70-1/2).  In no event shall any distribution be 
required hereunder prior to the earliest date required under 
applicable regulations issued under the Code.

			(2)	In the case of a distribution that 
commences during a Participant's lifetime, the form of 
payment must be in accordance with regulations issued under 
the Code either (i) over the life of the Participant or over 
the lives of the Participant and the Participant's 
Beneficiary or (ii) over a period not extending beyond the 
life expectancy of the Participant or the life expectancy of 
the Participant and the Participant's Beneficiary.

			(3)	The amount to be distributed each year must 
be at least an amount equal to the quotient obtained by 
dividing the Participant's entire interest by the lesser of 
(A) the life expectancy of the Participant or joint and 
survivor life expectancy of the Participant and the 
Participant's designated Beneficiary computed by the use of 
the return multiples contained in Tables V and VI of Section 
1.72-9 of the Income Tax Regulations or (B) if the 
Participant's Spouse is not the designated Beneficiary, the 
applicable divisor determined from the table set forth in 
Q&A-4 of Section 1.401(a)(9)-2 of the Income Tax Regulations.  
For purposes of this computation, neither a Participant's 
life expectancy nor the joint life expectancy of the 
Participant and the Participant's Beneficiary shall be 
recalculated, and after the year in which the initial 
determination is made, life expectancy shall be determined by 
subtracting one (1) from the life expectancy as determined 
for the prior year.  However, any applicable rules in the 
regulations regarding change of beneficiary or multiple 
beneficiaries shall be taken into account.

			(4)	If a minimum distribution is required 
pursuant to this Section 12.1 while the Participant is 
still employed by the Employer, the Participant may 
elect any of the forms of distribution otherwise 
available to terminated Participants provided that at 
least the minimum amounts required to be distributed 
pursuant to this Section 12.1 are distributed.  Payment 
under this subsection (a)(4) may occur at any time on 
or after the first day of the calendar year in which 
the Participant attains age seventy and one-half 
(70-1/2).

		(b)	The rules applicable to a distribution to a 
Participant's Beneficiary are as follows:

			(1)	In the event that distribution of a 
Participant's benefits under the Plan had begun but had 
not been completed prior to the Participant's date of 
death, then the remaining portion of such benefits 
shall be distributed at least as rapidly as under the 
method of distribution being used as of the date of the 
Participant's death.

			(2)	In the event that distribution of a 
Participant's benefits under the Plan had not begun prior to 
the Participant's date of death, then any remaining benefits 
shall be paid in full not later than December 31 of the 
calendar year containing the fifth (5th) anniversary of the 
death of the Participant; provided, however, that payments 
may extend beyond such December 31 if such payments are made 
over the life of the Participant's Beneficiary (or over a 
period not extending beyond the life expectancy of such 
Beneficiary) and such payments to the Participant's 
Beneficiary begin not later than December 31 of the calendar 
year of the Participant's death.  If the Participant's 
Beneficiary is the Participant's surviving Spouse, payments 
need not begin to such Spouse until December 31 of the 
calendar year in which the Participant would have attained 
age seventy and one-half (70-1/2).  If the surviving Spouse 
dies before the distribution to such Spouse commences, then 
the distribution rules contained in this Section 12.1(b) 
shall be applied as if such Spouse were the Participant.

			(3)	For purposes of this Section 12.1(b), life 
expectancy shall be computed by the use of the return 
multiples contained in Tables V and VI of Section 1.72-9 of 
the Income Tax Regulations as the relevant divisor without 
regard to Section 1.401(a)(9)-2 of the Income Tax 
Regulations.  In the case of any designated Beneficiary, 
including a surviving Spouse, life expectancy shall be 
calculated at the time payment first commences without 
recalculations thereafter.  Life expectancy for subsequent 
years shall be determined by subtracting one (1) from the 
life expectancy for the prior year.

			(4)	For purposes of this Section 12.1(b), in 
the event death benefits are to be paid to a Beneficiary who 
is a child until the child reaches the age of majority and 
then any remaining death benefits are to be paid to the 
Participant's surviving Spouse, the amount of payments to the 
child shall be treated as if the payments were being made to 
the surviving Spouse.

12.2 Value of Vested Interest and Distribution in Cash or 
Property

	Determination of the value of a Participant's Vested Account 
balance for purposes of distribution shall be based on the most 
recent allocation available, subject to such adjustments as are 
made in accordance with rules adopted by the Employer for this 
purpose and taking into account the provisions of Section 17.5 
regarding the determination of the "unitized" value of the Employer 
Stock.  Less than the entire value of a Participant's Account 
balances as so determined may be distributed initially if it seems 
possible to the Administrator, in its sole discretion, that the 
Trust Fund has incurred a loss that has not yet been reflected in 
the allocation of such Vested Account balance.  In this event, a 
supplemental distribution shall be made as soon as possible 
following the next allocation.  The Plan Administrator shall treat 
all Participants in a reasonable and nondiscriminatory manner under 
this section.

12.3 Forms and Proofs

Each Participant or Beneficiary eligible to receive any 
benefit hereunder shall complete such forms and furnish such 
proofs, receipts and releases as shall be required by the Trustee 
or the Employer.


12.4 Distribution of Small Account(s) and Forfeiture of 
Nonvested Amounts

		(a)	If a Participant terminates employment with the 
Employer (or the Plan terminates), and the value of the Vested 
balance of all of the Participant's Accounts is not greater than 
five thousand dollars ($5,000) (and was not greater than such 
amount as of the date of any prior distribution from the Plan to 
such Participant), the Participant may elect to receive, but does 
not automatically receive as a "cash out," a distribution of the 
entire Vested balance of the Participant's Accounts.  If the 
Employee so elects to receive the Vested balance of all of the 
Participant's Accounts the nonvested portion of the Participant's 
Employer Account balances will be treated as an Employer 
Contribution Forfeiture in accordance with Section 8.2.  Such dis-
tribution shall be made in cash.  Spousal consent shall not be 
required with respect to such an election.  

		Unless made sooner pursuant to a request made in 
accordance with Section 9.4, such distribution shall be made as 
soon as practicable following the Allocation Date coincident with 
or immediately following the date the Participant terminates 
employment with the Employer.  Payment of small benefit amounts 
shall be made automatically and shall not require any consent by 
the Participant (or by the Spouse of a married Participant).

		For purposes of determining whether the five thousand 
dollars ($5,000) amount is exceeded, a Participant's Vested Account 
balance shall not include accumulated deductible Employee 
contributions within the meaning of Section 72(o)(5)(B) of the Code 
for Plan Years beginning prior to January 1, 1989.  If the present 
value determined at the time of distribution to a Participant 
exceeds five thousand dollars ($5,000), then the present value at 
any subsequent time shall be deemed to exceed five thousand dollars 
($5,000).

		Notwithstanding the foregoing, the Plan Administrator 
shall not be required to make any lump sum distribution pursuant to 
this Section which would not have been required under the 
provisions of the Retirement Plan or ESOP in effect prior to the 
Effective Date of this amendment, restatement, conversion and 
continuation until sixty (60) days after such date of adoption.

		In any event, a Participant who has been reemployed by 
the Employer (or is employed by any other employer required to be 
aggregated with the Employer under Section 414(b), (c), (m) or (o) 
of the Code) shall not be entitled to receive a distribution from 
the Plan as long as the Participant remains employed by the 
Employer, except as required by Section 12.1 hereof.

		(b)   Any such payment shall be made to the Participant 
if the Participant is living, or to the Participant's Beneficiary 
if the Participant is deceased; provided, however, that if a 
deceased Participant has a surviving Spouse, such surviving Spouse 
shall be entitled to receive such payment unless the Spouse has 
consented to the Participant's election to designate a nonspouse 
Beneficiary as provided in Sections 9.3, 10.2(c) and 11.2(a) 
hereof.  If a Participant's total Vested Account balance is 
distributed in a lump sum pursuant to this Section, then such 
distribution shall be in full satisfaction of any amount otherwise 
due to the Participant or to any other person claiming through the 
Participant under any other provision of this Plan.

		(c)   If the value of the Participant's Vested Account 
balance derived from the Participant's Accounts in the aggregate 
(other than that portion of any Account attributable to accumulated 
deductible Employee contributions should the Plan ever be amended 
to permit such contributions) exceeds (or at the time of any prior 
distribution exceeded) five thousand dollars ($5,000), the 
Participant must consent to any distribution of the Participant's 
Vested Account balances and spousal consent will be required 
pursuant to Sections 9.3, 10.2(c) and 11.2(a) hereof for any form 
of payment other than a joint and survivor annuity.

12.5 Disclaimer by Surviving Spouse or Other Beneficiary

A surviving Spouse or other Beneficiary who is entitled to 
receive any benefits under the provisions of the Plan may disclaim 
all or any portion of such benefits by filing a written disclaimer 
with the Employer at any time after the death of the Participant. 
Any such disclaimer shall be irrevocable and shall be witnessed by 
a Plan representative or notary public.  In the event that such a 
disclaimer is  received by the Employer prior to the payment of all 
remaining benefits under the Plan due such surviving Spouse or 
other Beneficiary, then notwithstanding any other provisions of the 
Plan, any disclaimed benefits otherwise payable to the person 
filing such disclaimer shall be paid to the person designated by 
the Participant to receive such benefits in the event of such a 
disclaimer, or if the Participant has made no such designation, 
then to the person who would be the Participant's Beneficiary 
determined in accordance with the provisions of Section 2.10 as if 
the disclaiming person had predeceased the Participant.

12.6 Determination of Marital Status and Location of 
Surviving Spouse

	(a)	Marital Status.  The Employer shall have a duty 
to make a review of its own internal records, but no other inquiry, 
regarding whether a Participant who is to commence receiving 
retirement benefits is married and whether a Participant who dies 
before commencement of the Participant's benefits has a surviving 
Spouse. In all events the Employer shall be entitled to rely upon a 
statement made by the Participant regarding the Participant's 
marital status as long as such reliance is in good faith.  After 
reasonable efforts, as described herein, to determine whether a 
Participant is married, the Administrator determines that the 
Participant is not married, then for all purposes under the Plan 
the Participant shall be regarded as unmarried except as otherwise 
required by any applicable regulations under ERISA or the Code.  

	(b)	Location of Surviving Spouse.  If a Participant's 
surviving spouse cannot be located and after reasonable efforts to 
locate the Participant's surviving Spouse, as determined solely in 
the judgment of the Administrator, the Administrator determines 
that such Spouse cannot be located, then for all purposes under the 
Plan the Participant shall be regarded as unmarried except as 
otherwise required by any applicable regulations under ERISA or the 
Code.

		Notwithstanding the foregoing, however, no arrangement 
may be made by a Participant which would result in periodic 
payments of less than fifty dollars ($50).  Also, no arrangement 
may be made by a Beneficiary of a deceased Participant which would 
result in periodic payments of less than fifty dollars ($50) or for 
payment for a period of time which exceeds the lesser of ten (10) 
years or the life expectancy of such Beneficiary.

		(c)	Rehire of Former Participant In-Pay Status.  In 
the event that a former Employee who participated in the Plan is 
reemployed by the Employer after five (5) consecutive Breaks in 
Service, any such installment distributions to the Employee shall, 
at the discretion of the Participant, be (1) continued 
notwithstanding such reemployment or (2) discontinued and any 
balance restored to the Participant's Account where it shall be 
separately accounted for.  If a Participant is reemployed before 
incurring five (5) consecutive Breaks in Service, any such 
installment distributions to the Participant shall be suspended and 
the balance held in segregated accounts for such Participant 
pursuant to this Section shall be restored to the Participant's 
Account.  Thereafter the value of the vested interest in the 
Participant's Account shall be determined in accordance with 
Section 8.2.

12.7 Installment Distribution

		(a)  Segregation Requested by Participant.  If a 
distribution to a Participant or the Participant's Beneficiary will  
be paid in installments, the Employer will, but only if requested 
in writing to do so by the Participant (or the Participant's 
Beneficiary), direct the Trustee to transfer the Participant's 
Vested Account balance in cash to be held as a segregated account 
pursuant to this Section.  The Trustee upon receipt of such 
direction shall invest such segregated subaccount to provide for 
such installment payments hereunder in one (1) or more separate 
savings accounts or certificates of deposit in banking or savings 
institutions, including savings accounts or certificates of deposit 
issued or maintained by the Trustee, its parent or its subsidiary.  
Such segregated subaccounts shall be credited with interest at the 
interest rates applicable to such savings accounts or certificates 
of deposit of each depository, and such interest shall be added to 
the amount distributable.  Such subaccounts shall be a segregated 
part of the Trust Fund and shall be subject to all the provisions 
of the Plan, except that no allocations of Qualified Nonelective 
Employer Contribution Employer Matching Contributions, Employer 
Profit Sharing Contributions, Employer Contributions Forfeitures or 
401(k) Discrimination Forfeitures or general Trust Fund gain or 
loss shall be made thereto.

		(b)  Segregation Not Required.  In any case in which a 
Participant (or the Participant's Beneficiary) who elects an 
installment distribution does not request segregation pursuant to 
the foregoing subsection (a), the Participant's Vested Account 
balances shall continue to be held and invested as an unsegregated 
part of the Trust Fund.

		(c)  Calculation of Installment Amount.  If all or part 
of a distribution is to be made in installments, the amount to be 
distributed in each year shall equal the balance to the credit of 
the Participant as of the first day of such year multiplied by a 
fraction, the numerator of which shall be one (1), and the 
denominator of which shall be the number of years then remaining 
during which installments are to be made; provided that a 
Participant may elect to have an amount distributed in any year in 
excess of the minimum required distribution and any such excess may 
be used as directed by the Participant to reduce the minimum 
required distribution in any subsequent year.

		(d)  Lump Sum Still Available.  In any case in which, 
in accordance with the provisions of this Section, all or part of 
any distribution is being made in installments at any time before 
full payment of the installments has been made, the Participant (or 
the Participant's Beneficiary) may request the Employer to change 
the method of distribution from such installment method to a lump 
sum.  In any case in which such request is made, the Employer shall 
comply with such request.

		(e)   In the event that a former Participant is 
reemployed by the Employer after five (5) consecutive Breaks in 
Service, any such installment distributions to the Participant 
shall, at the discretion of the Participant, be (1) continued 
notwithstanding such reemployment or (2) discontinued and any 
balance restored to the Participant's Account where it shall be 
separately accounted for.  If a Participant is reemployed before 
incurring five (5) consecutive Breaks in Service, any such install-
ment distributions to the Participant shall be suspended and the 
balance held in segregated accounts for such Participant pursuant 
to this Section 12.7 shall be restored to the Participant's 
Account.  Thereafter the value of the Vested interest in the 
Participant's Account shall be determined in accordance with 
Section 8.2.

12.8 Failure to Locate

	If the Participant or Beneficiary to whom benefits are to be 
distributed cannot be located, and reasonable efforts have been 
made to find him, including the sending of notification by 
certified or registered mail to the Participant's last known 
address, the Administrator may direct the Trustee to treat the 
benefits as an Employer Contribution Forfeiture of the 
Participant's or Beneficiary's Employer Accounts for the Plan Year 
in which the Participant or Beneficiary is determined to be lost 
(provided, however, that if a benefit is forfeited pursuant to this 
Section, such benefit will be reinstated if a claim is made by the 
Participant or Beneficiary.)

13. WITHDRAWALS

13.1 Withdrawals of Elective Deferrals In General

		(a)	In General.  Withdrawals of Elective Deferrals 
may be made by a Participant subject to the non-discriminatory 
criteria developed by the Administrator, including criteria 
determining the order of Accounts from which withdrawal may be 
made.  For the purposes of this Section, "hardship" is defined as 
an immediate and heavy financial need of the Participant where such 
Participant lacks other available resources.

		(b)	Heavy Financial Need Defined.  The following are 
the only financial needs considered immediate and heavy:

			(i)	expenses for medical care described in 
Section 213(d) of the Code previously incurred by the 
Participant, the Participant's Spouse, or dependent;

			(ii)	costs directly related to the purchase 
(excluding mortgage payments) of a principal residence, 
as defined in Section 152 of the Code; 

			(iii)	payment of tuition, related educational 
fees, and room and board expenses, for the next twelve 
(12) months of post-secondary education for the 
Participant, the Participant's Spouse, children or 
dependents; or

			(iv)	payments necessary to prevent the eviction 
of the Participant from the Participant's principal 
residence, or a foreclosure on the mortgage on that 
residence.

		(c)	"Necessary" Defined.  A distribution will be 
considered as necessary to satisfy an immediate and heavy financial 
need of the Participant only if:

			(i)	The distribution is not in excess of the 
amount of an immediate and heavy financial need, 
including any amount necessary to pay any federal, 
state or local income taxes and penalties reasonably 
expected to result from the distribution;

			(ii)	The Participant has obtained all 
distributions, other than hardship distributions, and 
all nontaxable (at the time of the loan) loans under 
all plans maintained by the Employer;		
	(iii)	All plans maintained by the Employer 
provide that the Participant may not make pre-tax 
elective contributions, as described in Treasury 
Regulation Section 1.401(k) and 1(d)(2)(iv)(A)(4), for 
the Participant's taxable year immediately following 
the taxable year of the hardship distribution in excess 
of the applicable limit under Section 402(g) of the 
Code for such taxable year less the amount of such 
Participant's Elective Deferrals for the taxable year 
of the hardship distribution.  

			(iv)	All plans maintained by the Employer 
provide that the Participant's pre-tax elective 
contributions (and voluntary after-tax employee 
contributions, if any become available under this Plan 
or any other plan sponsored by the Employer, or udner a 
Code Section 125 Cafeteria Plan which permits such pre-
tax employee contributions, including qualified and 
nonqualified plans, stock option plans, stock purchase 
plans or similar plans will be suspended for twelve 
months after the receipt of the hardship distribution 
(after which suspension the Employee may being to make 
Elective Deferrals on the next Entry Date);
14. LOANS

	The Employer, may, in its sole discretion, authorize and 
direct the Trustee to make a loan from the Trust Fund to the 
Participant.  All loans shall comply with the loan policy 
established by the Plan's recordkeeper, as approved by the 
Employer.  Such policy shall comply with the following terms and 
conditions:

	(a)	Loans shall be made available to all Participants and 
Beneficiaries on a reasonably equivalent basis.

	(b)	Loans shall not be made available to Highly Compensated 
Employees in an amount greater than the amount made available to 
other Employees.

	(c)	Loans must be adequately secured and bear a reasonable 
interest rate.

	(d)	If any part of a loan is to be from an Account with 
respect to which a joint and survivor annuity may be payable at 
retirement to a married Participant, then the Participant must 
obtain the consent of the Participant's Spouse, if any, to use of 
the Account balance as security for the loan.  Spousal consent 
shall be obtained no earlier than the beginning of the 90-day 
period that ends on the date on which the loan is to be so secured.  
The consent must be in writing, must acknowledge the effect of the 
loan, and must be witnessed by a Plan representative or notary 
public.  Such consent shall thereafter be binding with respect to 
the current Spouse or any subsequent Spouse with respect to that 
loan.  A new consent shall be required if such Account balance is 
used for security with respect to a renegotiation, extension, 
renewal, or other revision of the loan.  

	(e)	In the event of default, foreclosure on the note and 
attachment of security will not occur until a distributable event 
occurs in the Plan.

	(f)	No laons will be made to any shareholder-employee or 
owner-employee.  For purpose of this requirement, a shareholder-
employee means an employee or officer of an electing small business 
(Subchapter S) corporation who owns (or is considered as owning 
within the meaning of Section 318(a)(1) of the Code), on any day 
during the taxable year of such corporation, more than five percent 
(5%) of the outstanding stock of the Employer.  An owner-employee 
means an employee who owns the entire interest in an unincorporated 
trade or business, or in the case of proprietorship, is a partner 
who owns more than ten percent (10%) of either the capital interest 
or the profits interest in such partnership.

	If a valid spousal consent is necessary and has been obtained 
in accordance with (d), then, notwithstanding any other provision 
of this Plan, the portion of the Participant's vested Account 
balance subject to spousal consent 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 one hundred percent (100%) of the Participant's 
vested Account balance subject to spousal consent (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.

	(g)	 No loan to any Participant or Beneficiary can be made 
to the extent that such loan when added to the outstanding balance 
of all other loans to the Participant or Beneficiary would 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 the present value of the Vested balance of the 
Accounts of the Participant.  For the purpose of the above 
limitation, all loans from all plans of the Employer and other 
Controlled Group Members are aggregated.  Furthermore, any loan 
shall by its terms require that repayment (principal and interest) 
be amortized in level payments, not less frequently than quarterly, 
over a period not extending beyond five years from the date of the 
loan, unless such loan is used to acquire a dwelling unit which 
within a reasonable time (determined at the time the loan is made) 
will be used as the principal residence of the Participant.
15. TOP-HEAVY PLANS

	If the Plan is or becomes Top-Heavy in any Plan Year the 
provisions of this ARTICLE will supersede any conflicting 
provisions in the Plan.

15.1 Definitions

		(a)	Key Employee:  Any Employee or former Employee 
(and the Beneficiaries of such Employee) who at any time during the 
determination period was (i) an officer of the Employer if such 
individual's Compensation exceeds fifty percent (50%) of the dollar 
limitation under Section 415(b)(1)(A) of the Code, (ii) an owner 
(or considered an owner under Section 318 of the Code) of one of 
the ten largest interests in the Employer if such individual's 
Compensation exceeds the dollar limitation under Section 415(c) 
(1)(A) of the Code, (iii) a Five-Percent Owner, or (iv) a one-
-percent owner of the Employer who has Compensation of more than 
$150,000.  For purposes of this subsection (a), Compensation means 
compensation as defined in Section 415(c)(3) of the Code, but 
including amounts contributed by the Employer pursuant to a salary 
reduction agreement which are excludable from the Employee's gross 
income under Section 125, 402(a)(8), 402(h) or 403(b) of the Code.  
The determination period is the Plan Year containing the Deter-
mination Date and the four (4) preceding Plan Years.  The 
determination of who is a Key Employee will be made in accordance 
with Section 416(i)(1) of the Code and the regulations thereunder.

		(b)	Top-Heavy Plans:  The Plan is Top-Heavy if any of 
the following conditions exists:

			(i)	If the Top-Heavy Ratio for this Plan 
exceeds sixty percent (60%) and this Plan is not part 
of any Required Aggregation Group or Permissive 
Aggregation Group of plans.

			(ii)	If this 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 sixty percent (60%).

			(iii)	If this 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 sixty percent 
(60%).

		(c)	Top-Heavy Ratio:

			(i)	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 Plans which during the 
five (5) 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, the numerator of which is the sum of the 
account balances of all Key Employees as of the 
Determination Date(s) (including any part of any 
account balance distributed in the five (5) year period 
ending on the Determination Date(s)), and the 
denominator of which is the sum of all account balances 
(including any part of any account balance distributed 
in the five (5) year period ending on the Determination 
Date(s)), both computed in accordance with Section 416 
of the Code 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 Section 416 of 
the Code and the regulations thereunder.

			(ii)	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 (5) 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 the 
account balances under the aggregate defined 
contribution plan or plans for all Key Employees 
determined in accordance with (i), 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 Partici-
pants, determined in accordance with (i), 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 Section 416 of the Code 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 (5) year period 
ending on the Determination Date.

			(iii)	For purposes of (i) and (ii), the value of 
account balances and the present value of accrued bene-
fits will be determined as of the most recent Valuation 
Date that falls within or ends with the twelve (12) 
month period ending on the Determination Date, except 
as provided in Section 416 of the Code and the 
regulations thereunder for the first and second plan 
years of a Defined Benefit Plan.  The account balances 
and accrued benefits of a Participant (1) who is not a 
Key Employee but who was a Key Employee in a prior 
year, or (2) who has not been credited with at least 
one Hour of Service with any Employer maintaining the 
Plan at any time during the five (5) 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 Section 
416 of the Code and the regulations thereunder.  When 
aggregating plans, the value of account balances and 
accrued benefits will be calculated with reference to 
the Determination Dates that fall within the same 
calendar year.

	The accrued benefit of a Participant other than a Key 
Employee shall be determined under (A) the method, if any, that 
uniformly applies for accrual purposes under all Defined Benefit 
Plans maintained by the Employer, or (B) 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 Section 
411(b)(1)(C) of the Code.

		(d)	Permissive Aggregation Group:  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 
Sections 401(a)(4) and 410 of the Code.

		(e)	Required Aggregation Group:  (i) Each qualified 
plan of the Employer in which at least one Key Employee partici-
pates, or participated at any time during the Determination Period 
(regardless of whether the Plan has terminated), and (ii) any other 
qualified plan of the Employer which enables a Plan described in 
(i) to meet the requirements of Section 401(a)(4) or 410 of the 
Code.

		(f)	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, the last day of that Plan Year.

		(g)	Valuation Date:  The last day of any Plan Year.

		(h)	Super Top Heavy Plan:  The Plan if it would be a 
Top Heavy Plan under subsection (b) if the words "ninety percent 
(90%)" were substituted for the words "sixty percent (60%)" in 
subsection (b).

15.2 Minimum Allocation

		(a)	Except as otherwise provided in subsections (b) 
and (c), the Regular Matching Contributions and Forfeitures 
allocated on behalf of any Participant who is not a Key Employee 
shall not be less than the lesser of three percent (3%) of such 
Participant's Compensation or in the case where the Employer has no 
Defined Benefit Plan which designates this Plan to satisfy Section 
401 of the Code, the largest percentage of Employer Contributions 
and Forfeitures, as a percentage of the first $150,000 of the Key 
Employee's Compensation, allocated on behalf of any Key Employee 
for that Plan Year.  The minimum allocation is determined without 
regard to any Social Security contribution.  This minimum alloca-
tion shall be made even though, under other Plan provisions, the 
Participant would not otherwise be entitled to receive an alloca-
tion, or would have received a lesser allocation for the Plan Year 
because of (i) the Participant's failure to complete one thousand 
(1,000) Hours of Service (or any equivalent provided in the Plan), 
or (ii) in the case of a CODA, the Participant's failure to have 
Elective Deferrals made to the Plan on the Participant's behalf, or 
(iii) Compensation less than a stated amount.

		(b)	For purposes of computing the minimum allocation, 
Compensation shall mean compensation as defined in Section 
5.7(d)(ii).

		(c)	The provision in subsection (a) shall not apply 
to any Participant who was not employed by the Employer on the last 
day of the Plan Year.

		(d)	The minimum allocation required (to the extent 
required to be nonforfeitable under Section 416(b) of the Code) may 
not be forfeited under Section 411(a)(3)(B) or (D) of the Code.

15.3 Minimum Vesting Schedule

	For any Plan Year in which this Plan is Top-Heavy, the 
following minimum Vesting Schedule will automatically apply to the 
Plan:

					        Percentage of Regular 
Matching
	       Years of Service		        Contributions Account 
Vested
	       Less than 2 years				0%
		     2 years				20%
		     3 years				40%
		     4 years				60%
	       5 years or more				100%

	The minimum vesting schedule applies to all benefits within 
the meaning of Section 411(a)(7) of the Code except those attribut-
able to Elective Deferrals, Qualified Matching Contributions and 
Voluntary Contributions, including benefits accrued before the 
effective date of Section 416 of the Code and benefits accrued 
before the Plan became Top-Heavy.  Further, no decrease in a 
Participant's nonforfeitable percentage may occur in the event the 
Plan's status as Top-Heavy changes for any Plan Year.  However, 
this Section does not apply to the Account balances of any Employee 
whose Severance from Service Date occurs after the Plan has 
initially become Top-Heavy and such Employee's Account balance 
attributable to Regular Matching Contributions and Forfeitures will 
be determined without regard to this Section.

15.4 Special Limitations on Top Heavy Allocations in Multiple 
Plans:  "Code Section 415(e) Buy-Back

	If for any Plan Year the Plan is a Top Heavy Plan, and the 
Employer maintains or has ever maintained a qualified defined 
benefit pension plan, then in applying the limitations of Section 
5.7 the words "one hundred percent (100%)" shall be substituted for 
the words "one hundred twenty-five percent (125%)" in both the 
Defined Benefit Fraction and the Defined Contribution Fraction, as 
such terms are defined in Section 5.7, unless the Employer elects 
to "buy-back" the use of the "one hundred twenty-five percent 
(125%)" limit with respect to any Plan Year in which the Plan is 
not Super Top Heavy by providing minimum benefits in excess of 
those otherwise required pursuant to the provisions of Section 
15.2.  The Employer accomplishes this "Code Section 415(e) 
Buy-Back" by electing to retain the use of the "one hundred twenty-
five percent (125%)" limit and by agreeing to provide the required 
increased minimum benefits pursuant to Section 416(f) of the Code.


16. PLAN ADMINISTRATION

16.1 Administrator

	Except that such responsibility is delegated pursuant to 
Section 16.4, the Sponsoring Company shall be the Administrator of 
the Plan and shall have the sole power, duty and responsibility of 
directing the administration of the Plan in accordance with the 
provisions herein set forth.  The Administrative Committee serves 
at the pleasure of the Administrator.  The Administrator shall have 
the sole and absolute right and power reserved to the "named 
fiduciary" as defined in ERISA for the management of the Plan 
including, but not limited to, the following powers and duties:

		(a)	to interpret any provision of the Plan, supply 
any omission or reconcile any inconsistencies, and determine 
fact applicable to eligibility for benefits hereunder in such 
manner as it deems proper;

		(b)	to determine eligibility to become a Participant 
in the Plan in accordance with its interpretation and 
continuation of the Plan's terms (to the extent in compliance 
with ERISA), including determination of all issues of fact 
relative to the vesting and payment of benefits hereunder;

		(c)	to decide all questions of eligibility for, and 
determine the amount, manner, and time of payment of any 
benefits hereunder, and to afford any person dissatisfied 
with such decision or determination, upon written notice 
thereof, the right to a full and fair hearing thereon;

		(d)	to establish uniform rules and procedures to be 
followed by Participants and Beneficiaries in filing 
applications for benefits, in furnishing and verifying proofs 
necessary to determine age, and in any other matters required 
to administer the Plan;

		(e)	to adopt such reasonable accounting methods as it 
deems necessary or desirable, to receive and review the 
annual allocation report on the Plan and to bring up to date 
the balances of all Accounts;

		(f)	to receive and review reports of the financial 
condition and of the receipts and disbursements of the Trust 
Fund from the Trustee, and to determine and communicate to 
the Trustee the long-term and short-term financial goals of 
the Plan;

		(g)	to file such reports and statements, and to make 
such disclosures as required by law; and

		(h)	to furnish to Participants and Beneficiaries such 
information and statements, with respect to the Plan and 
their individual interests therein as required by law, and 
any additional information as deemed to be appropriate by the 
Administrator.

	All directions by the Administrator shall be conclusive on 
all parties concerned; including the Trustee, and all decisions of 
the Administrator as to the facts of any case and the meaning, 
intent, or proper construction of any provision of the Plan, or as 
to any rule or regulation in its application to any case shall be 
final and conclusive; provided, however, that all rules and 
decisions of the Administrator shall be uniformly and consistently 
applied to all Employees in similar circumstances, and the 
Administrator shall have no power to administratively add to, 
subtract from or modify any of the terms of the Plan, or to change, 
add to or subtract from any benefits provided by the Plan, or to 
waive or fail to apply any requirements of eligibility for 
participation or for benefits under the Plan.

16.2 Claims Procedure

	If, upon application for benefits made by a Participant or 
Beneficiary, the Administrator shall determine that benefits 
applied for shall be denied either in whole or in part, the 
following provisions shall govern:

		(a)	Notice of Denial.  The Administrator shall, upon 
its denial of a claim for benefits under the Plan, provide 
the applicant with written notice of such denial setting 
forth (i) the specific reason or reasons for the denial, (ii) 
specific reference to pertinent Plan provisions upon which 
the denial is based, (iii) a description  of any additional  
material or information necessary for the claimant to perfect 
the claim, and (iv) an explanation of the claimant's rights 
with respect to the claims review procedure as provided in 
subsection (b) of this Section.

		(b)	Claims Review.  Every claimant with respect to 
whom a claim is denied shall, upon written notice of such 
denial, have the right to (i) request a review of the denial 
of benefits by written notice delivered to the Administrator, 
(ii) review pertinent documents, and (iii) submit issues and 
comments in writing.

		(c)	Decision on Review.  The Administrator shall, 
upon receipt of a request for review submitted by the 
claimant in accordance with subsection (b), conduct such 
review, and provide the claimant with written notice of the 
decision reached by the said committee setting forth the 
specific reasons for the decision and specific references to 
the provisions of the Plan upon which the decision is based.  
Such notice shall be delivered to the claimant not later than 
60 days following the receipt of the claimant's request, or, 
in the event that the Administrator shall determine that a 
hearing is needed, no later than 120 days following the 
receipt of such request.

16.3 Records

	All acts, determinations and correspondence with respect to 
the Plan shall be duly recorded and all such records, together with 
such other documents, including the Plan and all amendments 
thereto, if any, pertinent to the Plan or the administration 
thereof, shall be preserved in the custody of the Administrator and 
shall at all reasonable times be made available to Participants and 
Beneficiaries for examination.

16.4 Delegation of Authority

	The administrative duties and responsibilities of the 
Administrator as set forth in this ARTICLE and elsewhere in the 
Plan may be delegated by the Administrator in whatever manner it 
chooses, in whole or in part, to such persons as the Administrator 
shall select.  The Administrator shall certify to the Trustee in 
writing the extent of authority of such persons and any changes 
relative thereto as may occur from time to time.  The authority of 
such persons shall be deemed to be that of the Administrator to the 
extent so certified by the Administrator.  The Trustee shall be 
entitled to rely on the last such certification received and to 
continue to rely thereon until subsequent written certification to 
the contrary is received from the Administrator.  The Administrator 
shall indemnify and hold harmless such persons and each of them, 
from any liability arising from the effects and consequences of 
their acts, omissions and conduct in their official capacity with 
respect to the Plan and the administration thereof, except to the 
extent that such liability shall result from their own willful 
misconduct or gross negligence.

	The Administrator, or such persons to whom it has delegated 
its duties and responsibilities hereunder, may employ such 
competent agent or agents as it may deem appropriate or desirable 
to perform such ministerial duties or consultative, actuarial, or 
other services as the Administrator or such persons may in their 
discretion deem necessary to facilitate the efficient and proper 
administration of the Plan.  The Administrator and such persons 
shall be entitled to rely upon all reports, advice and information 
furnished by such agent or agents, and all action taken or suffered 
by them in good faith in reliance thereon shall be conclusive upon 
all such agents, Participants, Beneficiaries and other persons 
interested in the Plan.

16.5 Correction of Errors

	If any change in records or error results in any Participant, 
Retired Participant or Beneficiary receiving from the Plan more or 
less than the Participant would have been entitled to receive had 
the records been correct or had the error not been made, the 
Employer, upon discovery of such error, shall correct the error by 
adjusting, as far as is practicable, the payments in such a manner 
that the benefits to which such person was correctly entitled shall 
be paid.

16.6 Domestic Relations Orders

		(a)	If the Trustee or the Administrator receives a 
domestic relations order that purports to require the payment of a 
Participant's benefits to a person other than the Participant, the 
Administrator shall take the following steps:

			(i)	If benefits are in pay status, the 
Administrator shall direct the Trustee to account 
separately for the amounts that will be payable to the 
Alternate Payees (defined below) if the order is a 
Qualified Domestic Relations Order (defined below).

			(ii)	The Administrator shall promptly notify the 
named Participant and any Alternate Payees of the 
receipt of the domestic relations order and of the 
Administrator's procedures for determining if the order 
is a Qualified Domestic Relations Order.

			(iii)	The Administrator shall determine whether 
the order is a Qualified Domestic Relations Order under 
the provisions of Section 414(p) of the Code.

			(iv)	The Administrator shall notify the named 
Participant and any Alternate Payees of its 
determination as to whether the order meets the 
requirements of a Qualified Domestic Relations Order.

		(b)	If, within 18 months beginning on the date the 
first payment would be made under the domestic relations order (the 
"18-Month Period"), the order is determined to be a Qualified 
Domestic Relations Order, the Administrator shall direct the 
Trustee to pay the specified amounts to the persons entitled to 
receive the amounts pursuant to the order.

		(c)	If, within the 18-Month Period (i) the order is 
determined not to be a Qualified Domestic Relations Order or (ii) 
the issue as to whether the order is a Qualified Domestic Relations 
Order has not been resolved, the Administrator shall direct the 
Trustee to pay the amounts (and any interest thereon) to the Par-
ticipant or other person who would have been entitled to such 
amounts if there had been no order.

		(d)	If an order is determined to be a Qualified 
Domestic Relations Order after the end of the 18-Month Period, the 
determination shall be applied prospectively only.

		(e)	A Qualified Domestic Relation Order shall not 
require (i) the Plan to provide any type or form of benefits, or 
any option, not otherwise provided under the Plan, or (ii) the 
payment of benefits to an Alternate Payee which are required to be 
paid to another Alternate Payee under another order previously 
determined to be a Qualified Domestic Relations Order.

		(f)	In the case of any payment before a Participant 
has terminated employment, a Qualified Domestic Relations Order 
shall not be treated as failing to meet the requirements of sub-
paragraph (e)(i) above solely because such order requires that 
payment of benefits be made to an Alternate Payee (i) on or after 
the date on which the Participant attains (or would have attained) 
the earliest retirement date, or (ii) as if the Participant had 
retired on the date on which such payment is to begin under such 
order (but taking into account only the value of the Participant's 
Account on such date).

	For this purpose, "earliest retirement date" shall mean the 
earlier of:  (1) the date on which the Participant is entitled to a 
distribution under the Plan, or (2) the later of the date the 
Participant attains age fifty (50), or the earliest date on which 
the Participant could begin receiving benefits under the Plan if 
the Participant terminated employment.

		(g)	To the extent provided in a Qualified Domestic 
Relations Order, the former Spouse of a Participant shall be 
treated as a Surviving Spouse for purposes of Sections 401(a)(11) 
and 417 of the Code.

		(h)	For the purposes of this Section, the following 
terms shall have the following definitions:

			(i)	Alternate Payee.  Any Spouse, former 
Spouse, child or other dependent of a Participant who 
is recognized by a domestic relations order as having a 
right to all or a portion of the benefits payable under 
the Plan to the Participant.

			(ii)	Qualified Domestic Relations Order.  Any 
domestic relations order or judgment that meets the 
requirements set forth in Section 414(p) of the Code.

		(i)	In addition to the right to all or a portion of 
the benefits payable under the Plan to a Participant, an Alternate 
Payee shall have the same option of directing the investment of the 
Participant's Account, pursuant to Section 0(a).

		(j)	After the award of benefits under the QDRO is 
made, the Administrator may offer the alternate payee the option of 
a lump sum distribution.


17. THE TRUST

17.1 The Trust

	By execution of this document the Employer hereby amends, 
restates, consolidates and continues the Trusts associated with the 
Retirement Plan and the ESOP as a single Trust, now associated with 
this 401(k) Plan.  The provisions of this ARTICLE shall relate to 
such consolidated and continued Trust, unless the Employer adopts a 
separate trust document which shall evidence the Trust, but only to 
extent that the provisions of that separate trust document are not 
materially inconsistent with this Article 17.  By execution of this 
document the Trustee accepts the position of trustee hereof, and 
all the duties and responsibilities of that position.  The Trust 
Fund shall consist of such cash and other property as shall be paid 
or delivered from time to time by the Employer to the Trustee, 
together with the earnings and profits thereon.  The Trust Fund 
shall be held, managed and administered by the Trustee in trust 
without distinction between principal and income in accordance with 
the provisions of this Plan.

17.2 Contributions to Trustee

	Contributions shall be paid to the Trustee in accordance with 
the terms of the Plan.  It shall be the duty of the Trustee to 
receive, hold, invest, reinvest and distribute each Trust Fund in 
accordance with the provisions of this Plan.  The Trustee shall be 
under no duty to enforce payment of any contribution to the Trust 
Fund and shall not be responsible for the adequacy of the Trust 
Fund to meet and discharge any liabilities under the Plan.

17.3 Investment Powers

	The Trustee, upon its own discretion with respect to Trust 
Fund investments, shall, except as otherwise restricted by law and 
as provided in the provisions hereof at Section 17.4 and 17.5, be 
authorized and empowered with respect to the general assets of the 
Trust Fund:

		(a)	to invest and reinvest the principal and income 
of the Trust Fund in any and all stocks, bonds, mutual funds, 
notes, debentures, mortgages, equipment trust certificates, 
insurance company contracts and in such other property, real 
or personal, investments and securities of any kind, class or 
character, including investments and qualifying securities or 
realty of the Employer, whether income-producing or not, 
units of any commingled, pooled or group trust fund 
maintained by a bank (including the Trustee, if it is a bank) 
within the meaning of Code Section 581 (the description of 
any such fund being incorporated herein by reference), or the 
savings accounts, certificates of deposit and time deposits 
of such a bank; and in making such investments and reinvest-
ments, the Trustee shall not be restricted to properties and 
securities authorized for investment by Trustees or other 
fiduciaries by the applicable statutory legal list of such 
properties and securities;

		(b)	to keep such portion of the Trust Fund in cash or 
cash balances as deemed to be in the best interest of the 
Trust;

		(c)	to sell, purchase and acquire put or call options 
(including such options employed with other investment 
combinations such as "collars") if the options (and 
investment combinations) are traded on and purchased through 
a national securities exchange registered under the 
Securities Exchange Act of 1934, as amended, or, if the 
options are not traded on a national securities exchange, are 
guaranteed by a member firm of the New York Stock Exchange.
 
		(d)	to sell, exchange, convey, transfer grant options 
to purchase or otherwise dispose of any securities or other 
property held by it, by private contract or at public auction 
(and no person dealing with the Trustee shall be bound to see 
the application of the purchase money or to inquire into the 
validity, expediency or propriety of any such sale or other 
disposition, with or without advertisement);

		(e)	to vote or to refrain from voting upon any 
stocks, bonds or other securities; to give general or special 
proxies or powers of attorney with or without power of 
substitution; to exercise any conversion privileges, sub-
scription rights, or other options and to make any payments 
incidental thereto; to consent to or otherwise participate in 
corporate reorganizations or other changes affecting 
corporate securities and to delegate discretionary powers and 
to pay any assessments or charges in connection therewith, 
and generally to exercise any of the powers of any owner with 
respect to stocks, bonds, securities or other property held 
in the Fund;

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

		(j)	to register any investment of the Trust Fund in 
its own name or in the name of a nominee or nominees and to 
hold any investment in bearer form, but the books and records 
of the Trustee shall at all times show that all such 
investments are part of the Trust Fund;

		(k)	to employ suitable agents and counsel, and to pay 
their reasonable expenses and compensation; and

		(l)	to borrow money from time to time for the 
purposes of the Trust on such terms and conditions as may be 
deemed to be advisable, and for any sum so borrowed to issue 
its promissory note as Trustee and to secure the repayment 
thereof by pledging all of any part of the Fund.

		Provided, however, that notwithstanding any provision 
of the Plan to the contrary, no Trust Fund assets attributable to 
individually directed account amounts shall be invested in 
"collectibles" (as defined by Section 408(m) of the Code).

17.4 Employer-Directed Investments

	Notwithstanding any other provision of this Plan except 
Section 17.5, the Employer shall have the right to direct in 
writing the Trustee from time to time to invest the assets of the 
Fund in such securities or other investments as the Employer shall 
specify in its direction, which may include, but shall not be 
limited to, specifying the investment funds to be offered to 
Participants pursuant to Section 17.5 and the percentage of assets 
to be invested in and among the investment options authorized for 
investment under Section 17.3.  Such direction shall be made in 
such form and manner as shall be required by the Trustee of the 
individual or individuals duly authorized by the Employer.

	Directed investments shall be made by the Trustee as soon as 
reasonably possible after actual receipt of such direction; 
provided, however, the Trustee shall not be liable for losses due 
to reasonable delay in the execution of such directions.  
Notwithstanding the foregoing, in no event shall a directed 
investment be permitted in such an investment that the Trustee, in 
its sole discretion, deems itself unable to administer efficiently, 
properly and conveniently with respect thereto; provided, however, 
that the Trustee's acceptance of the administration of a directed 
investment shall not be unreasonably withheld.  The Trustee shall 
be under no duty to question any such direction of the Employer 
with respect to investments, nor shall the Trustee be required to 
review any securities or other property held pursuant to written 
notice.  The Trustee shall not have any liability whatsoever for 
any losses which may result from either the Employer's direction or 
any investment decision made pursuant to this Section, or for any 
loss which may result by reason of the failure of the Company to 
make such directions.  Nor shall the Trustee have any liability or 
responsibility whatsoever for any disparity between the performance 
or rates of investment return of Employer-directed investments and 
the Trust Fund in general.

17.5 The Participant-Directed Investments, Including 
Participant Loans

		(a)	Investment Direction to the Trustee.  Each 
Participant may direct the Trustee (or the recordkeeping agent for 
the Trustee) as to the type of investment (including Participant 
loans permitted pursuant to a loan policy established by the 
Employer, at its discretion, then in effect) to invest the Plan 
assets credited to the Participant's Accounts (other than the 
Participant's ESOP Stock Account, PAYSOP Account, Forfeiture 
Accounts and 401(k) Stock Account) under investment options 
selected pursuant to Section 17.4 hereof by the Employer (or the 
Investment Committee, if appointed) as described in subsection (b) 
hereof.  Any directions to the Trustee with respect to investments 
shall be delivered in writing or telephonically to the Trustee (or 
the recordkeeping agent for the Trustee) and shall be on a form for 
such purpose provided by the Trustee.  Directed investments to be 
executed by the Trustee (or the recordkeeping agent for the 
Trustee) shall be made by the Trustee (or the recordkeeping agent 
for the Trustee) as soon as reasonably possible after actual 
receipt of such direction; provided, however, that the Trustee (or 
the recordkeeping agent for the Trustee) shall not be liable for 
any loss to the Account due to reasonable delay in the execution of 
such directions.  Such directed investments shall be limited to 
those investments selected by the Employer (or the Investment 
Committee, if selected), pursuant to Section 17.4 hereof subject to 
the duty to offer a diversity of investments, among the other 
duties imposed by ERISA, if the Employer wishes to invoke the 
protection of Section 404(c) of ERISA.  The Trustee may leave 
earnings on any securities so obtained for reinvestment in 
accordance with the direction of the Participant.  

	Notwithstanding the foregoing, in no event shall a directed 
investment of a Participant be permitted in such an investment that 
the Trustee, in its sole discretion, deems itself unable to 
administer efficiently, properly and conveniently with respect 
thereto; provided, however, that the Trustee's acceptance of the 
administration of a directed investment shall not be unreasonably 
withheld.  

	Upon establishing separate investment subaccounts pursuant to 
the next subsection hereof, each such subaccount shall be credited 
or charged only with the increases or decreases resulting from the 
investment thereof as a separate unit as well as the fees and 
expenses properly chargeable only to each such segregated 
subaccount.  The Trustee shall also charge against each such 
subaccount a pro rata portion of the fees and expenses incurred in 
the administration of the Plan in general, as described in 
subsection (b) below and Section 5.4(c)(9).  Thereafter, the value 
of the Accounts of a Participant who directs the investment thereof 
under this Section shall be determined by reference to the value of 
the subaccounts as of any applicable date of determination less 
such fees and expenses, notwithstanding any other provision of the 
Plan.  

	Neither the Employer nor the Trustee shall be under any duty 
to question any such direction of a Participant with respect to 
investment options, nor shall the Employer or Trustee be required 
to review any securities or the property held in any Account with 
respect to which investment options may be made.  Neither the 
Trustee nor the Employer shall have any liability or responsibility 
whatsoever for any disparity between the performance or rates of 
investment return of Participant-Directed Accounts and the 
remainder of the Trust Fund in general.  

	A Participant shall be entitled to direct the investment of 
the Participant's Accounts subject to investment  hereunder at such 
time and in such manner as may be nondiscriminatorily established 
by the Employer.

		(b)	Valuation of Subaccounts. The Trustee shall 
maintain a set of investment option subaccounts for each of the 
Accounts described at subsection (c) hereof on the books of the 
Trust.  The Accounts shall indicate separately the dollar amounts 
of all contributions made to each investment option and the value 
of such investment option under the Account from time to time with 
respect to each Participant.  If a permitted investment option is a 
mutual fund valued on a "daily" basis, the value of such mutual 
fund as of any day in the Plan Year shall be treated as the 
reported net asset value of a share of the fund.  Interests in a 
collective (i.e., common) trust fund shall be valued on a quarterly 
basis  The value of Employer Stock, however, shall be reported for 
purposes of Plan under ERISA's reporting and disclosure requirement 
on a "unitized basis."  To the extent the expenses of the 
administration of the Plan and Trust are not directly attributable 
to a specific investment in a subaccount of a Participant-directed 
Account as described in subsection (a) above, the expenses shall be 
prorated among all the Accounts on the basis of the respective 
value of each Account to the value of all Accounts in the aggregate 
as of the most recent Allocation Date preceding the expense as 
provided in Section 5.4(c)(9) hereof.  

		(c)	Investment of Elective Deferrals, Matching 
Employer Contributions, Employer Profit Sharing Contributions, 
Qualified Nonelective Employer Contributions (Not Invested In 
Employer Stock), Indirect Rollovers, Direct Rollovers, Retirement 
Plan Accounts, and ESOP Investment Accounts.  Before each Plan Year 
in time to communicate the investment options to Employees, the 
Employer (or the Investment Committee, if appointed) may select 
investment options (including collective funds and mutual funds) 
which will be offered to Participants.  Each Participant may choose 
to invest all of the balances of the Participant's Elective 
Deferral Account, Matching Employer Account, Employer Profit 
Sharing Account, that portion of the Qualified Nonelective Employer 
Contribution Account not invested in Employer Stock as described in 
subsection (e) hereof, and the Participant's Retirement Accounts 
(including the Prior Defined Benefit Pension Plan Account) and ESOP 
Investment Account in these investment options according to rules 
established by the Administrator (or the Investment Committee, if 
selected).  However, if any portion of an Account is invested 
pursuant to the direction of a Participant, the entire Account must 
be Participant-directed, or the Participant directions shall be 
void and the Account will be invested as part of the general Trust 
Fund.  The Trustee shall establish and maintain investment 
subaccounts for each investment option for each Participant who 
elects to direct investment of these Accounts.  Investment options 
offered by the Employer may be changed from time to time as it 
deems necessary or advisable, in its sole discretion, and the 
Administrator may elect not to offer any investment options during 
any period.  

		The Trustee may establish nondiscriminatory 
administrative procedures as to the processing of transfers and 
changes in the allocation of future contributions to the Accounts 
in which the investment may be Participant directed.

		(d)	Forfeiture Accounts.  Forfeiture Accounts shall 
not be subject to individual Participant direction, and to the 
extent forfeitures in such Accounts cannot reduce and offset 
Employer Matching Contributions or can be allocated like Employer 
Profit Sharing Contributions, such Forfeiture Accounts shall be 
invested by the Trustee as general assets of the Trust Fund.  

		(e)	Investment of one half (1/2) of one percent (1%) 
of the Qualified Nonelective Employer Contributions.  The first one 
half (1/2) of one percent (1%) of the contributions made to the 
Trust Fund by the Employer pursuant to Section 4.2 in Employer 
Stock or in cash, but then invested in Employer Stock at the 
direction of the Employer, shall be held in each Participant's 
401(k) Stock Account.

		(f)	Investment of the ESOP Stock Account and PAYSOP 
Account in Employer Stock.  The assets of the ESOP Stock Account 
and PAYSOP Account shall remain invested in Employer Stock and 
these Accounts shall not be subject to Participant-directed 
investment, but shall be considered an Employer-directed 
investments.  

	The Administrator shall retain an appraiser to make a 
determination of the Fair Market Value of the Employer Stock held 
in the Plan in a fair, nondiscriminatory fashion as of the end of 
each Plan Year.  

		(g)	Segregation of Funds.  All investment subaccounts 
shall be part of the commingled Trust Fund as regards any interest 
of the Participants and Beneficiaries therein.  No one has or shall 
have any exchangeable or assignable interest in the subaccounts, 
which are merely bookkeeping accounts of the Trust Fund, prior to 
the time when a distribution is required to be made from the Trust, 
and then only to the extent that such distribution or distributions 
are from time to time payable.  Nothing contained in the Plan shall 
have, or be deemed to have, the effect of creating a separate trust 
or trusts for the benefit of any Participant, Inactive Participant 
or Beneficiary.

		(h)	Payment of Expenses.  The Employer does not and 
will not guaranty the Trust Fund against loss.  The Employer shall 
pay the settlor expenses of the Plan and Trust, including the fees 
of consultants and lawyers, and other expenses, in connection with 
the amending, restating, converting and continuing the Plan and 
Trust as a 401(k) Plan.  The Employer, however, shall not be 
obligated to pay, although it may do so in its sole discretion, the 
fees of the Trustee (provided the Trustee is not a paid employee of 
an Employer) from time to time for acting as such or other costs 
and expenses of administering the Plan and Trust, the taxes imposed 
upon the Trust, if any, and the fees, charges, or commissions with 
respect to the purchase and sale of trust investments.  Such other 
costs and expenses, taxes (if any), and fees, charges, and 
commissions shall be a charge upon the Trust Fund and allocated on 
a per capita basis as described at Section 5.4(c)(9) hereof.

		(i)	Minimum Beginning Credit Balances.  The credit 
balances of each Participant in the investment funds of this Plan 
as of the effective date of this amendment, restatement, conversion 
and continuation of the Plan shall be equal to the Participant's 
respective credit balances in the funds in the aggregate of the 
Retirement Plan and ESOP of the day immediately prior to such 
amendment, restatement, conversion and continuation.

17.6 Custodial Role

	Notwithstanding any other provisions in this Plan, if the 
Trustee is a bank and the bank does not have trust powers under 
State and/or Federal banking laws and regulations, but otherwise 
qualifies as a Bank under Section 581 of the Code, then the Trustee 
will assume the role as a custodian under this Plan, and all 
investments shall be handled in accordance with Section 17.4 or 
Section 17.5 as applicable.  Furthermore, a bank or trust company 
having trust powers shall act as custodian where Participant or 
Employer-directed investments are made under Sections 17.4 or 
Participant-directed Investments are made under Section 17.5.  In 
such cases the Trustee's responsibilities will be as provided in 
Sections 17.4 and 17.5.

17.7 Liability of Trustee

	The Trustee shall not be liable for its failure to carry out 
the terms of this Plan, or any instruction or direction of the 
Employer (or its agent), the Administrator (or Committee) or a 
Participant, when issued in accordance with this Plan, or for 
relying upon advice given by any competent counsel or other agent 
employed by the Trustee or Employer or the Administrator, or for 
the making, retention or sale of any investment or reinvestment, or 
for any loss to or diminution of the Trust Fund, except due to its 
own negligence, misfeasance, nonfeasance or malfeasance, lack of 
good faith or conduct otherwise constituting a breach of fiduciary 
duty under ERISA.

17.8 Court Actions

	As a prerequisite to taking any action hereunder, the Trustee 
shall neither be required to receive either any order to consent of 
any court, nor shall the Trustee be required to file any court 
return or to report to any court.

17.9 Prudent Man Rule

	In discharging its duties, the Trustee shall act with the 
skill, prudence and diligence under the circumstances then 
prevailing that a prudent man acting in a like capacity and 
familiar with such matters would use in the conduct of an enter-
prise of like character and with like aims:

		(a)	by diversifying the investments of the Trust, to 
the extent the Trustee has the discretionary authority and 
responsibility for such investments, so as to minimize the 
risk of large losses, unless under the circumstances it is 
clearly prudent not to do so; and

		(b)	in accordance with the documents and instruments 
governing the Plan, insofar as such documents and instruments 
are consistent with the provisions of ERISA.

17.10 Prohibited Transactions

	Any other provisions of the Plan and Trust Agreement to the 
contrary notwithstanding, neither the Employer, the Administrator, 
the Trustee nor any Disqualified Person as defined in Section 
4975(d) of the Code may engage, directly or indirectly, in any of 
the acts or transactions under Section 4975(c) of the Code and 
Section 406 of ERISA for which no exemption is provided by Section 
4975(d) of the Code or Section 408 of ERISA.

17.11 Conflict of Interest

	The Trustee shall not (a) deal with the assets of the Plan in 
its own interest or for its own account, (b) in its individual or 
in any other capacity, act in any transaction involving the Plan 
(or on behalf of a party or representing a party) where interests 
are adverse to the interest of the Plan or the interest of its 
Participants or Beneficiaries, or (c) receive any consideration for 
its own account from any party dealing with the Plan in connection 
with a transaction involving the assets of the Plan.

	Provided, however, that nothing in this Section shall be 
construed to preclude the Trustee from receiving reasonable 
compensation for services rendered, or for reimbursement of 
expenses properly and actually incurred in the performance of its 
duties under the Plan.

17.12 Exemptions

	Nothing in this ARTICLE shall be construed to preclude a 
transaction which is otherwise prohibited hereunder or under the 
Act, provided that the Trustee, or any other interested party or 
parties, shall first apply to, and secure from the Secretary of 
Labor, an exemption with respect to such transaction.

17.13 Fiduciary Insurance

	The Trustee may purchase insurance to insure itself, the 
Trust Fund, or other fiduciary against liability or losses occur-
ring by reason of an act or omission of any fiduciary, provided 
that such insurance shall permit recourse by the insurer against 
the fiduciary in the case of a breach of fiduciary duty.

17.14 Accounts

	The Trustee shall keep accurate and detailed accounts of all 
investments, receipts, disbursements and other transactions 
hereunder, and all accounts, investment subaccounts, books and 
records relating thereto shall be open to inspection and audit at 
all reasonable times by any person designated by the Employer.  The 
Trust Fund may, at the Trustee's discretion, be administered on a 
unit accounting basis and the value of a unit on the date of 
adoption or amendment of the Plan shall be as determined by the 
Trustee.

17.15 Reports

	Annually, or more frequently if determined by either the 
Employer or the Trustee, or as shall be required by law, the 
Trustee shall cause a valuation to be made of the Trust Fund at its 
Fair Market Value.  Within 120 days after the end of the Plan Year 
(or on such other date as may be prescribed under regulations of 
the Secretary of Labor) and at the time of each valuation during 
the Plan Year, the Trustee shall file with the Employer and certify 
the accuracy of a written statement setting forth, for the 
valuation period, all investments, receipts, disbursements, and 
such other information as the Trustee maintains which the Employer 
may require from time to time in order to fulfill its obligations 
under applicable law.  Upon expiration of 90 days from the date of 
filing of the statement as provided herein, the Trustee's liability 
for any inaccuracies or omissions appearing upon the face of such 
statement shall cease, except as otherwise may be provided by law, 
and except with respect to any inaccuracies or omissions as to 
which the Employer shall file with the Trustee written objection 
before the expiration of such 90-day period.

	To the extent consistent with applicable law, each 
transaction, whether an increase or a decrease to the Trust Fund, 
may be expressed in terms of a number of units computed on the 
basis of the unit value determined on the preceding Allocation 
Date.  In the event that transactions are reported in this manner, 
the Trustee shall state, in addition to such other information as 
is required by law, the number of units in the Trust Fund and the 
value of a unit on the date of the statement.

17.16 Payments

	The Trustee shall make payment from the Trust Fund to such 
persons, in such manner and in such amounts as the Administrator 
may direct in writing from time to time.  The Trustee shall be 
fully protected in acting upon any such written direction without 
inquiry or investigation, and shall have no duty or authority to 
determine the rights or benefits of any Participant or Beneficiary 
under the Plan, or to inquire into the right or power of the 
Employer to direct any payment from the Fund.

17.17 Direction of Committee

	The Trustee shall be fully protected in relying upon the 
written certification of the Employer as to the membership and 
extent of authority of any committee duly authorized to act on its 
behalf and in continuing to rely thereon until subsequent 
certification has been delivered to the Trustee.  The Trustee shall 
be fully protected in relying and acting upon any written direction 
of such committee whose membership and authority has been certified 
to the Trustee, and in continuing to so act and rely until 
subsequent certification that said authority has been revoked or 
modified has been delivered to the Trustee.

17.18 Impossibility of Performance

	In case it becomes impossible for either the Employer or the 
Trustee to perform any act under this ARTICLE, that act shall be 
performed which in the judgment of the Trustee will most nearly 
carry out the intent and purpose of the Plan.  All parties to this 
Plan or all parties in any way interested in the Plan shall be 
bound by any acts performed under such conditions.

17.19 Expenses

	The expenses incurred by the Employer in the installation, 
administration and amendment of the Plan shall be paid from the 
Trust Fund, unless paid directly by the Employer.  Such compensa-
tion to the Trustee as may be agreed upon in writing from time to 
time between the Employer and the Trustee and the expenses incurred 
by the Trustee in the performance of its duties, including 
professional fees of any person, firm or agent employed by the 
Trustee to carry out the investment, management or administrative 
functions hereunder, and all other proper charges and disbursements 
of the Trustee, shall be paid from the Trust Fund, unless paid 
directly by the Employer in its sole discretion.

17.20 Taxes

	The Trustee shall pay out of the Trust Fund taxes of any and 
all kinds including, without limiting the generality of the 
foregoing, property taxes and income taxes levied or assessed under 
existing or future laws upon or with respect to the Trust, or any 
moneys, securities or other property forming a part thereof, or the 
income therefrom, subject to the terms of any agreements or 
contracts made with respect to trust investments which make other 
provisions for such tax payments.  The Trustee may assume that any 
taxes assessed on or with respect to the Trust or its income are 
lawfully assessed unless the Employer shall in writing advise the 
Trustee that in the opinion of counsel for the Employer, such taxes 
are or may be unlawfully assessed.  In the event that the Employer 
shall so advise the Trustee, the Trustee shall, if so requested in 
writing by the Employer, contest the validity of such taxes in any 
manner deemed appropriate by the Employer or its counsel for the 
refund, abatement, reduction or elimination of any such taxes.

17.21 Resignation or Removal of Trustee

	The Trustee may resign at any time upon 90 days' written 
notice to the Employer (or such other shorter notice as may be 
accepted by the Employer).  The Trustee may be removed by the 
Employer, or the Employer may increase or decrease the number of 
Trustees, at any time upon 90 days' written notice delivered to the 
Trustee (or such shorter notice as may be accepted by the Trustee).  
In the event of such removal or resignation, the Employer shall 
designate a Successor Trustee or other medium of funding under an 
agreement executed for such purpose.  If the Employer does not so 
designate such Successor Trustee or medium of funding within 60 
days, the Trustee may apply to a court of competent jurisdiction 
for the purpose of securing the designation of same.  Upon the 
expiration of 90 days from resignation or removal of the Trustee 
(or such shorter period as agreed upon), the Trustee's liability 
for any inaccuracies or omissions shall cease, except as otherwise 
may be provided by law, and except with respect to any inaccuracies 
or omissions as to which the Employer shall file with the Trustee 
written objection before the expiration of such 90-day period (or 
such shorter period as agreed upon).

17.22 Transfer of Assets to a Successor Trustee or Other 
Medium of Funding

	In the event the Employer wishes to continue the Plan through 
a Successor Trustee or through another medium of funding, it may, 
upon 90 days' written notice (or shorter notice if agreed by the 
Successor Trustee) and upon furnishing evidence of the continuation 
of the Plan through a Successor Trustee or medium of funding, 
direct the Trustee to transfer the assets of the Trust Fund to such 
Successor Trustee or medium of funding, in which event the Trustee 
shall deliver in cash or in kind the assets of the Trust Fund (less 
reasonable and contracted for expenses), including such instruments 
of conveyance and further assurance as may be reasonably required 
for vesting in such Successor Trustee or other medium of funding 
all right, title and interest of the Trustee in assets of the Trust 
Fund attributable to the Employer.  The transfer of assets under 
the circumstances above shall not, within itself, be deemed a 
termination of the Plan, or a cessation of Qualified Nonelective 
Employer Contributions, Employer Matching Contributions or Employer 
Profit Sharing Contributions to the Plan.  Upon completion of such 
transfer of assets, the terms and provisions of the Plan shall 
continue to control with respect to the Employer or the Plan (or 
its successor) as it may be continued by the Employer.

17.23 Assets of Controlled Group Members

	A Controlled Group Member with the written approval of the 
other Controlled Group Members may direct the Trustee to commingle 
the Trust Fund assets with those of the assets of other Controlled 
Group Members held by the Trustee in a mutual, commingled, pooled 
or common Trust Fund; provided, however, that adequate records 
shall be maintained at all times so that it is possible to 
ascertain and separate the Trust Fund assets of each Controlled 
Group Member.

17.24 Distributions in Kind

	The Administrator may direct the Trustee (or its 
recordkeeping agent) to make distributions in kind rather than in 
cash, provided any such distribution is to an Individual Retirement 
Account described in Section 408 of the Code and established with 
the Plan's recordkeeper, and provided such distribution shall not 
favor a Highly Compensated Employee of the Spouse of a Highly 
Compensated Employee who is an Alternate Payee under a Qualified 
Domestic Relations Order described in Section 16.6.

17.25 Purchases and Sales of Employer Stock

	All purchases of shares of Employer Stock shall be made at 
prices which, in the judgment of the Plan Administrator, do not 
exceed the Fair Market Value of such stock.  All sales of shares of 
Employer Stock shall be made at prices which, in the judgment of 
the Plan Administrator, are not less than the Fair Market Value of 
such stock.  The determination of Fair Market Value shall be made 
in good faith by the Plan Administrator in accordance with the Plan 
and in accordance with any applicable provisions of ERISA.  The 
Plan Administrator shall direct the Trustee when to buy or sell 
Employer Stock and at what price, and the Trustee shall have no 
duty to question the directions of the Plan Administrator in this 
respect or to advise the Plan Administrator regarding the purchase, 
retention or sale of Employer Stock; provided, however, that the 
Plan Administrator shall not direct the Trustee to act otherwise 
than in accordance with the Plan and Trust Agreement and in 
accordance with any applicable provisions of ERISA, including any 
applicable rules regarding prohibited transactions.

17.26 Restrictions on Employer Stock

		(a)	Shares of Employer Stock distributed by the 
Trustee which are not publicly traded at the time the right may be 
exercised shall be restricted by a right of first refusal.  If any 
Participant or Beneficiary to whom shares of Employer Stock have 
been distribute by the Trustee shall desire to sell some or all of 
such shares (or any shares derived from such shares) to a third 
party (i.e., someone other than the Trustee or the Employer), the 
Participant shall give written notice of such desire to the 
Employer and the Trustee.  This notice shall set forth the number 
of shares offered for sale, the proposed terms of the sale and the 
name and address of the third party.

		For a period of fourteen (14) days from the date such 
notice is given, the Trustee and the Employer shall have an option 
to buy all or any of the offered shares on the same terms offered 
by the third party and at the price determined pursuant to the 
following subsection (b) in accordance with Treasury Regulation 
Section 54.4975-11l(d)(5).  As between the Trustee and the 
Employer, the Employer shall have priority to acquire the offered 
shares pursuant to such option.  Such option may be exercised by 
the Trustee or the Employer, as the case may be, by giving written 
notice of such exercise to the selling Participant or Beneficiary.  
The closing pursuant to any exercise of such option shall take 
place within ten (10) days after the giving of such notice of 
exercise.  At such closing, the selling Participant or Beneficiary 
shall deliver certificates representing the offered shares duly 
endorsed in blank for transfer, or with stock powers attached duly 
executed in blank.

		If the Trustee and the Employer do not exercise their 
option to buy the offered shares, the selling Participant or 
Beneficiary shall have the right, at any time within sixty (60) 
days after the expiration of such fourteen (14) day period, to sell 
the offered shares to such third party for a price and on terms no 
more favorable to the third party than those set forth in the 
written notice given by the selling Participant or Beneficiary to 
the Trustee and the Employer.  If no sale of the offered shares 
meeting the foregoing requirements is made within such period of 
sixty (60) days, the shares shall again become subject to such 
right of first refusal as though no notice had been given pursuant 
to this Section.

		Such option may be exercised at any time within 
fourteen (14) days after the Trustee and the Employer have actual 
knowledge of such death.  Such option may be exercised by the 
Trustee or the Employer, as the case may be, by giving written 
notice of such exercise to the personal representative of the 
deceased Participant or Beneficiary or to the distributees of the 
estate of the deceased Participant or Beneficiary if no personal 
representative has been appointed.  The closing pursuant to any 
exercise of such option shall take place within ten (10) days after 
the giving of such notice of exercise.  At such closing, the 
personal representative or distributees of the deceased Participant 
or Beneficiary shall deliver certificates representing the offered 
shares duly endorsed in blank for transfer, or with stock powers 
attached duly executed in blank.

	A Participant or Beneficiary to whom shares of Employer Stock 
have been distributed by the Trustee may not transfer or dispose of 
any shares so received (or any shares derived from shares so 
received) otherwise than as expressly permitted by this Section.  
Shares of Employer Stock distributed by the Trustee may include 
such legend restrictions on transferability as may be necessary to 
preserve the foregoing rights of first refusal and options or as 
the Employer may reasonably require in order to assure compliance 
with applicable federal and state securities laws.

		(b)	The exercise price for any Employer Stock 
acquired pursuant to the above subsection (a) from a person other 
than a "disqualified person" (as defined in the following Section 
11.6(c)) shall be the greater of:  (i) the Fair Market Value of 
such Employer Stock as of the most recent Valuation Date; or (ii) 
the purchase price offered by an independent party making a bona 
fide offer to purchase such Employer Stock.

		The exercise price for any Employer Stock acquired 
pursuant to the above subsection (a) from a person who is a 
disqualified person (as defined in the following Section 11.6(c)) 
shall be the greater of:  (i) the Fair Market Value of such 
Employer Stock determined as of the date written notice is given by 
the Participant or Beneficiary of the Participant's desire to sell 
some or all of such person's shares of Employer Stock; or (ii) the 
purchase price offered by an independent party making a bona fide 
offer to purchase such Employer Stock.

17.27 Registration of Employer Stock

	If the Plan Administrator directs the Trustee to dispose of 
any Employer Stock under circumstances which require registration 
and/or qualification of the securities under applicable federal or 
state securities laws, then the Employer, at its expense, will 
take, or cause to be taken, any and all such actions as may be 
necessary or appropriate to effect such registration and/or 
qualification.

17.28 Investments in Employer Stock

		(a)	The Trustee shall have all powers and authority 
necessary for the performance of its duties, including those powers 
designated in the Trust Agreement and in this Plan.  However, such 
powers shall not include the power to borrow to purchase Employer 
Stock.  

		(b)	Any cash received by the Trustee or credited to 
the ESOP Investment Account, PAYSOP Account or the 401(k) Employer 
Stock Account of any Participant shall be invested to the extent 
practicable in shares of Employer Stock.  The Trustee is 
specifically authorized to invest and hold up to one hundred 
percent (100%) of the Trust assets credited to these Accounts in 
"qualifying employer securities" (as that term is defined in 
Section 407(d)(5) of ERISA).  The Trustee may purchase such 
Employer Stock directly from the Employer in accordance with 
Section 401(e) of ERISA or from any other available source (also in 
compliance with ERISA).  Such stock or securities may be 
outstanding, newly issued or treasury securities. All such 
purchases must be made at not more than their Fair Market Values.  

		(c)	In the event that Employer Stock is purchased 
with any assets of the Trust, such Employer Stock shall be 
allocated in accordance with Section 5.4(2)(a) hereof.

17.29 Independent Appraisals

	All valuations of Employer Stock which is not readily 
tradable on an established securities market for Plan purposes 
shall be made by an independent appraiser meeting requirements 
similar to those contained in Treasury regulations under Section 
170(a)(1) of the Code.

18. AMENDMENT OR TERMINATION

18.1 Right to Amend Plan

		(a)	Only the Sponsoring Employer may amend this Plan.  
The Plan may be amended at any time and from time to time; 
provided, however, that no amendment shall limit or remove the 
authority of the Sponsoring Employer to terminate the Plan, or 
shall change the duties or liabilities of any of the parties 
without their consent.  No amendment shall have any retroactive 
effect so as to deprive any Participant of any vested interest 
except that no amendment made to conform to the Code or any federal 
or state statute, regulation or ruling shall be considered 
prejudicial to any Participant, and that no amendment shall ever 
cause any reversion of funds to the Employer.

		(b)	If the Plan's Vesting Schedule is amended, or the 
Plan is amended in any way that directly or indirectly affects the 
computation of the Participant's nonforfeitable percentage or if 
the Plan is deemed amended by an automatic change to or from a 
Top-Heavy Vesting Schedule, each Participant with at least three 
(3) Years of Service with the Employer may elect, within a 
reasonable period after the adoption of the amendment or change, to 
have the nonforfeitable percentage computed under the Plan without 
regard to such amendment or change.

	The period during which the election may be made shall 
commence with the date the amendment is adopted or deemed to be 
made and shall end on the latest of:

			(i)	sixty (60) days after the amendment is 
adopted;

			(ii)	sixty (60) days after the amendment becomes 
effective; or

			(iii)	sixty (60) days after the Participant is 
issued written notice of the amendment by the Employer 
or Administrator.

		(c)	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.  For purposes of 
this subsection, a Plan amendment which has the effect of decreas-
ing 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.  
Furthermore, if the vesting schedule of a Plan is amended, in the 
case of an Employee who is a Participant as of the later of the 
date such amendment is adopted or the date it becomes effective, 
the nonforfeitable percentage (determined as of such date) of such 
Employee's Employer-derived Accrued Benefit will not be less than 
the percentage computed under the Plan without regard to such 
amendment.

18.2 Limitation of Right to Amend

	No amendment shall have the effect of causing or permitting 
any part of the Trust Fund to be used for or diverted to, purposes 
other than for the exclusive benefit of Participants, former 
Participants and Beneficiaries, and no amendment shall have the 
effect of revesting in the Employer any portion of the Trust Fund.

18.3 Termination of Plan by Sponsoring Employer

		(a)	Right Reserved.  Although the Sponsoring Employer 
expects the Plan to be continued indefinitely, it reserves the 
right to terminate the Plan at any time by action of the Board and 
to discontinue all contributions hereunder.  The Sponsoring 
Employer reserves the right to temporarily suspend contributions 
from time to time as it shall deem appropriate and necessary, and 
such suspension of contributions shall not be considered to be a 
termination of the Plan.  In the event of termination or partial 
termination of the Plan, or a complete discontinuance of 
contributions to the Plan, the Sponsoring Employer shall notify the 
Trustee in writing of such termination and, prior to any 
distribution of assets hereunder, shall file notice, in such form 
and manner as is required by law, if any, with the Internal Revenue 
Service.

		(b)	Distribution Upon Termination.  In the event of 
the termination or partial termination of the Plan, the Account 
balances of each affected Participant shall be nonforfeitable.  In 
the event of a complete discontinuance of contributions, the 
Account balances of each affected Participant will be nonfor-
feitable.  The Sponsoring Employer, by written notice of terminat-
ion of the Plan, shall direct the Trustee to reduce such assets of 
the Trust Fund to cash which are not designated by the Employer, 
or, in the case of illiquid assets, by the Trustee, to be retained 
for distribution in kind.  The Trustee shall cause a valuation of 
the Trust Fund to be made as of the date such assets are reduced to 
cash, at which time the balances of Accounts shall be brought up to 
date.  Upon completion of such accounting and receipt from the 
Sponsoring Employer of directions as to the form of distributions, 
the Trustee shall distribute the assets of the Trust Fund to the 
Participants or Beneficiaries, as the case may be, in accordance 
with such directions.  Each Participant or Beneficiary who is 
entitled to receive a distribution from an Account may elect to 
receive the payment of such Account in a lump sum or through an 
annuity purchased from a commercial insurance carrier licensed in 
the State of Tennessee.  

18.4 Mergers

	In the event of any merger or consolidation with, or transfer 
of assets to any other plan, each Participant will receive a 
benefit immediately after such merger, consolidation or transfer 
(if the Plan then terminated) which is at least equal to the 
benefit the Participant was entitled to immediately before such 
merger, consolidation or transfer (if the Plan had then 
terminated).

19. MISCELLANEOUS

19.1 Liability of Employer

	No Employee, Participant, Inactive or Retired Participant or 
Beneficiary shall have any right or claim to any benefit under the 
Plan except in accordance with its provisions.  The adoption of the 
Plan shall neither be construed as creating any contract of 
employment between the Employer and any Employee or otherwise 
conferring upon any Employee or other person any legal right to 
continuation of employment, nor as limiting or qualifying the right 
of the Employer to discharge any Employee without regard to the 
effect that such discharge might have upon the Participant's rights 
under the Plan.

19.2 Spendthrift Clause

	No benefit or interest available hereunder will be subject to 
assignment or alienation, either voluntarily or involuntarily.  The 
preceding sentence shall also apply to the creation, assignment, or 
recognition of a right to any benefit payable with respect to a 
Participant pursuant to a domestic relations order, unless such 
order is determined to be a Qualified Domestic Relations Order, or 
any domestic relations order entered before January 1, 1985.

19.3 Successor Business of Employer

	Unless this Plan is sooner terminated, any incorporated 
successor to the business of the Employer may continue the Plan and 
such successor shall thereupon succeed to all the rights, powers 
and duties of the Employer hereunder.  The employment of any 
Employee who has continued in the employ of such successor shall 
not be deemed to have been terminated or severed for any purpose 
hereunder.

	In the event that the Employer is reorganized or dissolved 
for any reason without any provision being made for the continuance 
of this Plan by a successor to the business of the Employer, the 
Plan shall terminate and the assets shall be distributed as 
provided in Section 18.3(b).

19.4 Insurance Company Not Responsible

	No insurance company which may issue any policy upon the 
application of the Trustee shall be required to take or permit any 
action contrary to the provisions of such policy; or be bound to 
allow any benefit or privilege to any person interested in any 
policy it has issued which is not provided in such policy; or be 
deemed to be a party to this Agreement for any purpose; or be 
responsible for the validity of this Agreement; or be required to 
look into the terms of this Agreement or question any act of the 
Trustee hereunder; or be required to see that any action of the 
Trustee is authorized by this Agreement.  Any such issuing company 
shall be fully discharged from any and all liability for any amount 
paid to the Trustee, or in accordance with its direction; and no 
issuing company shall be obligated to see to the application of any 
moneys so paid by it.  Any such issuing company shall be fully 
protected in taking or permitting any action on the faith of any 
instrument executed by the Trustee, and shall incur no liability 
for so doing.

19.5 Persons Under Legal Disability

In the case of any distribution to a minor or other person 
under a legal disability, the Plan Administrator, in its 
discretion, may determine and shall so direct the Trustee that 
benefit payments shall either (1) be made directly to such person 
under a legal disability or (2) be made directly to the person who 
has assumed the care of such person to be used for the support, 
maintenance or education of such person, or (3) be made to the duly 
appointed guardian or other representative, if any, of such person.  
Any action taken by a duly appointed guardian or other legally 
authorized representative on behalf of an individual under a legal 
disability, including any consent given by such guardian or 
representative, shall have the effect of action taken or consent 
given by the individual.

19.6 Conflict of Provisions

	If any provision or term of this Plan, or of the Trust 
Agreement entered into pursuant hereto, is deemed to be at variance 
with, or contrary to, any law of the United States or applicable 
state law, said provision shall be severable to the extent it does 
not disqualify the Plan under Sections 401(a) and 501(a) of the 
Code and the provision of the law shall be deemed to govern.

19.7 Definition of Words

	Feminine or neuter pronouns shall be substituted for those of 
the masculine form, and the plural shall be substituted for the 
singular, in any place or places herein where the context may 
require such substitution or substitutions.

19.8 Titles

	The titles of ARTICLES and Sections are included only for 
convenience and shall not be construed as a part of the Plan or in 
any respect to affect or modify its provisions.

19.9 Multiple Copies

	This Plan may be executed in counterparts, each of which 
shall be considered an original.

19.10 Applicable Law

	Except with respect to a separate trust document adopted by 
the Employer which contains a provision that other state law 
applies to that document, the laws of the State of Tennessee shall 
apply with respect to the interpretation and construction of the 
provisions of the Plan, to the extent not preempted by ERISA or 
given over herein under ERISA to the interpretation or construction 
of the Administrator under Section 16.1.
 


EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration
Statement of Dollar General Corporation on Form S-8 of our report dated
February 24, 1998, appearing in the Annual Report on Form 10-K of Dollar
General Corporation for the year ended January 30, 1998.

/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP

Nashville, Tennessee
October 9, 1998



EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the registration
statements of Dollar General Corporation on Form S-8 (Nos.
33-23796,33-31827, 33-51589 and 33-51591) or our report dated March 5,
1997 on our audits of the consolidated financial statements of Dollar
General Corporation and Subsidiaries as of January 31, 1997 and for the
years ended January 31, 1997 and 1996, which report is included in the
Annual Report on Form 10-K filed April 20, 1998.


/s/PriceWaterhouseCoopers LLP
October 9, 1998
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 342204}]
{"company-data": {"conformed-name": "DOLLAR GENERAL CORP", "cik": "0000029534", "assigned-sic": "5331", "irs-number": "610502302", "state-of-incorporation": "TN", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65789", "film-number": "98726590"}, "business-address": {"street1": "104 WOODMONT BLVD STE 500", "city": "NASHVILLE", "state": "TN", "zip": "37205", "phone": "6157832156"}, "mail-address": {"street1": "104 WOODMONT BLVD STE 500", "city": "NASHVILLE", "state": "TN", "zip": "37205"}, "former-company": [{"former-conformed-name": "TURNER CAL", "date-changed": "19710401"}, {"former-conformed-name": "TURNER J L & SON INC", "date-changed": "19710401"}]}
As Filed With the Securities and Exchange Commission
on October 15, 1998

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

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

DOLLAR GENERAL CORPORATION
(Exact name of Registrant as Specified in its Charter)

TENNESSEE
(State or Other 
Jurisdiction of 
Incorporation or 
Organization)

 61-0502302
(I.R.S. 
Employer
Identificat
ion No.)

DOLLAR GENERAL CORPORATION
104 Woodmont Blvd., Suite 
500
Nashville, Tennessee
(Address of Principal 
Executive Offices)

37205
(Zip Code)

Dollar General Corporation 401(k) Savings and Retirement Plan
(Full title of the plan)

Robert C. Layne
Corporate Secretary
104 Woodmont Blvd., Suite 500
Nashville, Tennessee  37205
(Name and address of agent for service)

(615) 783-2000
(Telephone number, including area code, of agent for service)

Copy to:

		Howard H. Lamar, Esq.	
		Bass, Berry & Sims PLC	
		2700 First American Center
		Nashville, Tennessee 37238

CALCULATION OF REGISTRATION FEE

CALCULATION OF REGISTRATION FEE

Title of securities
to be registered (1)          Common Stock, par value $.50 per share

Amount to
be registered                 0

Proposed
maximum
offering price
per share                     n/a

Proposed
maximum
aggregate offering
price                         n/a

Amount of 
registration fee (2)          $0

(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this 
registration statement covers an indeterminate amount of interests to be 
offered under the employee benefit plan described herein.
(2) Pursuant to Rule 457(h)(2) no registration fee is required to be paid.

	PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

	The following documents previously filed by Dollar General Corporation 
(the "Registrant") with the Commission pursuant to the Securities Exchange Act 
of 1934, as amended (the "Exchange Act") are incorporated herein by reference:

(a)	The Registrant's Annual Report on Form 10-K for the fiscal 
year ended January 30, 1998 filed April 20, 1998;

		(b)	The Registrant's Quarterly Reports on Form 10-Q 
for the fiscal quarters ended April 30, 1998 (filed June 16, 
1998) and July 31, 1998 (filed September 14, 1998);

(c)	The Registrant's Current Report on Form 8-K filed September 
25, 1998; and 

(d)	The description of the Registrant's Common Stock contained 
in the Registrant's Current Report on Form 8-K filed June 8, 
1998 as amended by a filing dated June 11, 1998.

	All documents and reports subsequently filed by the Registrant pursuant 
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing 
of a post-effective amendment to this Registration Statement which indicates 
that all shares covered hereby have been sold or which deregisters all such 
shares then remaining unsold shall be deemed to be incorporated by reference 
in this Registration Statement and to be a part hereof from the date of filing 
of such documents.  Any statements contained in a document incorporated or 
deemed to be incorporated by reference herein shall be deemed to be modified 
or replaced for purposes hereof to the extent that a statement contained 
herein (or in any other subsequently filed document which also is incorporated 
or deemed to be incorporated by reference herein)  modifies or replaces such 
statement.  Any statement so modified or replaced shall not be deemed, except 
as so modified or replaced, to constitute a part hereof.

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 Tennessee Business Corporation Act ("TBCA") provides that a 
corporation may indemnify any of its directors and officers against liability 
incurred in connection with a proceeding if (a) such person acted in good 
faith; (b) in the case of conduct in an official capacity with the 
corporation, he reasonably believed such conduct was in the corporation's best 
interests; (c) in all other cases, he reasonably believed that his conduct was 
at least not opposed to the best interests of the corporation; and (d) in 
connection with any criminal proceeding, such person had no reasonable cause 
to believe his conduct was unlawful.  In actions brought by or in the right of 
the corporation, however, the TBCA provides that no indemnification may be 
made if the director or officer was adjudged to be liable to the corporation.  
The TBCA also provides that in connection with any proceeding charging 
improper personal benefit to an officer or director, no indemnification may be 
made if such officer or director is adjudged liable on the basis that such 
personal benefit was improperly received.  In cases where the director or 
officer is wholly successful, on the merits or otherwise, in the defense of 
any proceeding instigated because of his or her status as a director or 
officer of a corporation, the TBCA mandates that the corporation indemnify the 
director or officer against reasonable expenses incurred in the proceeding.  
The TBCA provides that a court of competent jurisdiction, unless the 
corporation's charter provides otherwise, upon application, may order that an 
officer or director be indemnified for reasonable expenses if, in 
consideration of all relevant circumstances, the court determines that such 
individual is fairly and reasonably entitled to indemnification, 
notwithstanding the fact that (a) such officer or director was adjudged liable 
to the corporation in a proceeding by or in the right of the corporation; (b) 
such officer or director was adjudged liable on the basis that personal 
benefit was improperly received by him; or (c) such officer or director 
breached his duty of care to the corporation.

	The Registrant's Charter and Bylaws provide that the Registrant shall 
indemnify its directors and officers to the fullest extent permitted by 
applicable law.  The Registrant's Bylaws provide further that the Registrant 
shall advance expenses to each director and officer of the Registrant to the 
full extent allowed by the laws of the state of Tennessee, both as now in 
effect and as hereafter adopted.  Under the Registrant's Charter and Bylaws, 
such indemnification and advancement of expenses provisions are not exclusive 
of any other right that a director or officer may have or acquire both as to 
action in his or her official capacity and as to action in another capacity. 

	The Registrant believes that its Charter and Bylaw provisions are 
necessary to attract and retain qualified persons as directors and officers.

	The Registrant has in effect a directors' and officers' liability 
insurance policy which provides coverage for its directors and officers.  
Under this policy, the insurer agrees to pay, subject to certain exclusions, 
for any claim made against a director or officer of the Registrant for a 
wrongful act by such director or officer, but only if and to the extent such 
director or officer becomes legally obligated to pay such claim. 

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable

ITEM 8.  EXHIBITS

See Exhibit Index (Page II-6)

ITEM 9.	UNDERTAKINGS

A.	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, as amended (the "Securities 
Act");

(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 hereof) which 
individually or in the aggregate, represent a fundamental 
change in the information set forth in the Registration 
Statement.  Notwithstanding the foregoing, any increase or 
decrease in the volume of securities offered (if the total 
dollar value of securities would not exceed that which was 
registered) and any deviation from the low or high and of 
the estimated maximum offering range may be reflected in th 
form of prospectus filed with the Commission pursuant to 
Rule 424(b) if, in the aggregate, the changes in volume and 
price represent no more than 20 percent change in the 
maximum aggregate offering price set forth in the 
"Calculation of Registration Fee" table in the effective 
registration statement; and

(iii)	To include any material information with respect to the plan 
of distribution not previously disclosed in the Registration 
Statement or any material change 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 Exchange Act, that are incorporated by reference in 
the Registration Statement.

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

B.	The Registrant hereby undertakes that, for purposes of determining any 
liability under the Securities Act, each filing of the Registrant's 
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange 
Act 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.

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

D.	The undersigned registrant hereby undertakes to submit the Plan and any 
amendments thereto to the Internal Revenue Service (the "IRS") in a 
timely manner and to 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 to date.

SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933, as amended, 
the Registrant certifies that it has reasonable grounds to believe that it 
meets all 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 Nashville, State of Tennessee, on 
the 14th day of October, 1998.

							DOLLAR GENERAL CORPORATION

							By:  /s/  Cal Turner, Jr.	
							     Cal Turner, Jr., President, 
Chief Executive
							     Officer and Chairman

	KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears 
below hereby constitutes and appoints Cal Turner, Jr. and Phil Richards his or 
her true and lawful attorneys-in-fact and agents, with full power of 
substitution and resubstitution, for him or her and in his or her name, place 
and stead, in any and all capacities, to sign any and all amendments to this 
Registration Statement, and to file the same, with the Securities and Exchange 
Commission, granting unto said attorneys-in-fact and agents full power and 
authority to do and perform each and every act and thing requisite and 
necessary to be done in and about the premises, as fully to all intents and 
purposes as he or she might or could do in person, hereby ratifying and 
confirming all that said attorneys-in-fact and agents, or his substitute or 
substitutes, may lawfully do or cause to be done by virtue hereof.

	Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities and as of the dates indicated.

	Signature				Title					Date

/s/  Cal Turner, Jr.
Cal Turner, Jr.
President, Chief Executive
Officer and Chairman            October 14, 1998

/s/  Phil Richards
Phil Richards
Chief Financial Officer and
Treasurer (Principal Financial 
and Accounting Officer)         October 14, 1998

/s/  Dennis C. Bottorff	
Dennis C. Bottorff
Director                        October 14, 1998

/s/  James L. Clayton 	
James L. Clayton
Director                        October 14, 1998

/s/  Reginald D. Dickson	
Reginald D. Dickson
Director                        October 14, 1998

/s/  John B. Holland	
John B. Holland
Director                        October 14, 1998

/s/  Barbara M. Knuckles	
Barbara M. Knuckles
Director                        October 14, 1998

/s/  Cal Turner 
Cal Turner
Director                        October 14, 1998

/s/  David M. Wilds	
David M. Wilds
Director                        October 14, 1998

/s/  William S. Wire, II	
William S. Wire, II
Director                        October 14, 1998

	Pursuant to the Requirements of the Securities Act, the Plan 
Administrator of the Dollar General 401(k) Savings and Retirement Plan has 
duly caused this registration statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the city of Nashville, state of 
Tennessee, on October [  ], 1998.	

                      DOLLAR GENERAL 401(k) SAVINGS AND RETIREMENT PLAN

                            BY:  /s/  Bob Layne
                                 Bob Layne, Corporate Secretary for
                                 Dollar General Corporation, the Plan
                                 Administrator

Exhibit Index

Exhibit
No.                            Exhibit Description

4       Dollar General Corporation 401(k) Savings and Retirement Plan

23.1    Consent of Deloitte & Touce, LLP

23.2    Consent of Price Waterhouse Coopers, LLP

24      Power of Attorney (included at pages II-4 and II-5)

EXHIBIT 4

	DOLLAR GENERAL CORPORATION

401(k) SAVINGS AND RETIREMENT PLAN

               

AN AMENDMENT, COMPLETE RESTATEMENT, CONVERSION AND CONTINUATION OF THE
DOLLAR GENERAL CORPORATION RETIREMENT PLAN
AND THE
DOLLAR GENERAL CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN AS THE ABOVE PLAN
EFFECTIVE JANUARY 1, 1998

	TABLE OF CONTENTS

1. INTRODUCTION
2. DEFINITIONS
2.1 "ACCOUNT" OR "ACCOUNTS"
2.2 "ACTUAL DEFERRAL PERCENTAGE"
2.3 "ADMINISTRATIVE COMMITTEE"
2.4 "ADMINISTRATOR"
2.5 "AGGREGATE LIMIT"
2.6 "ALLOCATION DATE"
2.7 "ALLOCATION PERIOD"
2.8 "ANNUITY STARTING DATE:
2.9 "AVERAGE CONTRIBUTION PERCENTAGE"
2.10 "BENEFICIARY"
2.11 "BOARD"
2.12 "BREAK IN SERVICE"
2.13 "CODE"
2.14 "COMMITTEE"
2.15 "COMPANY"
2.16 "COMPENSATION"
2.17 "COMPENSATION FOR TESTING PURPOSES"
2.18 "CONTRIBUTION PERCENTAGE"
2.19 "CONTRIBUTION PERCENTAGE AMOUNT"
2.20 "CONTROLLED GROUP MEMBER"
2.21 "CREDIT BALANCE"
2.22 "DISABILITY"
2.23 "EARLY RETIREMENT DATE"
2.24 "EFFECTIVE DATE"
2.25 "ELECTIVE DEFERRALS"
2.26 "ELIGIBLE EMPLOYEE"
2.27 "EMPLOYEE"
2.28 "EMPLOYEE STOCK OWNERSHIP PLAN"
2.29 "EMPLOYER"
2.30 "EMPLOYER ACCOUNTS"
2.31 "EMPLOYER CONTRIBUTION FORFEITURE"
2.32 "EMPLOYER CONTRIBUTIONS"
2.33 "EMPLOYER MATCHING CONTRIBUTIONS"
2.34 "EMPLOYER PROFIT SHARING CONTRIBUTIONS"
2.35 "ENTRY DATE"
2.36 "ERISA"
2.37 "ESOP"
2.38 "ESOP ACCOUNTS"
2.39 "EXCESS AGGREGATE CONTRIBUTIONS"
2.40 "EXCESS CONTRIBUTIONS"
2.41 "EXCESS ELECTIVE DEFERRALS"
2.42 "FAIR MARKET VALUE"
2.43 "FIVE-PERCENT OWNER"
2.44 "FORFEITURE SUSPENSE ACCOUNT"
2.45 "401(K) DISCRIMINATION FORFEITURES"
2.46 "401(K) PLAN"
2.47 "401(K) PLAN ACCOUNTS"
2.48 "HIGHLY COMPENSATED EMPLOYEE"
2.49 "HOUR OF SERVICE"
2.50 "INACTIVE PARTICIPANT"
2.51 "INVESTMENT COMMITTEE"
2.52 "LEASED EMPLOYEE"
2.53 "LIFE ANNUITY"
2.54 "NON-HIGHLY COMPENSATED EMPLOYEES"
2.55 "NORMAL RETIREMENT AGE"
2.56 "NORMAL RETIREMENT DATE"
2.57 "PARTICIPANT"
2.58 "PLAN ADMINISTRATOR"
2.59 "PLAN"
2.60 "PLAN YEAR"
2.61 "PRIOR PLAN ACCOUNT"
2.62 "QUALIFIED DOMESTIC RELATIONS ORDER"
2.63 "QUALIFIED JOINT AND SURVIVOR ANNUITY"
2.64 "QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTIONS"
2.65 "QUALIFIED PRERETIREMENT SURVIVOR ANNUITY"
2.66 "RETIREMENT PLAN"
2.67 "RETIREMENT PLAN ACCOUNTS"
2.68 "SALARY DEFERRAL AGREEMENT
2.69 "SERVICE"
2.70 "SPOUSE"
2.71 "TRUST"
2.72 "TRUST AGREEMENT"
2.73 "TRUST FUND" OR "FUND"
2.74 "TRUSTEE"
2.75 "VESTED"
2.76 "VESTED BENEFIT"
2.77 "VESTING SCHEDULE"
2.78 "YEAR OF ELIGIBILITY SERVICE"
2.79 "YEAR OF SERVICE"
2.80 "YEAR OF VESTING SERVICE"
3. ELIGIBILITY AND PARTICIPATION
3.1 ELIGIBILITY
3.2 PARTICIPATION
3.3 REEMPLOYMENT
3.4 RETURN TO ELIGIBLE CLASS
3.5 TRANSFERS AMONG EMPLOYERS WHICH ARE CONTROLLED GROUP MEMBERS OR AMONG
EMPLOYERS WHICH ARE MAJORITY OWNED
3.6 ACCEPTANCE
3.7 EMPLOYEES WHO ARE OFFICERS, SHAREHOLDERS OR HIGHLY COMPENSATED
3.8 ABSENCE IN THE ARMED SERVICES
3.9 LEASED EMPLOYEE
4. CONTRIBUTIONS
4.1 ELECTIVE DEFERRALS
4.2 QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTIONS
4.3 EMPLOYER MATCHING CONTRIBUTIONS
4.4 EMPLOYER PROFIT SHARING CONTRIBUTIONS
4.5 INDIRECT ROLLOVERS
4.6 DIRECT ROLLOVERS
4.7 PROHIBITION OF REVERSION
5. PARTICIPANTS' ACCOUNTS
5.1 ESTABLISHMENT OF PARTICIPANTS' ACCOUNTS
5.2 ALLOCATION OF ELECTIVE DEFERRALS CONTRIBUTIONS
5.3 ALLOCATIONS UNDER 401(K) PLAN (OTHER THAN ELECTIVE DEFERRALS)
5.4 VALUATION OF TRUST FUND
5.5 AVERAGE CONTRIBUTION PERCENTAGE TEST: THE AGGREGATE LIMIT FOR EMPLOYER 
MATCHING CONTRIBUTIONS AND ELECTIVE CONTRIBUTIONS
5.6 INACTIVE PARTICIPANTS
5.7 LIMITATIONS ON ALLOCATIONS
5.8 ALLOCATION NOT EQUIVALENT TO VESTING
5.9 NOTIFICATION AND CORRECTIONS REGARDING ALLOCATIONS
6. RETIREMENT AND DISABILITY BENEFITS
6.1 NORMAL RETIREMENT
6.2 EARLY RETIREMENT
6.3 DISABILITY RETIREMENT
7. DEATH BENEFITS BEFORE RETIREMENT ELIGIBILITY OR DISABILITY
7.1 DEATH BENEFIT BEFORE RETIREMENT ELIGIBILITY OR DISABILITY IN GENERAL
7.2 DEATH BENEFITS ATTRIBUTABLE TO 401(K) PLAN ACCOUNTS
7.3 DEATH BENEFITS ATTRIBUTABLE TO RETIREMENT PLAN ACCOUNTS
7.4 DEATH BENEFITS ATTRIBUTABLE TO ESOP ACCOUNTS
8. SEVERANCE FROM SERVICE PRIOR TO RETIREMENT, DISABILITY OR DEATH
VESTING AND FORFEITURES
8.1 VESTED BENEFIT
8.2 VESTING SCHEDULE
8.3 EMPLOYER CONTRIBUTION FORFEITURES IN GENERAL
8.4 RESTORATION OF AMOUNTS CREDITED TO EMPLOYER CONTRIBUTION FORFEITURE 
SUSPENSE ACCOUNTS AND POSSIBLE REPAYMENT REQUIREMENT FOR PARTICIPANTS' WITH 
VESTED BENEFITS
8.5 FORFEITURE AND RESTORATION IF NO VESTED ACCOUNT BALANCE
8.6 VESTED INTEREST IN EMPLOYER ACCOUNT AFTER A DISTRIBUTION OR AFTER 
TERMINATION OF EMPLOYMENT
9. SPECIAL PROTECTED BENEFIT DISTRIBUTION RULES RELATING TO THE 
401(K) PLAN ACCOUNTS (OTHER THAN THE 401(K) PLAN EMPLOYER STOCK 
ACCOUNT)
9.1 PROVISIONS IN GENERAL
9.2 METHOD OF DISTRIBUTION AND RIGHT OF SURVIVING SPOUSE TO DEATH BENEFIT
9.3 CONSENT BY SPOUSE TO DESIGNATION OF NONSPOUSE BENEFICIARY
9.4 DATE OF DISTRIBUTION
10. SPECIAL PROTECTED BENEFIT DISTRIBUTION RULES RELATING TO THE 
RETIREMENT PLAN ACCOUNTS
10.1 PROVISIONS IN GENERAL
10.2 METHODS OF DISTRIBUTION UPON TERMINATION OF EMPLOYMENT OR RETIREMENT
10.3 DATE OF DISTRIBUTION
11. SPECIAL PROTECTED BENEFIT DISTRIBUTION RULES RELATING TO ESOP 
ACCOUNTS AND THE 401(K) PLAN EMPLOYER STOCK ACCOUNT
11.1 PROVISIONS IN GENERAL
11.2 METHOD OF DISTRIBUTION AND RIGHT OF SURVIVING SPOUSE TO DEATH BENEFIT
11.3 CONSENT BY SPOUSE TO DESIGNATION OF NONSPOUSE BENEFICIARY
11.4 DATE OF DISTRIBUTION
11.5 VALUE OF VESTED INTEREST AND DISTRIBUTION IN CASH OR PROPERTY
11.6 PUT OPTION
11.7 DIVERSIFICATION OF INVESTMENTS
12. LEGAL RESTRICTIONS AND GENERAL REQUIREMENTS ON THE PAYMENT OF 
BENEFITS
12.1 TAX REFORM ACT DISTRIBUTION RESTRICTIONS
12.2 VALUE OF VESTED INTEREST AND DISTRIBUTION IN CASH OR PROPERTY
12.3 FORMS AND PROOFS
12.4 DISTRIBUTION OF SMALL ACCOUNT(S) AND FORFEITURE OF NONVESTED AMOUNTS
12.5 DISCLAIMER BY SURVIVING SPOUSE OR OTHER BENEFICIARY
12.6 DETERMINATION OF MARITAL STATUS AND LOCATION OF SURVIVING SPOUSE
12.7 INSTALLMENT DISTRIBUTION
12.8 FAILURE TO LOCATE
13. WITHDRAWALS
13.1 WITHDRAWALS OF ELECTIVE DEFERRALS IN GENERAL
14. LOANS
15. TOP-HEAVY PLANS
15.1 DEFINITIONS
15.2 MINIMUM ALLOCATION
15.3 MINIMUM VESTING SCHEDULE
15.4 SPECIAL LIMITATIONS ON TOP HEAVY ALLOCATIONS IN MULTIPLE PLANS:  "CODE 
SECTION 415(E) BUY-BACK
16. PLAN ADMINISTRATION
16.1 ADMINISTRATOR
16.2 CLAIMS PROCEDURE
16.3 RECORDS
16.4 DELEGATION OF AUTHORITY
16.5 CORRECTION OF ERRORS
16.6 DOMESTIC RELATIONS ORDERS
17. THE TRUST
17.1 THE TRUST
17.2 CONTRIBUTIONS TO TRUSTEE
17.3 INVESTMENT POWERS
17.4 EMPLOYER-DIRECTED INVESTMENTS
17.5 THE PARTICIPANT-DIRECTED INVESTMENTS, INCLUDING PARTICIPANT LOANS
17.6 CUSTODIAL ROLE
17.7 LIABILITY OF TRUSTEE
17.8 COURT ACTIONS
17.9 PRUDENT MAN RULE
17.10 PROHIBITED TRANSACTIONS
17.11 CONFLICT OF INTEREST
17.12 EXEMPTIONS
17.13 FIDUCIARY INSURANCE
17.14 ACCOUNTS
17.15 REPORTS
17.16 PAYMENTS
17.17 DIRECTION OF COMMITTEE
17.18 IMPOSSIBILITY OF PERFORMANCE
17.19 EXPENSES
17.20 TAXES
17.21 RESIGNATION OR REMOVAL OF TRUSTEE
17.22 TRANSFER OF ASSETS TO A SUCCESSOR TRUSTEE OR OTHER MEDIUM OF FUNDING
17.23 ASSETS OF CONTROLLED GROUP MEMBERS
17.24 DISTRIBUTIONS IN KIND
17.25 PURCHASES AND SALES OF EMPLOYER STOCK
17.26 RESTRICTIONS ON EMPLOYER STOCK
17.27 REGISTRATION OF EMPLOYER STOCK
17.28 INVESTMENTS IN EMPLOYER STOCK
17.29 INDEPENDENT APPRAISALS
18. AMENDMENT OR TERMINATION
18.1 RIGHT TO AMEND PLAN
18.2 LIMITATION OF RIGHT TO AMEND
18.3 TERMINATION OF PLAN BY SPONSORING EMPLOYER
18.4 MERGERS
19. MISCELLANEOUS
19.1 LIABILITY OF EMPLOYER
19.2 SPENDTHRIFT CLAUSE
19.3 SUCCESSOR BUSINESS OF EMPLOYER
19.4 INSURANCE COMPANY NOT RESPONSIBLE
19.5 PERSONS UNDER LEGAL DISABILITY
19.6 CONFLICT OF PROVISIONS
19.7 DEFINITION OF WORDS
19.8 TITLES
19.9 MULTIPLE COPIES
19.10 APPLICABLE LAW

DOLLAR GENERAL 401(K) SAVINGS AND RETIREMENT PLAN

1. INTRODUCTION

	This Dollar General Corporation 401(k) Savings and Retirement 
Plan (the "401(k) Plan") is established effective January 1, 1998, 
to provide benefits for, and to encourage savings by, eligible 
Employees of Dollar General Corporation ("Dollar General"), a 
Tennessee corporation.  This Plan is an amendment, restatement, 
conversion and continuation of the Dollar General Retirement Plan 
("Retirement Plan"), which is a money purchase pension plan that 
was originally effective on January 1, 1982, and last restated 
completely effective January 1, 1989.  Contemporaneously with the 
amendment, restatement, conversion and continuation of the 
Retirement Plan into this 401(k) Plan on January 1, 1998, the 
Dollar General Employee Stock Ownership Plan that was originally 
effective on January 1, 1984, and last restated completely 
effective January 1, 1989, was also amended, restated, converted 
and continued as this 401(k) Plan on January 1, 1998.  The ESOP is 
not a leveraged ESOP.  No ESOP assets (if any) which were acquired 
with an "exempt loan" as defined in Treasury Regulation Section 
54.4975-7(b)(1)(iii) remain unallocated in the ESOP Suspense 
Account.  

	Prior to the amendment, restatement, conversion and 
continuation of the Retirement Plan and ESOP into this 401(k) Plan, 
each of the plans had a plan year beginning on February 1 and 
ending on January 31.  Therefore such plans had a short plan year 
for the plan year beginning February 1, 1997 and ending on December 
31, 1997.  On and after January 1, 1998 benefits, if any, shall 
accrue only under the 401(k) provisions of this Plan, the 
Retirement Plan Accounts and the ESOP Accounts being frozen (except 
for crediting of investment earnings and debiting of investment 
losses or plan expenses as provided herein).

	Immediately after the conversion of the Retirement Plan and 
the ESOP to the 401(k) Plan, each Participant in the 401(k) Plan 
shall be eligible to receive benefits under the 401(k) Plan, if it 
were then terminated, at least equal to the benefits payable 
immediately before the conversion from the Retirement Plan and the 
ESOP, if these plans were being terminated instead of converted.  
Furthermore, the Code Section 411(d)(6) "protected benefits" 
accrued under the Retirement Plan and the ESOP as of December 31, 
1997 shall be continued under this 401(k) Plan.  

	Also the nonterminable protections and rights relating to 
put, call or other options and to buy-sell or similar arrangements 
applicable to Plan assets acquired with the proceeds of an exempt 
loan from the ESOP shall be continued in this Plan as amended, 
restated, converted and continued as, and to the extent, if any, 
required by Treasury Regulation 54.4975-11(a)(3)(i).  And 
accordingly, the ESOP forms a portion of this Plan, the balance of 
which includes a qualified pension and profit sharing plan which 
are not ESOPs, as described in Treasury Regulation Section 54.4975-
11(a)(5).  

	As of January 1, 1998, all Employer Contribution Forfeitures 
which have arisen under the terms of the Retirement Plan and the 
ESOP shall have been allocated.  If an Employer Contribution 
Forfeiture must later be reestablished because a former Employee is 
rehired, the Employer shall contribute an amount to the Plan 
sufficient to reestablish that Employer Contribution Forfeiture.  
No unallocated amounts due to the limitation on benefits described 
at Code Section 415 exist with respect to the Plan.  

	Consequently, upon the conversion of the Retirement Plan and 
the ESOP into the 401(k) Plan, all of the following conditions will 
be met:

	1.	the sum of the balances of the Accounts in the 
Retirement Plan and the ESOP as of the conversion equals the Fair 
Market Value (determined as of the date of the plan conversion) of 
the assets of the 401(K) Plan; 

	2.	the assets of the Retirement Plan, the ESOP and the 
401(k) Plan are combined to form the assets of the 401(k) Plan as 
converted; and

	3.	Immediately after the conversion, each Participant in 
the 401(k) Plan has account balances equal to the sum of the 
Account balances the Participant had in the Retirement Plan and the 
ESOP.  

	On or after the conversion, the balance of a Participant's 
Accounts attributable to the conversion from the Retirement Plan 
shall be distributable only on or after events that were 
permissible under the Retirement Plan.  On and after the 
conversion, the balance of a Participant's Accounts attributable to 
the conversion from the ESOP shall be distributable only on or 
after events that were permissible under the ESOP.

	All assets held by the Trust associated with the 401(k) Plan 
including all assets transferred to the Trust from the Retirement 
Plan and the ESOP in the amendment, restatement, conversion and 
continuation of the 401(k) Plan effective January 1, 1998, shall be 
available to pay benefits accrued under the Retirement Plan and the 
ESOP as well as the benefits accrued under this amended, restated, 
converted and continued 401(k) Plan.  

	The provisions of this amended, restated, converted and 
continued Plan shall apply to an employee who is actively employed 
by the Employer on or after January 1, 1998, which is the date that 
this amended and restated, converted and continued Plan becomes 
operative.  The rights and benefits, if any, of an Employee whose 
employment terminated before such date shall be determined in 
accordance with the provisions of the Plan that were in effect on 
the date that such employment was terminated; provided, however, 
that if full distribution of such an Employee's Accounts(s) did not 
occur prior to January 1, 1998, then the provisions of the amended, 
restated, converted and continued Plan shall apply in determining 
the subsequent investment and distribution of such Account(s).  

2. DEFINITIONS

	Unless otherwise explicitly specified, the following words 
and phrases as used herein shall have the meanings set forth below 
and shall be interpreted as stated in this ARTICLE.

2.1 "Account" or "Accounts"

	shall mean the individual's accounts established and 
maintained in the name of each Participant pursuant to Section 5.1.  
These Accounts are as follows:

(a) Elective Deferral Account;
(b) Qualified Nonelective Employer Contribution Account;
(c) 401(k) Employer Stock Account;
(d) Employer Matching Account;
(e) Employer Profit Sharing Account;
(f) Indirect Rollover Account;
(g) Direct Rollover Account
(h) 401(k) Forfeiture Suspense Account;
(i) Retirement Plan Account;
(j) Prior Defined Benefit Pension Plan Account;
(k) Retirement Plan Forfeiture Suspense Account;
(l) ESOP Stock Account;
(m) ESOP Investment Account;
(n) PAYSOP Account; and
(o) ESOP Forfeiture Suspense Account

2.2 "Actual Deferral Percentage"

	shall mean the average of the ratios (calculated separately 
for each Participant employed by the Employer) of:

		(a)	the amount of Elective Deferrals actually paid 
over to the Trust Fund on behalf of such Participant for the 
Plan Year to

		(b)	the Participant's Compensation for Testing 
Purposes for such Plan Year.

	The term "Elective Deferrals" for purposes of this 
calculation shall include Elective Deferrals made pursuant to the 
Participant's Salary Deferral Agreement, including the 
Participant's Excess Elective Deferrals if the Participant is a 
Highly Compensated Employee, but shall exclude Elective Deferrals 
that are taken into account in the Contribution Percentage test 
(provided the Actual Deferral Percentage test is satisfied both 
with and without exclusion of these Elective Deferrals).  For 
purposes of computing Actual Deferral Percentages, an Eligible 
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.

2.3 "Administrative Committee"

	shall mean the committee which may be appointed by the 
Company to oversee the administrative duties of the plan as set 
forth in Section 16.1 and 16.2.

2.4 "Administrator"

	shall mean, with respect to the Plan, the Company. The Plan 
Administrator may from time to time delegate its administrative 
duties and responsibilities to the Administrative Committee or to 
other individuals in accordance with Section 16.4.

2.5 "Aggregate Limit"

	shall mean the sum of:

		(a)	one hundred twenty-five percent (125%) of the 
greater of the Actual Deferral Percentage of the Non-highly 
Compensated Employees of the Employer for the Plan Year or the 
Average Contribution Percentage of Non-highly Compensated Employees 
under the Plan subject to Section 401(m) of the Code for the Plan 
Year, and

		(b)	the lesser of two hundred percent (200%) or two 
plus the lesser of such Actual Deferral Percentage or Average 
Contribution Percentage.

	"Lesser" is substituted for "greater" in subsection (a), and 
"greater" is substituted for "lesser" after "two plus the" in 
subsection (b) if it would result in a larger aggregate limit.

2.6 "Allocation Date"

	shall mean the last day of a Plan Year.  The Administrator 
may, in its sole discretion, establish other Allocation Dates 
during a Plan Year; provided, however, that the use of one or more 
special Allocation Dates during a Plan Year shall not be applied so 
as to result in discrimination in favor of Employees who are Highly 
Compensated Employees.

2.7 "Allocation Period"

	shall mean the period between Allocation Dates.

2.8 "Annuity Starting Date:

	shall mean the first day of the first period for which an 
amount is payable as an annuity or any other form.  

2.9 "Average Contribution Percentage"

	shall mean the average of the Contribution Percentages of the 
Participants of the Employer.

2.10 "Beneficiary" 

	shall mean the recipient or recipients last designated by the 
Participant in writing on properly completed forms provided by the 
Employer who shall receive any benefits payable under the Plan upon 
the death of such Participant, subject, however, to the 
requirements of ARTICLE 7 and Section 7.3(d)(ii).  If no such valid 
designation of the Beneficiary has been received by the Employer 
prior to the date of death of the Participant, then such benefit 
shall be payable to the Participant's Spouse.  If the Spouse 
predeceases the Participant, or the Spouse dies before delivering a 
valid designation of Beneficiary of the Spouse's own to the 
Employer, then such benefit shall be payable to the natural or 
adopted children of the Participant per stirpes.  If none of the 
contingencies aforementioned herein result in the payment of a 
benefit, then such benefit shall be payable to the estate of the 
Participant in a single, lump sum.  The designation of a 
Beneficiary shall be made, changed or revoked in writing in the 
form and manner prescribed by the Employer.  In the event that a 
Beneficiary does not survive the Participant, the description of 
the Participant's Spouse as Beneficiary shall remain valid upon the 
divorce of the Participant and such Spouse unless the Participant 
names a new Beneficiary.  

2.11 "Board"

	shall mean the Board of Directors of the Company.

2.12 "Break in Service"

	shall mean a Plan Year in which the Participant is not 
credited with at least five hundred and one (501) Hours of Service 

2.13 "Code"

	shall mean the Internal Revenue Code of 1986, as amended.

2.14 "Committee"

	shall mean the Administrative Committee.

2.15 "Company"

	shall mean Dollar General Corporation, with principal offices 
at Nashville, Tennessee.

2.16 "Compensation"

	shall mean, with respect to each Participant, except as 
otherwise provided herein (1) regarding the computation of 
Qualifying Nonelective Employer Contributions described below, (2) 
the contribution allocation limitations described at Section 
5.7(d)(ii) hereof and (3) "Compensation for Testing Purposes" 
described at Section 2.17 hereof, for the calendar year in 
question, the Participant's wages from the Employer as reportable 
on U.S. Treasury Form W-2 from the Employer (wages, tips, other 
compensation).  More specifically, for purposes of this Section, 
such Compensation shall mean wages within the meaning of Section 
3401(a) of the Internal Revenue Code and all other payments of 
compensation to the Participant by the Employer (in the course of 
the Employer's trade or business) for which the Employer is 
required to furnish the Participant a written statement under 
Sections 6041(d), 6051(a)(3), and 6052 of the Code, determined 
without regard to any rules under Section 3401(a) of the Code that 
limit remuneration included in wages based on the nature or 
location of the employment or the services performed.  Compensation 
shall include Elective Deferrals and any amount which is contri-
buted by the Employer pursuant to a salary reduction agreement 
which is not includable in the gross income of the Employee under 
Section 125, 402(e)(3), 402(h) or 403(b) of the Code.

	Notwithstanding the foregoing, for purposes of this Section, 
"Compensation" shall exclude all of the following items (even if 
includable in gross income):

(1) reimbursements or other expense allowances;
 
(2) fringe benefits (cash and noncash);
 
(3) moving expenses;
 
(4) deferred compensation; and
 
(5) welfare benefits (such as health insurance or group 
term life insurance).

	The annual Compensation of each Participant taken into 
account hereunder for any Year shall not exceed $160,000, as 
adjusted for the cost-of-living in accordance with Section 
401(a)(17)(B) of the Code.  This limitation, however, shall be 
adjusted at the same time and in the same manner it is adjusted by 
the Secretary under Section 415(d) of the Code, except that the 
dollar increase in effect on January 1 of any calendar year is 
effective for the Plan Year beginning in such calendar year.  The 
cost-of-living adjustment in effect for a calendar year applies to 
any determination period beginning in such calendar year.

	Compensation with respect to an Employee for purposes of 
determining the Employee's share as a Participant of either 
Employer Profit Sharing Contributions or the Qualified Nonelective 
Contribution for any Allocation Period shall include only that 
Compensation paid to the Employee while the Employee was a 
Participant in that Allocation Period.  

	If the Plan determines Compensation on a period of time that 
contains fewer than 12 calendar months, then the annual 
Compensation limit is an amount equal to the annual Compensation 
limit for the calendar year in which the Compensation period begins 
multiplied by the ratio obtained by dividing the number of full 
months in the period by 12.

	The term "Compensation" is also defined at Section 5.7(d)(ii) 
for purposes of the Contribution allocation limitations described 
in that section only.

2.17 "Compensation for Testing Purposes"

	shall mean total compensation while a Participant as reported 
on Participant's Internal Revenue Service Form W-2plus any amount 
which is contributed by the Employer pursuant to  salary reduction 
agreement which is not includable in the gross income of the 
Participant under Section 125, 401(e)(3), 401(h) or 403(b) of the 
Code.  At the election of the Administrator, Compensation for 
Testing Purposes shall mean, in the alternative for a Plan Year, a 
definition of compensation permitted under Internal Revenue Service 
regulations which results, in the opinion of the Administrator, in 
the Plan's compliance with the Actual Deferral Percentage test and 
Average Contribution Percentage test with the best combination of 
the least amount of Excess Contributions and Excess Aggregate 
Contributions for the Plan Year.

2.18 "Contribution Percentage"

	shall mean the ratio (expressed as a percentage carried out 
to two decimal points) of the Participant's Contribution Percentage 
Amount to the Participant's Compensation for Testing Purposes for 
that portion of the Plan Year during which the Participant was a 
Participant.

2.19 "Contribution Percentage Amount"

	shall mean the aggregate of Employer Matching Contributions 
and Qualifying Non-Elective Employer Contributions made under the 
Plan on behalf of the Participant for each Allocation Period for 
which testing is done.  Such Contribution Percentage Amount shall 
also include Forfeitures of Excess Aggregate Contributions or 
Matching Contributions allocated to the Participant's Accounts 
which shall be taken into account in the Allocation Period in which 
such Forfeitures are allocated.  The Employer also may elect to 
include each Participant's Elective Deferrals in the Contribution 
Percentage Amount so long as the Actual Deferral Percentage test is 
met before the Elective Deferrals are used in the Average 
Contribution Percentage test and continues to be met following the 
exclusion of those Elective Deferrals that are used to meet the 
Average Contribution Percentage test.

2.20 "Controlled Group Member"

	shall mean, except to the extent this term may be modified in 
accordance with Section 5.7 (d)(vi), as follows:

		(a)	any corporation which is a member of a controlled 
group of corporations (as defined in Section 414(b) of the 
Code) of which the Employer is a member,

		(b)	any organization which is a member of a group of 
trades or businesses (whether or not incorporated) which is 
under common control with respect to the Employer (as defined 
in Section 414(c) of the Code),

		(c)	any organization which is a member of an 
affiliated service group (as defined by Section 414(m) of the 
Code), or

		(d)	any other entity required to be aggregated with 
the Employer pursuant to Section 414(o) of the Code and the 
regulations thereunder; but only for the period during which 
such other corporation, trade or business, organization or 
entity and the Employer are members of such controlled group 
of corporations, are under such common control, are serving 
as such affiliated service group or are required to be 
aggregated.

	All employees of Controlled Group Members shall be treated as 
employed by a single employer and all Controlled Group Members 
shall be considered to be a single Employer.

2.21 "Credit Balance"

	shall mean the sum of total of all accounts maintained on 
behalf of a Participant.

2.22  "Disability"

	shall mean the inability to engage in any substantial gainful 
activity by reason of any medically determinable physical or mental 
impairment that can be expected to result in death or to be of 
continuous and indefinite duration.  The permanence and degree of 
such impairment shall be supported by medical evidence.  The 
determination of Disability shall be made by the Administrator, in 
its sole discretion based on the available medical evidence.

2.23 "Early Retirement Date"
	shall be the date the Participant (i) has attained fifty-five 
years of age and (ii) has been credited with at least ten (10) 
Years of Service.  A Participant who is credited with at least ten 
(10) Years of Service, but whose Service has terminated before the 
Participant's attaining fifty-five (55) years of age shall be 
deemed to have reached the Participant's Early Retirement Date on 
the Participant's fifty-fifth birthday.  

2.24 "Effective Date"
	shall mean January 1, 1998 for this amendment, restatement, 
conversion and continuation of the Dollar General Retirement Plan 
(originally effective January 1, 1982) and the Dollar General 
Corporation Employee Stock Ownership Plan (originally effective 
January 1, 1984).

2.25 "Elective Deferrals"

	shall mean contributions made to the Plan on behalf of the 
Participant by the Employer at the election of the Participant 
pursuant to a Salary Deferral Agreement in lieu of cash 
Compensation to the Participant, pursuant to Section 4.1.

2.26 "Eligible Employee"

	shall mean any Employee who becomes eligible, after 
completing such eligibility requirements as are described at 
Section 3.1 of this Plan, to make an Elective Deferral (if the 
Employer takes such Elective Deferral Contributions into account in 
the calculation of the Contribution Percentage), or to receive a 
Qualified Matching Contribution or Regular Matching Contribution 
(including Forfeitures thereof).  If an 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 
an Elective Deferral shall be treated as an Eligible Employee on 
behalf of whom no Elective Deferrals are made.  Although a rollover 
will be accepted by the Plan pursuant to its terms anytime after an 
individual becomes an Employee, that individual will not be 
eligible to share in Employer contributions or make Elective 
Deferrals until the Participant becomes an "Eligible Employee".

2.27 "Employee"

	shall mean any common law employee of the Employer 
maintaining the Plan or of any other employer required to be 
aggregated with the Employer under Section 414(b), (c), (m) or (o) 
of the Code, other than the following:

		(a)	Employees included in a unit of employees covered 
by a collective bargaining agreement between the Employer and 
employee representatives, unless retirement benefits were the 
subject of good faith bargaining, if two percent or less of 
the employees of the Employer who are covered pursuant to 
that agreement are professionals as defined in Section 
1.410(b)-9(g) of the Regulations, and if such agreement, by 
specific reference to the plan, provides for participation in 
the plan.  For this purpose, the term "Employee 
representatives" does not include any organization more than 
half of whose members are employees who are owners, officers 
or executives of the Employer.

		(b)	individuals who would be considered "Leased 
Employees", except for the limited purposes described in 
Section 3.9 hereof.

		(c)	An employee who makes a one-time irrevocable 
election upon the employee's commencement of employment with 
the Employer or upon the employee's first becoming eligible 
under the Plan not to receive accruals or other benefits 
under this Plan.

2.28 "Employee Stock Ownership Plan"

	shall mean the Dollar General Corporation Employee Stock 
Ownership Plan which is hereby amended, restated, converted and 
continued, together with the Retirement Plan, as of January 1, 1998 
as the Dollar General Corporation 401(k) Savings and Retirement 
Plan and which remains an ESOP to the extent required by Treasury 
Regulation Section 54.4975-11(a)(5) as a portion of this Profit 
Sharing Plan.

2.29 "Employer"

	shall mean the Company, and any Controlled Group Member that 
has adopted the Plan, with the approval of the Board and the Board 
of Directors of the Controlled Group Member.  Employer shall also 
include any partnership in which the Company has an interest and 
which is permitted by the Board to adopt the Plan.

2.30 "Employer Accounts"

	shall mean the following individual Accounts, which are 
subject to the Vesting Schedule:

(a) Employer Matching Account;
(b) Employer Profit Sharing Account;
(c) Retirement Plan Account;
(d) ESOP Stock Account; 
(e) ESOP Investment Account; and
(f) ESOP Forfeiture Account

	Note that the Qualifying Nonelective Employer Contribution 
Account and the 401(k) Employer Stock Account, while both are 
Employer Contributions, are fully vested at all times and hence 
neither the Qualified Nonelective Employer Contribution Account nor 
the 401(k) Employer Stock Account is included as an Employer 
Account.  Likewise the Prior Defined Benefit Pension Plan Account, 
which was transferred from a prior qualified defined pension plan 
maintained by the Sponsoring Employer which has been terminated by 
the Sponsoring Employer is derived from Employer Contributions and 
is fully vested at all times.  Hence the Prior Defined Benefit 
Pension Plan Account is not included as an Employer Account either.  
The 401(k) Forfeiture Suspense Account, the Retirement Plan 
suspense Account and the ESOP Suspense Accounts are credited with 
nonvested amounts after the application of the Vesting Schedule to 
the above Employer Accounts, as described herein, and prior to 
forfeiture, and hence such Forfeiture Accounts are not subject to 
the Vesting Schedule.  

2.31  "Employer Contribution Forfeiture"

	shall mean the non-vested portion of a Participant's Employer 
Accounts (other than the Forfeiture Suspense Account) which are 
forfeited pursuant to the Plan's Vesting Schedule.  Such 
Forfeitures under this Plan, shall be used to offset targeted 
Employer Matching Contributions.  Forfeiture shall be computed only 
as of the last day of the Plan Year, and not as of any other 
Allocation Dates in the Plan Year.

2.32 "Employer Contributions"

	shall mean, with respect to the 401(k) Plan, the Qualified 
Nonelective Employer Contributions, the Employer Matching 
Contributions and the Employer Profit Sharing Contributions.  

2.33 "Employer Matching Contributions"

	shall mean the Contributions made to the Plan pursuant to 
Section 4.3 on behalf of a Participant who makes Elective Deferrals 
to the Plan.

2.34 "Employer Profit Sharing Contributions"

	shall mean those Employer contributions (other than 
Qualifying Nonelective Contributions and Employer Matching 
Contributions).

2.35  "Entry Date"

	shall mean January 1, April 1, July 1 and October 1 each Plan 
Year.

2.36 "ERISA"

	shall mean Public Law 93-406, popularly known as the 
"Employee Retirement Income Security Act of 1974", as amended.

2.37 "ESOP"

	shall mean the Employee Stock Ownership Plan.

2.38 "ESOP Accounts"

	shall mean the following individual Accounts:

(a) the ESOP Stock Account;
(b) the ESOP Investment Account;
(c) the PAYSOP Account; and
(d) the ESOP Suspense Account.

2.39 "Excess Aggregate Contributions"

	shall mean, with respect to any Plan Year, the excess of:

(a) The aggregate Contribution Percentage Amounts taken 
into account in computing the numerator of the 
Contribution Percentage actually made on behalf of 
Highly Compensated Employees for such Plan Year, over
 
(b) (b)The maximum Contribution Percentage Amounts permit-
ted by the Average Contribution Percentage 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 Section 2.41 and then 
determining Excess Contributions pursuant to Section 2.40.

2.40 "Excess Contributions"

	shall mean, with respect to any Plan Year, the excess of:

(a) The aggregate amount of Elective Deferrals actually taken 
into account in computing the Actual Deferral Percentage of 
Highly Compensated Employees for such Plan Year, over
 
(b) The maximum amount of such Contributions permitted by the 
Actual Deferral Percentage test (determined by reducing 
Contributions made on behalf of Highly Compensated Employees 
in order of the Actual Deferral Percentages, beginning with 
the greatest dollar amount of deferrals.

2.41 "Excess Elective Deferrals"

	shall mean those Elective Deferrals that are includable in a 
Participant's gross income under Section 402(g) of the Code 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.

2.42 "Fair Market Value"

	shall mean the with respect to Employer Stock which is a 
"registration type class of securities" as described at Code 
Section 409(a)(2) and thus has a generally recognized market as 
described in ERISA.  If the Employer Stock is not a "registration 
type class of securities" traded on a "generally recognized market" 
the fair market value of Employer Stock shall be made by an 
independent party experienced in preparing appraisals of closely 
held corporations who met requirements similar to requirements 
under Section 170(a)(1) and 401(c)(28)(C) of the Code and any 
regulation promulgated thereunder.  

2.43 "Five-Percent Owner"

	shall mean any person who owns (or is considered as owning 
within the meaning of Section 318 of the Code) more than five 
percent (5%) of the outstanding stock of a corporate Employer or 
stock possessing more than five percent (5%) of the total combined 
voting power of all stock of the Employer or more than five percent 
(5%) of the interest in the non-corporate Employer.

2.44  "Forfeiture Suspense Account"

	shall mean each individually, or in the aggregate, the 401(k) 
Forfeiture Suspense Account, the Retirement Plan Forfeiture 
Suspense Account and the ESOP Suspense Account which hold Account 
balances after a Participant's termination of Service and prior to 
such balances becoming Employer Contribution Forfeitures.  Provided 
records are kept which protect the Participants' benefits, rights 
and features as described in Treasury Regulation Section 
1.401(a)(4) and the "Section 411(d)(6) protected benefits" as 
described in Treasury Regulation Section 1.411(d)-4, the 
recordkeeper for the Plan may establish and maintain all such 
Accounts, for recordkeeping purposes only, as a single Forfeiture 
Suspense Account.  

2.45 "401(k) Discrimination Forfeitures"

	shall mean, with respect to testing for nondiscrimination 
under this Plan, any Excess Contributions distributed pursuant to 
Section 5.2(e) and Excess Aggregate Contributions forfeited 
pursuant to Section 5.5(b)

2.46 "401(k) Plan"

	shall mean this Plan.  

2.47 "401(k) Plan Accounts"

	shall mean the following individual Accounts:

(a) Elective Deferral Account;
(b) Qualified Nonelective Employer Contribution Account;
(c) 401(k) Employer Stock Account;
(d) Employer Matching Account;
(e) Employer Profit Sharing Account;
(f) Individual Rollover Account; and
(g) Direct Rollover Account.

2.48 "Highly Compensated Employee"

	shall mean any Employee who performs Service for the Employer 
who:

(a) was a Five Percent Owner at any time during the year 
or the preceding year; or
 
(b) for the preceding year:

(i) had compensation from the Employer in excess of 
$80,000, as adjusted pursuant to Section 415(d) 
with a base period of September 30, 1996; and
 
(ii) was in the top-paid group of Employers for such 
year.

	An Employee shall be deemed in the top-paid group of 
Employees for any year in such Employee is in the group consisting 
of the top 20 percent of Employees when ranked on the basis of 
Compensation paid during the year.

2.49 "Hour of Service"

	shall mean the following:

(a)	Each hour for which an Employee is paid, or entitled to 
payment, for the performance of duties for the Employer during the 
applicable computation period.
 
(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 Service 
relationship has terminated, but earned or accrued while employed) 
due to vacation, holiday, illness, incapacity (including disability 
up to five (5) months), jury duty, military duty or Leave of 
Absence; provided, however, that, with respect to this subsection:

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

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

	(c)	Each hour for which an Employee is absent from work for 
any period by reason of the pregnancy of the Employee, the birth of 
a child of the Employee, placement of a child with the Employee in 
connection with the adoption of such child by such Employee or for 
purposes of caring for such child, but solely for determining 
whether an Employee has incurred a Break in Service.  The hours to 
be credited to such Employee in accordance with this subparagraph 
shall be the Hours of Service which otherwise would normally have 
been credited to such Employee but for such absence, or in any case 
in which the Plan Administrator is unable to determine such Hours 
of Service, eight (8) Hours of Service per day of such absence; 
provided, however, that with respect to this subsection:

			(i)	no more than five hundred and one (501) 
Hours of Service shall be credited to an Employee by 
reason of any one (1) such pregnancy or placement,

			(ii)	such hours shall be treated as Hours of 
Service in the Plan Year in which the absence from work 
begins, if the Employee would be prevented from 
incurring a Break in Service in such Plan Year solely 
because periods of absence are treated as Hours of 
Service, or in any other case, in the immediately 
following year, and

			(iii)	no Hours of Service will be credited unless 
the Employee furnishes to the Plan Administrator such 
timely information as the Plan Administrator may 
reasonably require to establish that the absence from 
work is for reasons referred to in this subsection 
including a statement of the number of days for which 
there was such an absence.

	(d)	Each hour for which back pay, irrespective of 
mitigation of damages, is either awarded or agreed to by the 
Employer.  The same hours shall not be credited both under 
subsection (a), (b) or (c) and under this subsection.  Hours 
credited for back pay under this subsection with respect to periods 
described in subsection (b) shall be subject to the limitations set 
forth in subsection (b).

	The provisions of paragraph (b) and (c) of 29 CFR 2530.2b-2 
shall be observed in crediting Hours of Service under this Section, 
which paragraphs are incorporated herein by reference. 

2.50 "Inactive Participant"

	shall mean a Participant (or former Participant who has a 
balance remaining in the Participant's Accounts) who is not 
entitled to share in the allocation of Qualified Non-elective 
Employer Contributions, Employer Matching Contributions and 
Employer Profit Sharing Contributions for a Plan Year because the 
Participant has not met the requirements set forth in Sections 4.2, 
4.3 and 4.4, respectively.

2.51 "Investment Committee"

	shall mean the committee which may be, at its discretion, 
appointed by the Board, and accepts the fiduciary duty, to oversee 
the investment options (including mutual funds, common trust funds 
and group annuity contracts) and Employer Stock provided under the 
Plan (other than Employer Stock automatically invested in the 
401(k) Employer Stock Account or the ESOP Stock Account to which 
Participants may direct investments. Their duties include 
development and maintenance of the Plan's investment policy, 
selection of appropriate investment funds among which Participants 
can choose to allocate their Account balances as described in 
Section 0 hereof, and selection of specific investment advisors 
within such a fund (if applicable).

2.52 "Leased Employee"

	shall mean any person (other than an employee of the 
recipient employer) who pursuant to an agreement between the 
recipient employer and any other person ("leasing organization") 
has performed services for the recipient employer (or for the 
recipient and related persons determined in accordance with Section 
414(n)(6) of the Code) on a substantially full-time basis for a 
period of at least one (1) year, and such services are performed 
under the primary direction or control of the service recipient.  
Contributions or benefits provided a Leased Employee by the leasing 
organization which are attributable to services performed for the 
recipient employer shall be treated as provided by the recipient 
employer.

2.53 "Life Annuity"

	shall mean an immediate annuity provided for payment of a 
level monthly amount for the Participant's lifetime.  

2.54 "Non-Highly Compensated Employees"

	shall mean those Employees who are not Highly Compensated 
Employees.

2.55 "Normal Retirement Age"

	shall mean sixty-five (65) years of age.

2.56 "Normal Retirement Date"

	shall mean the last day of the month in which a Participant 
attains the Participant's sixty-fifth (65th) birthday.

2.57 "Participant"

	shall mean an Employee who meets all conditions of 
eligibility under Section 3.1 and participates in the Plan in 
accordance with the  sections of ARTICLE 3.

2.58 "Plan Administrator"

	shall mean the Administrator.

2.59 "Plan"

	shall mean this plan entitled the Dollar General Corporation 
401(k) Savings and Retirement Plan, as contained herein and as 
amended from time to time.

2.60 "Plan Year"

	shall mean the twelve (12) consecutive month period of 
January 1 through December 31.

2.61 "Prior Plan Account"

	shall mean the accounts derived from a Participant's 
participation in the prior defined benefit pension plan maintained 
by the Sponsoring Employer which were transferred to the Retirement 
Plan on the termination of that prior defined benefit pension plan.  

2.62 "Qualified Domestic Relations Order"

	shall mean a court order described in Section 16.6 of the 
Plan.  

2.63  "Qualified Joint and Survivor Annuity"

	shall mean an immediate annuity providing a level monthly 
amount for the life of the Participant with a survivor annuity for 
the life of the spouse which is equal to fifty percent (50%) of the 
amount of the annuity that is payable for the joint lives of the 
Participant and the spouse; the Qualified Joint and Survivor 
Annuity may be waived as provided in Articles 9, 10 and 11.

2.64 "Qualified Nonelective Employer Contributions"

	are described at Section 4.2 hereof and shall mean Employer 
contributions (other than Employer Matching Contributions, Employer 
Profit Sharing Contributions or Employee Elective Deferrals treated 
as Employer contributions under Section 401(k)).

2.65 "Qualified Preretirement Survivor Annuity"

	shall mean the survivor annuity purchased with one hundred 
percent (100%) of the remaining Vested Account balance of a 
Participant who dies before receiving full distribution of the 
Participant's Vested Account balance in the Plan; the Qualified 
Preretirement Survivor Annuity may be waived as provided in 
Articles 9, 10 and 11.  

2.66  "Retirement Plan"

	shall mean the Dollar General Retirement Plan which was a 
money purchase pension plan originally effective on January 1, 1982 
and last restated completely effective January 1, 1989.  

2.67 "Retirement Plan Accounts"

	shall mean the following individual Accounts:

(a) the Retirement Plan Account;
(b) the Retirement Plan Forfeiture Account; and
(c) the PAYSOP Account.

2.68 "Salary Deferral Agreement"

	shall mean the participation form wherein a Participant 
elects to have the Employer make Elective Deferrals of what would 
have been the Participant's Compensation to the Plan (but for such 
Salary Deferral Agreement).

2.69 "Service"

	shall mean the Employee's employment with the Employer.  For 
purposes of the computation of the "Year of Eligible Service," 
"Year of Service" and "Year of Vesting Service", Service for the 
Employer, if any, prior to the Effective Date of this Plan 
amendment, restatement, conversion and continuation shall be 
included, but only to the extent it was included as a "Year of 
Service" for purposes of determining eligibility, service or 
vesting, respectively, under either the Retirement Plan or the 
ESOP.  In no event shall the same Period of Service be counted 
twice under this Plan.  A Participant's Service past the 
Participant's Normal Retirement Date shall continue to be counted 
hereunder.

2.70 "Spouse"

	shall mean the actual Spouse of a Participant or a former 
Spouse of the Participant if and to the extent such former Spouse 
is to be treated as a Spouse or surviving Spouse under a qualified 
domestic relations order described in Section 414(p) of the Code.

2.71 "Trust"

	shall mean the trust established under the Trust Agreement.

2.72 "Trust Agreement"

	shall mean the trust instrument established pursuant to and 
as an integral part of this Plan, as amended.

2.73 "Trust Fund" or "Fund"

	shall mean the assets held by the Trustee pursuant to the 
Trust Agreement.

2.74 "Trustee"

	shall mean the trustee or co-trustees appointed by the Board 
or by other corporate action to hold and invest the assets of the 
Trust Fund pursuant to ARTICLE 17.  As of the Effective Date of 
this Plan amendment, restatement, conversion and continuation, 
Capital Guardian Trust Company shall be the Trustee, provided that 
another party or parties may also be appointed to serve as co-
trustee of the assets of the Trust Fund for which Capital Guardian 
Trust Company does not serve as Trustee.

2.75 "Vested"

	shall mean the portion of an Account to which a Participant 
has a nonforfeitable interest as determined under Section 8.2 
hereof.  

2.76 "Vested Benefit"

	shall mean the portion of all of the Accounts to which a 
Participant has a nonforfeitable interest as determined under 
Section 8.2.

2.77 "Vesting Schedule"

	shall mean that schedule set out at Section 8.2 hereof, and 
the top-heavy vesting schedule set out at Section 15.3, hereof 
which describes the Years of Vesting Service required for the 
nonforfeitability of Account balances of a Participant.  

2.78 "Year of Eligibility Service"

	shall mean the twelve (12) consecutive month period measured 
from the date of hire during which the Employee is credited with 
1,000 or more Hours of Service.  If the Employee does not work 
1,000 Hours of Service during the first twelve (12) month period as 
measured from the date of hire, then the Year of Eligibility 
Service be based on a Year of Service definition at Section 2.79 
which is based on the Plan Year, beginning with such Year of 
Service commencing with or within the initial twelve (12) month 
period beginning on date of hire and on each subsequent Plan Year.  
The computation of Years of Eligibility Service before and after a 
Break in Service are subject to the provisions of Section 3.3 
hereof.

2.79 "Year of Service"

	shall mean a Plan Year in which an Employee is credited with 
1,000 Hours of Service.  In computing an Employee's Service after a 
Break in Service the Employee's Service before the Break in Service 
shall be disregarded until the Employee is credited with a Year of 
Service after the Break in Service.  

2.80 "Year of Vesting Service"

	shall mean the Employee's Years of Service  The computation 
of Years of Vesting Service before and after a Break in Service are 
subject to the provisions of Section 8.4(d) hereof.  

3. ELIGIBILITY AND PARTICIPATION

3.1 Eligibility

An Employee shall become an Eligible Employee after the later 
of (a) completing one (1) Year of Eligibility Service, and (b) 
attaining twenty-one (21) years of age.

3.2 Participation

		(a)	Every person who was a Participant in either the 
Retirement Plan or the ESOP, and who on the Effective Date of this 
amendment, restatement, conversion and continuation of this Plan 
was an Employee of an Employer shall be eligible to participate in 
this Plan according to its terms and conditions, and shall 
automatically become a Participant in this Plan as of such 
Effective Date by executing an application form in accordance with 
ARTICLE 4 and a Salary Deferral Agreement in accordance with 
Section 4.1.

		(b)	Each Employee who is not already a Participant 
pursuant to subsection (a) shall become a Participant on the next 
Entry Date into the Plan on or next following the date the Employee 
becomes an Eligible Employee.

		(c)	An Eligible Employee shall remain an Eligible 
Employee until the Participant retires, dies, or otherwise 
terminates employment with the Employer, and shall remain an 
Inactive Participant until the Participant no longer maintains any 
Account balance in the Plan.

3.3 Reemployment

	If an Employee who is an Eligible Employee terminates Service 
and then is reemployed by the Employer, the Employee will be 
eligible as a Participant as of the date of the Participant's 
reemployment, provided the Employee as of termination of Service 
had a Vested interest in any Account as a Participant.  However, if 
the Employee has no Vested Account balance as of termination of 
Service and the Employee's Breaks in Service equal or exceed the 
Employee's actually credited Years of Service, or if greater, five 
(5) Breaks in Service, the Employee must satisfy the requirements 
again for eligibility in this Plan and shall begin to participate 
only on the next Entry Date on or next following the date the 
Employee becomes an Eligible Employee once more.  

3.4 Return to Eligible Class

	In the event a Participant becomes no longer a member of an 
eligible classification of Employees and therefore becomes 
ineligible to participate, but has not incurred a Break in Service 
before returning to an eligible classification of Employee, such 
Employee will participate again immediately upon returning to an 
eligible classification of Employees.  If such Participant, 
however, incurs a Break in Service, eligibility will be determined 
pursuant to Section 3.2.  In the event an Employee who is not a 
member of an eligible classification of Employees becomes a member 
of an eligible classification, such Employee will participate 
immediately if such Employee has satisfied the minimum age and 
service requirements and would have otherwise, but for such 
classification, previously become a Participant.

3.5 Transfers Among Employers Which Are Controlled Group 
Members or Among Employers which are Majority Owned

	A transfer of an Employee directly from one Employer which is 
a Controlled Group Member or from a business organization of which 
the Company owns the majority thereof (i.e., a majority owned 
Employer) to another shall not constitute a termination of 
employment or an interruption in Service; provided, however, that 
there shall be no duplication of benefits.  The Accounts, if any, 
attributable to a Participant's Service with the Employer from 
which the Participant transferred shall be retained in such 
Employer's Plan, shall be credited or charged with earnings, losses 
and expenses in accordance with Section 5.4 hereof and shall 
continue to vest based on the Participant's continued Years of 
Vesting Service under that Employer to which the Participant 
transferred.  Immediately upon the Participant's transfer, such 
Employee shall participate in the plan of the Employer to which the 
Participant transferred; provided, however, that the Participant's 
Years of Vesting Service for determining the Participant's 
nonforfeitable benefit under the Plan of the Employer from which 
the Participant transferred shall count as service for purposes of 
vesting under the plan of the Employer to which the Participant 
transferred.

3.6 Acceptance

	The Plan shall not be deemed either to constitute a contract 
between the Employer and any Employee or Participant or to be a 
consideration or an inducement for the employment of any Employee 
or Participant.  No provision of the Plan shall be deemed to 
abridge or limit any managerial right of the Employer or to give 
any Employee or Participant the right to be retained in employment, 
or to interfere with the right of the Employer to discharge any 
Employee or Participant at any time, regardless of the effect which 
such discharge may have upon the Participant as a Participant.  By 
the Participant's act of participation herein, each Participant, on 
behalf of himself, the Participant's heirs, assigns and Beneficiary 
or Beneficiaries shall be deemed conclusively to have agreed to and 
accepted the terms and conditions of the Plan.

3.7 Employees Who Are Officers, Shareholders or Highly 
Compensated

	Highly Compensated Employees, officers or shareholders of the 
Employer may participate hereunder on and after the Effective Date 
only if they meet the same eligibility requirements which must be 
met by other Employees as stated in Section 3.2.

3.8 Absence in the Armed Services

	If an Employee leaves the Service of the Employer to enter 
the uniformed services of the United States of America but returns 
to Service with the Employer under circumstances, and within the 
time limits, described by Public Law 103-353, popularly called the 
"Uniformed Services Employment and Reemployment Rights Act of 1994" 
("USERRA"), such as would entitle the Employee to coverage under, 
and the protection of, USERRA, then such Employee, to the extent 
required by law:

		(a)	shall be treated as not having incurred a Break 
in Service by reason of such person's period or periods of service 
in the uniformed services;

		(b)	shall be treated as if each period served by the 
person in the uniformed services constituted Service with the 
Employer for purpose of determining the nonforfeitability of the 
person's Accounts and for the purpose of determining the person's 
eligibility to share in the allocation of contributions under this 
Plan; and

		(c)	shall have the obligation of the Employer under 
the Plan to fund benefits as described herein in accordance with 
USERRA.

3.9 Leased Employee

		(a)	Leased Employees shall not be eligible to 
participate in the Plan.  

		(b)	However, for purposes of testing compliance of 
the Plan with the nondiscrimination rules of section 401(a)(4) of 
the Code, the participation rules of section 401(a)(26) of the Code 
and the coverage rules of section 410(b) of the Code, Leased 
Employees shall be considered to be "Employees."  However, an 
individual who would otherwise be treated as a Leased Employee for 
purposes of this paragraph shall not be treated as an Employee of 
the Employer if:

			(i)	such Leased Employee is covered by a plan 
maintained by the leasing organization which is a 
qualified non-integrated money purchase pension plan 
providing: (i) an employer contribution of at least ten 
percent (10%) of the Leased Employee's compensation, 
(ii) full and immediate vesting, and (iii) immediate 
eligibility to participate for any Leased Employee who, 
in each plan year during the four (4)-year period 
ending with the current plan year, has compensation in 
excess of one thousand dollars ($1,000); and

			(ii)	the number of Leased Employees do not 
constitute more than twenty percent (20%) of the non-
Highly Compensated Employees of the Employer.

4. CONTRIBUTIONS

4.1 Elective Deferrals

		(a)	In General.  Each Participant will be eligible to 
make Elective Deferrals under the Plan.  Each Participant (or any 
Employee who will soon be eligible to become a Participant) who 
desires to make Elective Deferrals shall enter into a Salary 
Deferral Agreement, which shall be confirmed in writing to the 
Participant (or the Employee who will soon be eligible to become a 
Participant) by the recordkeeper for the Plan.  The terms of the 
Salary Deferral Agreement shall provide that the Participant agrees 
to accept a reduction in Compensation from the Employer by not less 
than one percent (1%) and not more than fifteen percent (15%), in 
whole percentage points.  (In the future the Administrator shall 
have the option to permit specific dollar amounts of Elective 
Deferrals when the recordkeeping system can handle such 
information.)  However, in no event shall the reduction in 
Compensation, when added to the amounts allocated, in the 
aggregate, to the Participant's Qualified Nonelective Employer 
Contributions Account, Matching Contributions Account or the 
Employer Profit Sharing Account, exceed the Code 415 limits on 
benefits outlined in Section 5.7 for the Limitation Year (as that 
term is defined therein).

		(b)	Salary Deferral Elections.  In consideration of 
such Salary Deferral Agreement, each payroll period the Employer 
will make a contribution equal to each Participant's chosen 
Elective Deferral to the Plan for such payroll period within thirty 
(30) days from the end of that payroll period.  Each Participant's 
Compensation shall be reduced correspondingly by the amount of that 
Participant's Elective Deferral during the payroll period by the 
Employer pursuant to the Salary Deferral Agreement.  

	A first Salary Deferral Agreement may be entered into by and 
between the Employer (or the Employee who will soon be eligible to 
become a Participant) and the Employer over the voice response unit 
of the recordkeeper for the Plan, unless the Employer provides for 
a different procedure to handle Salary Deferral Agreements in the 
future.  The first Salary Deferral Agreement shall be confirmed in 
writing with the Participant (or Employee who will soon be eligible 
to become a Participant) by the recordkeeper as soon as 
practicable.  After a Participant's Salary Deferral Agreement is 
confirmed, the recordkeeper shall notify the Employer of the Salary 
Deferral Agreement, also as soon as practicable.  The first Salary 
Deferral Agreement shall then apply to each subsequent payroll 
period, beginning as of the first day of the first full payroll 
period beginning on or after the next Entry Date after receipt by 
the Employer of notice of the Salary Deferral Agreement, and after 
entry of the Participant's Elective Deferral amount by the Employer 
into the Employer's payroll system as soon as practical thereafter.  
The Salary Deferral Agreement shall continue until such time as the 
Participant elects otherwise as provided herein or terminates 
employment.

	Once a Participant has enrolled in the Plan, the 
Participant's Salary Deferral Agreement may be amended to change 
the amount of Elective Deferral at any time by the Participant by 
entering into a new Salary Deferral Agreement.  The Participant may 
enter into a new Salary Deferral Agreement over the voice response 
unit of the recordkeeper. The new Salary Deferral Agreement shall 
be effective as of the first day of the first full payroll period 
beginning on or after receipt by the Employer of notice of the 
amendment from the recordkeeper, and after entry of the 
Participant's change of Elective Deferral into the Employer's 
payroll system as soon as practical thereafter.  The recordkeeper 
shall confirm the new Salary Deferral Agreement in writing to the 
Participant as soon as practicable.

	A Participant may elect to completely stop the Elective 
Deferrals at any time by notifying the recordkeeper for the Plan.  
A notice of cessation of Elective Deferrals shall be effective as 
of the first day of the first payroll period on or after receipt by 
the Employer of notice of the suspension from the recordkeeper, and 
after entry of the Participant's cessation of Elective Deferrals 
into the Employer's payroll system as soon as practical thereafter.  
The recordkeeper shall confirm such cessation of Elective Deferrals 
in writing to the Participant as soon as practicable.  A cessation 
of Elective Deferrals shall be considered to continue until the 
Participant enters into a new Salary Deferral Agreement with the 
recordkeeper through the voice response unit of the recordkeeper 
for the Plan.

	The Salary Deferral Agreement of a Participant who is a 
Highly Compensated Employee may be amended by the Administrator at 
any time and from time to time without the consent of the Highly 
Compensated Employee to decrease or completely stop the amount of 
the Elective Deferrals for the balance of a Plan Year if an interim 
or prospective Actual Deferral Percentage test study indicates that 
the Participant will have Excess Contributions or Excess Aggregate 
Contributions for the Plan Year.  Notice of such amendment shall be 
given each affected Highly Compensated Employee in writing as soon 
as practicable after the amendment by the recordkeeper.  A Highly 
Compensated Employee affected by the amendment must enter into a 
new Salary Deferral Agreement in order to reestablish or change the 
Highly Compensated Employee's Elective Deferrals during the next 
following Plan Year.

	In accordance with Section 401(k) of the Code, all amounts 
withheld from a Participant's Compensation in accordance with this 
Section and contributed as Elective Deferrals to the Plan shall not 
be included in the gross income for the Participant for federal 
ordinary income tax purposes, and shall be deemed for tax purposes 
to be an Employer contribution to the Plan.  Such Contributions 
shall be included in gross income for FICA and FUTA tax purposes.

4.2 Qualified Nonelective Employer Contributions

	The Employer may make contributions to the Plan on behalf of 
all Participants who are Highly Compensated Employees or Non-Highly 
Compensated Employees which shall be treated as Qualified 
Nonelective Employer Contributions to the extent, as determined by 
the Administrator, such Qualified Nonelective Employer 
Contributions may be used to meet the nondiscrimination 
requirements of Code Section 401(k)(3)(A)(ii) or the comparability 
requirements of Section 401(l) of the Code (in which case, but only 
in this case, the contribution shall be considered to be an 
Employer Profit Sharing Contribution for purposes of only Section 
401(l) of the Code).  In this regard all or part of the Qualified 
Nonelective Employer Contributions made with respect to any or all 
such Participants being tested may be treated as Elective 
Deferrals.  Qualified Nonelective Employer Contributions, if made, 
shall be paid to the Trust on or before the time provided for a 
deduction for the contribution:  that is, on or before the due 
date, plus extensions, of the Employer's annual tax return covering 
such Plan Year.  Contributions made within such period after the 
Plan Year shall still be treated as having been paid in that Plan 
Year.  The amount of Qualified Nonelective Employer Contributions 
shall be determined annually by the Employer as a discretionary 
contribution, and the Employer shall not be required to contribute 
Qualified Nonelective Employer Contributions to the Plan for any 
Plan Year or for every Plan Year.  Qualified Nonelective Employer 
Contributions shall be allocated pursuant to Section 5.3(a) hereof.  
If the Employer so determines, the first one-half (1/2) of one 
percent (1%) of the discretionary Qualified Nonelective Employer 
Contributions each Plan Year may be made in Employer Stock, or used 
to acquire Employer Stock.

4.3 Employer Matching Contributions

	The Employer may make Employer Matching Contributions to the 
Plan.  Employer Matching Contributions, if made, shall be paid to 
the Trust with respect to each payroll period on behalf of each 
Participant who elects to have the Elective Deferrals made by the 
Employer on or before the time provided for a deduction for the 
contribution:  that is, on or before the due date, plus extensions, 
of the Employer's annual tax return covering such Plan Year.  While 
a targeted rate of Employer Matching Contributions is described in 
Section 5.3(b) hereof, the actual amount of Employer Matching 
Contributions shall be determined by the Employer for each payroll 
period as a discretionary contribution, and the Employer shall not 
be required to contribute Employer Matching Contributions to the 
Plan at the targeted rate of matching or even for every (or any) 
payroll period.  Employer Contribution Forfeitures, and 401(k) 
Discrimination Forfeitures attributable to forfeitures of Excess 
Aggregate Contributions, arising with respect to a Plan Year shall 
be used as Employer Matching Contributions, and therefore, to the 
extent available, shall reduce the required Employer Matching 
Contributions necessary to meet the targeted matching rate pursuant 
to Section 5.3(b) hereof for any payroll period.  All Employer 
Matching Contributions (together with offsetting Employer 
Contribution Forfeitures and 401(k) Discrimination Forfeitures as 
described herein) shall be invested in the Employer Matching 
Account.  In accordance with Code Regulation Section 1.401(m)-
1(a)(1)(i), the Plan may limit Employer Matching Contributions in a 
manner that prevents Excess Aggregate Contributions.

4.4 Employer Profit Sharing Contributions

		(a)	In General.  In addition to the discretionary 
Employer contributions set forth in Sections 4.2 and 4.3 above, the 
Employer may contribute additional amounts to the Plan in any Plan 
Year out of profits or retained earning as profit sharing 
contributions.  Such contributions by the Employer shall be 
designated as Employer Profit Sharing Contributions.  All such 
Employer Profit Sharing Contributions shall be paid by the Employer 
in cash or in Employer Stock, or in a combination of both, as the 
Board of the Sponsoring Employer may from time to time determine.  
The Employer shall not be required to make discretionary Employer 
Profit Sharing Contributions to the Plan in every Plan Year, or in 
any Plan Year, or to contribute the same amount or to contribute in 
accordance with the same ratio every Plan Year, but the Employer, 
in its sole discretion, shall determine the amount of discretionary 
employer profit sharing contributions, if any, to be made to the 
Trust under the Plan each Plan Year.  Discretionary employer 
contributions may be made on any date or dates the Employer elects, 
but the total amount of its discretionary contribution for any Plan 
Year shall be paid on or before the time provided for a deduction:  
that is within the period the Employer has to file its annual tax 
return covering such Plan Year, plus extensions provided in the 
Code.  Notwithstanding the foregoing, the Employer shall not 
contribute for any Plan Year an amount which exceeds the maximum 
deduction allowable under Section 404 of the Code.

		(b)	Forfeitures In Excess of Amount Needed for 
Targeted Employer Match Used As Profit Sharing Contributions.  
Employer Profit Sharing Contributions to the Plan shall be 
allocated to Employer Profit Sharing Accounts of all eligible 
Participants in accordance with Section 5.3(c) hereof.  Employer 
Contribution Forfeitures arising under this Plan with respect to 
that portion of Accounts forfeited under the Vesting Schedule of 
Section 8.2 shall be used first to offset and reduce targeted 
Employer Matching Contributions and thereafter shall be allocated 
for the Plan Year as if they were Employer Profit Sharing 
Contributions for the Plan Year with respect to which they arose.  

4.5 Indirect Rollovers

		(a)	In General.  Any Employee, regardless of whether 
the Employee has met the eligibility requirements of ARTICLE 3, may 
roll over to this Plan the following to be established and 
maintained in the Participant's name as a separate account:

			(1)	Subject to the rules, the Participant's 
interest in a pension, profit-sharing or stock bonus 
plan qualified under Section 401(a) or 403(a) of the 
Code to this Plan, provided that:

				(i)	the rollover consists of only cash;

				(ii)	the amount distributed from such plan 
is transferred to this Plan no later than the 
60th day after such distribution was received by 
the Employee;

				(iii)	the distribution constituted the 
Employee's entire nonforfeitable interest in such 
plan and was made prior to the Employee's 
reaching age 70-1/2  within one taxable year to 
the Employee as a lump sum distribution (although 
the rollover to this Plan may consist of less 
than the full amount of the distribution);

				(iv)	the amount transferred to this Plan 
does not include any voluntary after-tax employee 
contributions made by the Employee to the prior 
plan.

			(2)	An Individual Retirement Account ("IRA") 
qualified under Section 408 of the Code, where the 
Individual Retirement Account was used as a conduit 
from a pension, profit-sharing or stock bonus plan 
qualified under Section 401(a) or 403(a) of the Code 
from which the distribution was initially made and the 
rollover is made in accordance with subsection (a), 
provided that the amount so transferred does not 
include contributions made by the Employee to the 
Individual Retirement Account or earnings on such 
contributions.

		(b)	Fully Vested.  An Employee's interest in such 
rollover and earnings thereon shall remain one hundred percent 
(100%) fully vested and nonforfeitable at all times.  Payment shall 
be made on the same basis as the Voluntary Contributions Account; 
provided, however, that at any Allocation Date, each Participant 
shall have the right to withdraw any part or all of the 
Participant's Rollover Account.

		(c)	No Effect On Annual Addition Calculation.  Such 
rollovers shall not be considered either in determining the maximum 
Annual Additions permissible under the Plan pursuant to Section 
5.7(d)(i) or as Elective Deferrals or Qualified Matching 
Contributions and Regular Matching Contributions.

4.6 Direct Rollovers

		(a)	In General.  Any Employee, regardless of whether 
the Employee has met the eligibility requirements of ARTICLE 3, may 
make a direct rollover of plan assets attributable to the 
Participant's participation in a pension, profit-sharing or stock 
bonus plan qualified under Section 401(a) of the Code to the Plan 
from such other plan by that plan's trustee.  No part of such 
direct rollovers may consist of voluntary after-tax employee 
contributions.

		(b)	Election of Direct Rollover.  At the election of 
a Distributee, the Trustee, at the time and in the manner 
prescribed by the Administrator, may make a direct rollover of all 
or any portion of an Eligible Rollover Distribution to an Eligible 
Retirement Plan.

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

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

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

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

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

			(3)	Distributee:  A Distributee includes an 
Employee or former Employee.  In addition, the 
Employee's or former Employee's surviving Spouse and 
the Employee's or former Employee's Spouse or former 
Spouse who is the alternate payee under a Qualified 
Domestic Relations Order, as defined in Section 414(p) 
of the Code, are Distributees with regard to the 
interest of the Spouse or former Spouse.  

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

		(c)	Owner-Employees.  Assets attributable to 
employment as an Owner-Employee under an H.R.-10 plan (exclusive of 
the portion attributable to voluntary after-tax employee 
contributions thereunder) shall not begin to be distributed before 
the Employee dies, incurs a Disability or attains age 59-1/2, nor 
later than the taxable year in which the Employee attains age 
70-1/2.

		(d)	No Effect on Annual Addition Calculation.  Direct 
Rollovers shall not be considered either in determining the maximum 
Annual Additions permissible under the Plan pursuant to Section 
5.7(d)(i) or as Qualified Contributions, Employer Matching 
Contributions, or Employer Profit Sharing Contributions.  

4.7 Prohibition of Reversion

	Contributions made by the Employer to the Plan shall be made 
irrevocably and it shall be impossible for the assets of the Plan 
to inure to the benefit of the Employer or to be used in any manner 
other than for the exclusive purpose of providing benefits to 
Participants, Inactive Participants, Retired Participants and 
Beneficiaries, and for defraying reasonable expenses of adminis-
tering the Plan; provided, however, that nothing herein shall be 
construed to prohibit the return to the Employer of all or part of 
an Employer Contribution:

		(a)	which is made by the Employer due to a mistake of 
fact, provided the return of such Contribution is made within 
one (1) year after the date of payment thereof, or

		(b)	the extent a deduction thereof under Section 404 
of the Code is disallowed, provided the return of such 
contribution is limited to the amount disallowed and is made 
within one (1) year after the disallowance.

5. PARTICIPANTS' ACCOUNTS

5.1 Establishment of Participants' Accounts

	Although the assets of this Plan are commingled in the Trust 
and are available to pay any benefit due from this Plan, as 
amended, restated, converted and continued effective January 1, 
1998, the Trustee shall establish and maintain, or cause to be 
established and maintained by a third party, separate bookkeeping 
Accounts for each Participant to which will be allocated and 
credited contributions and earnings, or debited for distribution of 
benefits, losses and expenses.  In this regard when the Plan 
described contributions or allocations "to" an Account or 
disbursements or payments "from," or charges "against," an Account, 
what actually is to take place are credits and debits to the 
Account on the books of the recordkeeper.  The Accounts which will 
be created by the recordkeeper with respect to each Participant and 
Inactive Participant, and will be maintained with respect to the 
Participant and Inactive Participant until all benefits have been 
paid or forfeited hereunder.  Only one account of each type of 
Account described hereunder shall be established and maintained on 
behalf of a Participant, except as provided in Sections 8.3(b) and 
8.4(b) hereof.  

	(a)	Elective Deferral Account.  Elective Deferrals 
made on a Participant's behalf by the Employer for a Plan Year 
pursuant to Section 4.1 hereof will be credited to an Elective 
Deferral Account in the name of the Participant which will be fully 
vested and nonforfeitable at all times and subject to the 
withdrawal restrictions of Section 13.1.

	(b)	Qualified Nonelective Employer Contribution 
Account.  Contributions determined by the Administrator to be 
Qualified Nonelective Employer Contributions made by the Employer, 
if any, for a Plan Year pursuant to Section 4.2 hereof will be 
credited to a Qualified Nonelective Employer Contributions Account 
in the name of the Participant which will be fully vested and 
nonforfeitable at all times and subject to the withdrawal 
restrictions of Section 13.1, provided, however, that the first 
one-half (1/2) of one percent (1%) of contributions made with 
respect to the Plan Year pursuant to Section 4.2 hereof shall be 
allocated to the 401(k) Employer Stock Account as described at 
Section 5.2(g) herein.

		(c)	Employer Matching Account.  Employer Matching 
Contributions made by the Employer, if any, for a Plan Year 
pursuant to Section 4.3, together with Employer Contribution 
Forfeitures and 401(k) Discrimination Forfeitures reducing and 
offsetting Employer Matching Contributions as described therein, 
will be credited to an Employer Matching Account in the name of the 
Participant which will be subject to the Vesting Schedule.

	(f)	401(k) Employer Stock Account shall mean the 
account maintained by the Employer to which shall be credited the 
first one-half (1/2) of one percent (1%) of the contribution made, 
if any, with respect of a Participant in a Plan year pursuant to 
Section 4.2 hereof.  Like the Qualified Nonelective Employer 
Contributions Account, the 401(k) Employer Stock Account shall be 
fully Vested and nonforfeitable at all times.

		(e)	Employer Profit Sharing Account.  Profit sharing 
contributions made by the Employer in a Plan Year pursuant to 
Section 4.3(a) hereof, and excess Employer Contribution Forfeitures 
and 401(k) Discrimination Forfeitures pursuant to Section 4.3(b) 
hereof, will be credited to an Employer Profit Sharing Account in 
the name of the Participant which will be subject to the Vesting 
Schedule.  

	(f)	401(k) Forfeiture Suspense Account shall mean the 
account in the name of the Participant to which shall be credited 
any Employer Contribution Forfeiture arising from 401(k) Accounts 
under this 401(k) Plan.  

	(g)	Indirect Rollover Account.  An Indirect Rollover 
made by an Employee pursuant to Section 4.5 hereof will be credited 
to an Indirect Rollover Account in the name of the Participant 
which will be fully Vested and nonforfeitable at all times.

		(h)	Direct Rollover Account.  Direct Rollovers made 
by an Employee pursuant to Section 4.6 will be credited to a Direct 
Rollover Account which will be fully Vested and nonforfeitable at 
all times.

		(i)	Retirement Plan Account shall mean the account to 
which shall be credited, as of January 1, 1998,  the balance, if 
any, of the Participant's account in the Retirement Plan (other 
than any account maintained in the Retirement Plan attributable to 
the participation by the Participant in the terminated defined 
benefit pension plan previously created and maintained by the 
Sponsoring Employer and transferred by the Participant to the 
Retirement Plan.  Thereafter this Account shall be credited with 
earning, and debited for distributions, losses and expenses as 
described herein.

		(j)	Prior Pension Account shall mean the account to 
which shall be credited the balance, if any, of the account 
maintained in the Retirement Plan attributable to the participation 
by the Participant in the terminated defined benefit pension plan 
previously created and maintained by the sponsoring Employer and 
transferred by the Participant to the Retirement Plan.  This 
Account shall be fully Vested and nonforfeitable at all times.  

	(k)	Retirement Plan Forfeiture Suspense Account shall 
mean the account in the name of the Participant to which shall be 
credited, as of January 1, 1998, the amount equal to the 
Participant's Forfeiture Suspense Account, as defined in the 
Retirement Plan, as of the day immediately preceding the Effective 
Date of this Plan amendment, restatement, conversion and 
continuation.  Thereafter, this Account shall be credited with any 
Employer Contribution Forfeitures arising from Retirement Plan 
Accounts under this 401(k) Plan as of the end of each Plan Year.  

		(l)	ESOP Stock Account shall mean the account in the 
name of a Participant to which shall be credited the amount of 
Employer Stock credited to the balance of the Participant's Stock 
Account, as defined in the ESOP, as of the date immediately 
preceding the Effective Date of this Plan amendment, restatement, 
conversion and continuation of the Plan as a 401(k) Plan.

		(m)	ESOP Investment Account shall mean the account in 
the name of the Participant to which shall be credited the amount 
credited to the balance of the Participant's Investment Account, as 
defined in the ESOP, as of the date immediately preceding the 
Effective Date of this Plan amendment, restatement, conversion and 
continuation of the Plan as a 401(k) Plan, and thereafter this ESOP 
Investment Account shall be credited with earning, and debited for 
distributions, losses and expenses as described herein.

		(n)	PAYSOP Account shall mean the account in the name 
of the Participant to which shall be credited an amount equal to 
that credited to the Participant's PAYSOP Account, as of the date 
immediately preceding the Effective Date of this Plan amendment, 
restatement, conversion and continuation, and thereafter the PAYSOP 
Account shall be credited with earning and debited for 
distributions, losses and expenses as described herein.  

		(o)	ESOP Forfeiture Suspense Account shall mean the 
account in the name of the Participant to which shall be credited 
an amount equal to that credited to a Participant's Forfeiture 
Suspense Account, as defined in the ESOP, as of the date 
immediately preceding the Effective Date of this Plan amendment, 
restatement, conversion and continuation.  thereafter this Account 
shall be credited with earnings and debited for reallocations, 
losses and expenses as provided herein.

		(p)	Basis Account shall mean the account in the name 
of a Participant to which shall be credited the amounts credited to 
the Participant's Basis Account, as defined in the ESOP, as of the 
date immediately preceding the Effective Date of this Plan 
amendment, restatement, conversion and continuation.  

	Each of the Accounts described above will share in the gains 
and losses of the Trust Fund, and the expenses of the Plan, in the 
manner as described in Section 5.4 herein.  

5.2 Allocation of Elective Deferrals Contributions

		(a)	In General.  For each Plan Year, as of the last 
day of each payroll period, Elective Deferrals made with respect to 
the payroll period by a Participant shall be allocated to the 
Elective Deferral Account of that Participant.

		(b)	Annual Limit on Elective Deferrals.  

			(i)	Limit.  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 Section 402(g) of the Code in effect at 
the beginning of such taxable year (note for the 
purpose that any Elective Deferrals in excess of the 
Code Section 415 limitations which is returned to the 
Participant as described in subparagraph (ii) hereof 
shall be disregarded).  (Such dollar limitation is 
$10,000 in 1998.)  If a Participant receives a hardship 
withdrawal distribution pursuant to Section 13.1, the 
dollar limitation described above, for the Partici-
pant's taxable year immediately following the taxable 
year of the hardship distribution, shall be reduced by 
the amount of the Participant's Elective Deferrals for 
the taxable year of the hardship distribution.

			(ii)	Distribution of Excess Elective Deferrals.  
A Participant may assign to this Plan any Excess 
Elective Deferrals made during a taxable year of the 
Participant by notifying the Administrator before April 
15 of the year following the year in which the 
deferrals were made of the amount of the Excess 
Elective Deferrals to be assigned to the Plan.  
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 to any Participant to whose Elective 
Contribution Account Excess Elective Deferrals were 
assigned for the preceding year and who claims Excess 
Elective Deferrals for such taxable year.

			(iii)	Determination of Income or Loss.  Excess 
Elective Deferrals shall be adjusted for any income or 
loss up to the last day of the Plan Year.

		(c)	Actual Deferral Percentage Test.

			(i)	The Actual Deferral Percentage for 
participants who are Highly Compensated Employees for 
each Plan Year and the Actual Deferral Percentage for 
Participants who are Non-highly Compensated Employees 
for the same Plan Year must satisfy one of the follow-
ing tests:

			(ii)	The Actual Deferral Percentage for 
Participants who are Highly Compensated Employees for 
the Plan Year shall not exceed the Actual Deferral 
Percentage for Participants who are Non-highly 
Compensated Employees for the same Plan Year multiplied 
by 1.25; or

			(iii)	The Actual Deferral Percentage for 
Participants who are Highly Compensated Employees for 
the Plan Year shall not exceed the Actual Deferral 
Percentage for Participants who are Non-highly 
Compensated Employees for the same Plan Year multiplied 
by 2.0, provided that the Actual Deferral Percentage 
for Participants who are Highly Compensated Employees 
does not exceed the Actual Deferral Percentage for 
Participants who are Non-highly Compensated Employees 
by more than two (2) percentage points.

		(d)	Special Rules:

			(i)	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 Nonelective Employer 
Contributions, if treated as Elective Deferrals for 
purposes of the ADP test) allocated to the 
Participant's Accounts under two or more arrangements 
described in Section 401(k) of the Code, that are 
maintained by the Employer, shall be determined as if 
such Elective Deferrals (and, if applicable, such 
Qualified Nonelective Employer Contributions) 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.

			(ii)	In the event that this Plan satisfies the 
requirements of Sections 401(k), 401(a)(4), or 410(b) 
of the Code only if aggregated with one or more other 
plans, or if one or more other plans satisfy the 
requirements of such Sections of the Code 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.  
Plans may be aggregated in order to satisfy Section 
401(k) of the Code only if they have the same Plan 
Year.

			(iii)	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 Nonelective Employer Contributions, if 
treated as Elective Deferrals for purposes of the ADP 
test) and Compensation for Testing Purposes of such 
Participant shall include the Elective Deferrals (and 
Qualified Nonelective Employer Contributions,  if 
treated as Elective Deferrals for purposes of the ADP 
test) and Compensation for Testing Purposes for the 
Plan Year.

			(iv)	For purposes of determining the Actual 
Deferral Percentage test, Elective Deferrals and 
Qualified Nonelective Employer Contributions must be 
made before the last day of the twelve-month period 
immediately following the Plan Year to which 
contributions relate.

			(v)	The Employer shall maintain records suffi-
cient to demonstrate satisfaction of the Actual 
Deferral Percentage test and the amount of Qualified 
Nonelective Employer Contributions used in such test.

			(vi)	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.

		(e)	Distribution of Excess Contributions.  

			(i)	Required Distributions.  Notwithstanding 
any other provision of this plan, Excess Contributions, 
plus any income and minus any loss allocable thereto as 
described in (e)(ii) which follows, shall be 
distributed no later than the last day of each Plan 
Year to Participants to whose Elective Deferral 
Accounts such Excess Contributions were allocated for 
the preceding Plan Year.  If such excess amounts are 
distributed more than 2-1/2 months after the last day 
of the Plan Year in which such excess amounts arose, a 
ten percent (10%) excise tax will be imposed on the 
Employer maintaining the Plan with respect to such 
amounts.  Such distributions shall be made to 
Participants in the Plan Year who are Highly 
Compensated Employees by reducing Excess Contributions 
made on behalf of such Highly Compensated Employees so 
that the limit is not exceeded, beginning with the 
Highly Compensated Employee in the greatest dollar 
amount of deferrals and continuing in a like manner so 
that the return of such deferred contributions are on 
the basis of amounts contributed.  

			Excess Contributions shall be treated as Annual 
Additions under Section 5.7.

			(ii)	Determination of Income or Loss:  Excess 
Contributions shall be adjusted for any income or loss 
up to the last day of the Plan Year.

			(iii)	Accounting for Excess Contributions:  
Excess Contributions shall be distributed from the 
Elective Deferral Account of Participants who are 
Highly Compensated Employees in the order described in 
subsection (e)(i) hereof.

5.3 Allocations Under 401(k) Plan (Other Than Elective 
Deferrals)

		(a)	Allocation of Qualified Nonelective Employer 
Contributions.  Qualified Nonelective Employer Contributions made 
pursuant to Section 4.2 shall be allocated to the Qualified 
Nonelective Employer Contribution Account of each Participant 
during the year in the ratio that each such Participant's 
Compensation for the Plan Year bears to all the Compensation of all 
such Participants eligible for a Qualified Nonelective Employer 
Contribution for that Plan Year.  Any portion of the Qualified 
Nonelective Employer Contributions which are composed of Employer 
Stock, or with respect to which the Employer directs the investment 
thereof in Employer Stock pursuant to Section 17.4 hereof, shall, 
notwithstanding the foregoing, be allocated to the 401(k) Employer 
Stock Account of each Participant during the Year, in the greatest 
number of whole shares possible, in the same ratio.  For purposes 
hereof, "Compensation" shall have the meaning described in Section 
2.16 hereof.  

		(b)	Allocation of Employer Matching Contributions and 
Offsetting Forfeitures.  As of the last day of each payroll period 
(but no less often than as of the last day of the Plan Year), 
Employer Matching Contributions made pursuant to Section 4.3 on 
behalf of each Participant who made Elective Deferrals during the 
payroll period, together with Employer Contribution Forfeitures and 
401(k) Discrimination Forfeitures used to reduce and offset 
Employer Matching Contributions, shall be allocated to the 
Participant's Employer Matching Contributions Account.  Subject to 
(i) any limitation on Employer Matching Contributions under Section 
4.3 hereof, (ii) the Employer actually making such discretionary 
Employer Matching Contributions and (iii) the limitations of the 
Average Contribution Percentage Test described in Section 5.6 
hereof, the Employer Matching Contribution to be allocated, 
together with Employer Contribution Forfeitures and 401(k) 
Discrimination Forfeitures, shall be an amount targeted to be equal 
to fifty percent (50%) of the first six percent (6%) of Elective 
Deferrals of each Participant entitled to share in this allocation.  

		(c)	Allocation of Employer Profit Sharing 
Contributions and Forfeitures In Excess of Employer Matching 
Target.  As of the last day of each Plan Year the Employer Profit 
Sharing Contributions shall be allocated to the Participant's 
Employer Profit Sharing Account, provided the Participant was 
credited with a Year of Service during that Plan Year and was still 
in Service on the last day of that Plan Year.  As of the last day 
of each Plan Year, Employer Profit Sharing Contributions made 
pursuant to Section 4.4, together with any Employer Contribution 
Forfeiture or 401(k) Discrimination Forfeitures which could be used 
to reduce and offset Employer Matching Contributions, but are in 
excess of the targeted match, shall be allocated to the 
Participant's Employer Profit Sharing Account, provided the 
Participant is credited with a Year of Service during that Plan 
Year and is still in Service on the last day of the Plan Year.  

5.4 Valuation of Trust Fund

		(a)	In General.  The assets of the Trust Fund will be 
valued at fair market value no less often than at least annually as 
of the last day of the Plan Year.  Also no less often than at least 
annually, the earnings, losses and expenses of the Trust Fund will 
be allocated to or charged against the Participants' and Inactive 
Participants' Accounts.  In valuing the Employer Stock which are 
assets of the Plan, such Employer Stock shall be valued on a 
"unitized" basis.  

		(b)	Allocation to Participant-Directed Accounts.  As 
of each Allocation Date the Accounts with respect to which 
Participants are directing investments described in Section 17.5 
hereof, shall be allocated and credited with earnings or charged 
with losses and expenses as set forth in Section 17.5 hereof.  

		(c)	Allocation to Accounts Not Employer or 
Participant-Directed..  As of each Allocation Date (except for 
Sections 5.4(c)(1), 5.4(c)(5) and 5.4(c)(6) which shall only be 
allocated as of the end of the Plan Year) the Accounts to the 
extent the investments therein are not Employer-directed or 
Participant-directed shall be allocated and credited with earnings, 
or charged and debited for losses and expenses, by the 
Administrator as provided hereinafter.

	(1)	Employer Stock.  All Employer Stock acquired by 
the Plan or Trustee since the end of the last Plan Year 
(including the Employer Stock to be allocated to the 401(k) 
Employer Stock Account pursuant to Section 5.3(a) hereof), 
and all unallocated Employer Stock, if any, remaining from 
the prior Allocation Period, shall be allocated, in the 
greatest whole number of shares possible (and fractional 
shares, if fractional shares are permissible according to 
law, the Company's by-laws and any registration of such 
shares with the Security Exchange Commission), to the 401(k) 
Employer Stock Account of each Participant in the Plan during 
the Plan Year in the proportion that the Participant's 
Compensation for such Plan Year bears to the total of the 
Compensation of all such Participants entitled to share in 
this allocation for such Plan Year.  For purposes hereof, the 
term "Compensation" is defined at Section 2.16 herein.  

	(2)	Cash Income.  Cash income with respect to Plan 
assets since the last Allocation Date, including dividends 
paid with respect to stock other than Employer Stock, shall 
be allocated to the Account of each Participant and Inactive 
Participant to which is credited the Plan asset the income is 
attributable to, or if the Plan asset is not credited to an 
Account, then in the proportion that the aggregate balance of 
such Participant's or Inactive Participant's non-directed 
Accounts as of such Allocation Date bears to the total 
aggregate balances of all such Accounts as of the last 
Allocation Date.

	(3)	Employer Stock Dividend.  Any Employer Stock 
dividend paid with respect to Employer Stock allocated to a 
Participant's Account since the last Allocation Date, or as 
of the present Allocation Date, shall be allocated to the 
respective Account to which is credited the Employer Stock 
with respect to which the dividend is paid. 

	(4)	Cash Dividends on Employer Stock.  Subject to 
subsection (7) hereof regarding the payment of cash dividends 
on Employer Stock held in the ESOP Accounts to Participants, 
the total cash dividends received with respect to the 
Employer Stock allocated to an Account of a Participant or 
Inactive Participant since the last Allocation Date, or as of 
the present Allocation Date pursuant to subsection (c)(1) 
above, shall be allocated to the Account of the Participant 
or Inactive Participant to which is credited the Employer 
Stock on which the dividend is paid.

	(5)	Forfeitures From of a Former Participant's ESOP 
Stock Accounts.  All Forfeitures consisting of shares of 
Employer Stock acquired with an "exempt loan" within the 
meaning of Treasury Regulations Section 54.4975-7(b)(1)(iii), 
if any, shall be allocated, in the greatest whole number of 
shares possible, to the ESOP Stock Account of each 
Participant who is credited with a Year of Service that Plan 
Year and is still in Service on the last day of the Plan Year 
in proportion to the Participant's Compensation in the Plan 
Year to the total Compensation in the Plan Year of all 
Participants entitled to share in this allocation.  For 
purposes hereof, "Compensation" shall be defined at Section 
2.16 hereof.  

	(6)	Allocation of Excess Amounts.  All "excess 
amounts" allocated pursuant to Section 5.7(a)(iv)(4) hereof 
(which describes the limitation on allocation of Code Section 
415) consisting of cash shall not be allocated and 
reallocated to Participants, but shall be used to reduce and 
offset Employer Matching Contributions.  

	(7)	Cash Dividends Paid to Participants.  Any cash 
dividends paid with respect to shares of Employer Stock 
allocated to a Participant's ESOP Stock Account, whenever 
such allocation was made, in the sole discretion of the 
Administrator, but only if the recordkeeper of the Plan 
agrees, may be paid in cash to each such Participant in the 
Plan and any Beneficiary in pay status not later than 90 days 
from the end of the Plan Year in which paid, and if so, the 
Employer may take the deduction described for such dividends 
in Section 404(k) of the Code.

	(8)	Fractional Shares.  All remaining whole or 
fractional shares of Employer Stock which are not allocated 
because only whole shares of Employer Stock are to be 
allocated shall be held unallocated for allocation on the 
next Allocation Date.

	(9)	Other Trust Earnings and Losses.  Except as 
provided above, as of each Allocation Date earnings shall be 
allocated and credited to, and losses debited and charged 
against the Accounts which are not Participant-directed in 
the proportion that each such Account as of the last 
Allocation Date bears to the aggregate of all such Accounts 
as of the last Allocation Date.  In determining the Account 
balances as of the last Allocation Date, each Account balance 
shall be reduced by the amount of any disbursements from the 
Account since the last Allocation Date.  With respect to a 
Participant's Elective Deferral Account balance, each such 
Account shall be credited with one-half (1/2) the Elective 
Deferrals made by the Participant during the Allocation 
Period.  Alternatively, if approved by the Administrator, 
Trust Fund earnings and losses may be allocated in any 
equitable, uniform and nondiscriminatory manner which is 
selected for the purposes of recognizing the timing of 
contributions, withdrawals, distributions, transfers, 
Participant or Employer directed investments or other 
temporal events affecting Account value as adjustments to 
Account balances.  

	If a Participant indirectly or directly rolls over 
funds pursuant to Section 4.5 or 4.6 during the Allocation 
Period, then for purposes of allocating the Participant's 
share of the Trust Fund earnings and losses for that same 
Allocation period, unless the Employee directs the investment 
of such Account as provided in Section 17.5 hereof or the 
Administrator decides to revoke the last sentence of the 
preceding paragraph, the Participant's Account balances as of 
the preceding Allocation Date shall include the amount the 
Participant indirectly or directly rolls over during the 
Allocation Period multiplied by a fraction, the numerator of 
which is the number of days in the Allocation Period left 
after the rollover subtracted from the number of days in the 
Allocation Period, and the denominator of which is the number 
of days in the Allocation Period.  

	(10)	Expenses of General Fund Administration.  All 
expenses of the Plan chargeable thereto in accordance with 
ERISA and the Code (other than expenses specifically 
chargeable to Participant-directed Accounts pursuant to 
Section 17.5(a) hereof) shall be debited to and charged 
against each Account, including Accounts which are 
Participant directed, on an equal per person basis (i.e., per 
capita).

	(11)	Special Suspense Accounts.  The Administrator may 
direct that special suspense accounts be established to hold 
Employer contributions, income (including stock and cash 
dividends), stock or other amounts that are assets of the 
Trust Fund, but will not be allocable, or cannot be allocated 
because of a limitation herein, until the next Allocation 
Date.  

5.5 Average Contribution Percentage Test: The Aggregate Limit 
For Employer Matching Contributions and Elective 
Contributions

		(a)	The Aggregate Limit In General.

			(1)	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:

			(2)	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 Compen-
sated Employees for the same Plan Year multiplied by 
1.25; or

			(3)	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 Compen-
sated 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.

			(4)	Special Rules:

				(i)	Multiple Use:  If the sum of the 
Actual Deferral Percentage and Average 
Contribution Percentage of Highly Compensated 
Employees exceeds the Aggregate Limit described 
in subsection (a) above, then the Average 
Contribution Percentage of those Highly 
Compensated Employees will be reduced by 
forfeiting such excess with respect to such 
Highly Compensated Employees, beginning with the 
Highly Compensated Employee who is a Participant 
that Plan Year whose Employer Matching 
Contribution is the highest and continuing in 
accordance with Code Section 401(m)(6)(a) until 
the excess with respect to the Plan Year will no 
longer exist.  The amount by which each Highly 
Compensated Employee's Contribution Percentage 
Amounts is reduced shall be treated as an Excess 
Aggregate Contribution and shall be a 401(k) 
Discrimination Forfeiture.  The Actual Deferral 
Percentage and Average Contribution Percentage of 
the Highly Compensated Employees are determined 
after any corrections (including the 
determination by the Administrator as to which 
contributions made pursuant to Section 4.2 hereof 
are to be treated as Qualified Nonelective 
Employer Contributions) required to meet the 
Actual Deferral Percentage and Average Contribu-
tion Percentage tests.  Multiple use does not 
occur if either the Actual Deferral Percentage 
and Average Contribution Percentage of the Highly 
Compensated Employees does not exceed 1.25 
multiplied by the Actual Deferral Percentage and 
Average Contribution Percentage of the Non-highly 
Compensated Employees.

				(ii)	For purposes of this Section, the 
Contribution Percentage for any Participant who 
is a Highly Compensated Employee and who is 
eligible to have Contribution Percentage Amounts 
allocated to the Participant's account under two 
or more plans described in Section 401(a) of the 
Code, or arrangements described in Section 401(k) 
of the Code 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.

				(iii)	In the event that this Plan satisfies 
the requirements of Sections 401(m), 401(a)(4) or 
410(b) of the Code only if aggregated with one or 
more other plans, or if one or more other plans 
satisfy the requirements of such sections of the 
Code 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.  Plans may be 
aggregated in order to satisfy Section 401(m) of 
the Code only if they have the same plan year.

				(iv)	For purposes of determining the 
Contribution Percentage test, Employer Matching 
Contributions will be considered made for a Plan 
Year if they are made no later than the end of 
the twelve (12) consecutive month period 
beginning on the day after the close of the Plan 
Year.

				(v)	The Employer shall maintain records 
sufficient to demonstrate satisfaction of the 
Average Contribution Percentage test and the 
amount of Qualified Nonelective Employer 
Contributions used in such test.

				(vi)	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.

		(b)	Distribution of Excess Aggregate Contributions.  

			(1)	In General.  Notwithstanding any other 
provision of this Plan, Excess Aggregate Contributions 
attributable to a Highly Compensated Employee, plus any 
income and minus any loss allocable thereto as 
described in subsection (ii), shall be forfeited under 
the Vesting Schedule, if forfeitable, or if not 
forfeitable, distributed no later than the last day of 
each Plan Year to Participants who are Highly 
Compensated Employees to whose Matching Employer 
Accounts such Excess Aggregate Contributions were 
allocated for the preceding Plan Year.  If such Excess 
Aggregate Contributions are distributed more than two 
and one-half (2-1/2) months after the last day of the 
Plan Year in which such excess amounts arose, a ten 
percent (10%) excise tax will be imposed on the 
Employer with respect to which those amounts arose.  
Excess Aggregate Contributions shall be treated as 
Annual Additions under Section 5.7(d)(i) of the Plan.

			(2)	Determination of Income or Loss.  Excess 
Aggregate Contributions shall be adjusted for any 
income or loss up to the last day of the Plan Year.

			(3)	Forfeitures of Excess Aggregate 
Contributions.  Forfeitures of Excess Aggregate 
Contributions (i.e., 401(k) Discrimination Forfeitures) 
shall be used, together with Employer Contributions 
Forfeitures, to reduce and offset Employer Matching 
Contributions.  However, if these forfeitures exceed 
the target match described in Section 5.2, then such 
forfeitures shall be allocated like Employer Profit 
Sharing Contributions pursuant to Section 5.3 hereof.  

			(4)	Accounting for Excess Aggregate 
Contributions.  Excess Aggregate Contributions shall be 
forfeited, if forfeitable, or if not forfeitable, 
distributed from the Employer Matching Contributions 
Account of Highly Compensated Employees who are 
Participants that Plan Year in the order described in 
subsection (a)(iv) hereof.

5.6 Inactive Participants

	An Inactive Participant shall not be entitled to share in 
Qualified Nonelective Employer Contributions, Employer Matching 
Contributions, Employer Profit Sharing Contributions or Employer 
Contribution Forfeiture or 401(k) Discrimination Forfeiture for a 
Plan Year.  Nevertheless, the Participant's Accounts shall be 
maintained and credited, or charged, with Trust Fund earnings, 
distributions, losses and expenses in accordance with Section 5.4 
hereof, until the balance thereof (to the extent Vested) shall have 
been fully distributed.

5.7 Limitations on Allocations

		(a)	If the Employer Maintains a Single Defined 
Contribution Plan.

			(i)	If the Participant does not participate in, 
and has never participated in, another qualified plan 
maintained by the Employer, a welfare benefit fund as 
described in Section 419(e) of the Code maintained by 
the Employer, or an individual medical account as 
described in Section 415(1)(2) of the Code maintained 
by the Employer, which provides an Annual Addition as 
defined in subsection (d)(i), the amount of Annual 
Addition which may be credited to the Participant's 
Accounts in the aggregate for any Limitation Year will 
not exceed the lesser of the Maximum Permissible Amount 
or any other limitation contained in this Plan. 

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

			(iii)	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.

			(iv)	If pursuant to subsection (iii) or as a 
result of the allocation of Forfeitures, there is an 
Excess Amount, the excess will be disposed of as 
follows:

				(1)	Any Elective Deferrals,  together 
with gains attributable to those Elective 
Deferrals, to the extent they would reduce the 
Excess Amount, will be returned to the 
Participant.  These retirement amounts of 
Elective Deferrals shall be disregarded for 
purposes of Code Section 402(g), the Actual 
Deferral Percentage Test of Section 5.2 hereof 
and the Average Contribution Percentage Test of 
Section 5.5 hereof.

				(2)	If after the application of paragraph 
(1) above an Excess Amount still exists, and the 
Participant is covered by the Plan at the end of 
the Limitation Year, the Excess Amount first in 
the Participant's Profit Sharing Account and then 
if necessary in the Participant's Employer 
Matching Account, and finally, if necessary, in 
the Participant's Qualified Nonelective Employer 
Contributions Account, will be used to reduce 
such Employer Contributions (together with 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) above an Excess Amount still exists, and the 
Participant is not covered by the Plan at the end 
of a Limitation Year, the Excess Amount will be 
held unallocated in a suspense account.  The 
suspense account (together with allocation of any 
Forfeitures) will be applied to reduce future 
Employer Matching Contributions for all remaining 
Participants in the next Limitation Year, and 
each succeeding Limitation Year, if necessary.  
For purposes of this subsection (a)(iv)(3), 
excess amounts may not be distributed to 
Participants or former Participants.

				(4)	If a suspense account is in existence 
at any time during a Limitation Year pursuant to 
this Section, it will not participate in the 
allocation of the Trust's investment earnings 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 Elective Deferrals, Qualified Nonelective 
Employer Contributions, or Employer Matching 
Contributions may be made prior.  

		(b)	If the Employer Should Maintain Another Defined 
Contribution Plan.

			(i)	This Section applies if, in addition to 
this Plan, the Participant is covered under another 
defined contribution plan maintained by the Employer, a 
welfare benefit fund as defined in Section 419(e) of 
the Code maintained by the Employer, or an individual 
medical account, as defined in Section 415(1)(2) of the 
Code, maintained by the Employer, which provides an 
Annual Addition as defined in subsection (d)(i), during 
any Limitation Year.  The Annual Additions which may be 
credited to a Participant's Accounts under this Plan 
for any such Limitation Year will not exceed the 
Maximum Permissible Amount reduced by the Annual 
Additions credited to a Participant's individual 
account under the other plans and welfare benefit funds 
for the same Limitation Year.  If the Annual Additions 
with respect to the Participant under other defined 
contribution plans and welfare benefit funds maintained 
by the Employer are less than the Maximum Permissible 
Amount, and the  Qualified Nonelective Employer 
Contributions,  the Employer Matching Contributions and 
Employer Profit Sharing Contributions that would 
otherwise be contributed or allocated to the 
Participant's Qualified Nonelective Employer 
Contributions Account, Employer Matching Contribution 
Account or Employer Profit Sharing Contributions 
Accounts under this Plan would cause the Annual 
Additions for the Limitation Year to exceed this 
limitation, the amount contributed or allocated will be 
reduced so that the Annual Additions under all such 
plans and 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 Accounts under this Plan 
for the Limitation Year.

			(ii)	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 subsection 
(a) (ii).

			(iii)	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.

			(iv)	If, pursuant to subparagraph (iii) or as a 
result of the allocation of Forfeitures, a Partic-
ipant's Annual Additions under this Plan and such other 
plans would result in an Excess Amount for a Limitation 
Year, the Excess Amount will be deemed to consist of 
the Annual Additions last allocated, except that Annual 
Additions attributable to a welfare benefit fund or 
individual medical account will be deemed to have been 
allocated first, regardless of the actual Allocation 
Date.

			(v)	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 (1) the total Excess Amount allocated as of 
such date, times (2) the ratio of (A) the Annual 
Additions allocated to the Participant for the 
Limitation Year as of such date under this Plan to (B) 
the total Annual Additions allocated to the Participant 
for the Limitation Year as of such date under this and 
all the other qualified defined contribution plans.

			(vi)	Any Excess Amount attributed to this Plan 
will be disposed in the manner described in subsection 
(a) (iv).

		(c)	If the Employer Should Maintain a Defined Benefit 
Plan.  Participant Covered Under 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 Contribu-
tion Plan Fraction will not exceed 1.0 in any Limitation Year.  The 
Annual Additions which may be credited to the Participant's 
Accounts under this Plan for any Limitation Year will be limited by 
reducing Annual Additions under the Defined Contribution Plan 
Fraction.  However, the matters as set forth in this subparagraph 
(c) shall have no effect for Plan Years beginning after December 
31, 1999.

		(d)	Definitions.

			(i)	Annual Additions:  The sum of the following 
amounts credited to a Participant's Accounts for the 
Limitation Year:

				(1)	Elective Deferrals (including Excess 
Contributions);

				(2)	Qualified Nonelective Employer 
Contributions; 

				(3)	Employer Matching Contributions;

				(4)	Employer Profit Sharing 
Contributions;

				(5)	voluntary before tax employee 
contributions (if the Plan should 					ever be 
amended to permit such contributions);

			(6)	Employer Contribution Forfeitures 
401(k) Discrimination 
				Forfeitures to the extent not 
returned to the Highly 
				Compensated Employees responsible for 
Excess Aggregate 
				Contributions as described herein.; 
and

(7)	Amounts allocated after March 31, 
1984 to an individual 	medical account as 
defined in Section 415(1)(2) of the Code, 
	which is part of a pension or annuity 
plan maintained by the 	Employer are 
treated as Annual Additions to a defined 
	contribution plan.  Also, amounts 
derived from contributions 	paid or 
accrued after December 31, 1985, in taxable 
years 	ending after such date, which 
are attributable to post-retirement 
	medical benefits, allocated to the 
separate account of a Key 	Employee, as 
defined in Section 419A(d)(3) of the Code, 
under 	a welfare benefit fund as 
defined in Section 419(e) of the Code 
	maintained by the Employer, are 
treated as Annual Additions to 	a 
defined contribution plan.  

	For this purpose, any Excess Amount applied under subsection 
(a)(iv) or (b)(iv) in the Limitation Year to reduce (i) Qualified 
Nonelective Employer Contributions, (ii) Employer Matching 
Contributions and (iii) Employer Profit Sharing Contributions will 
be considered Annual Additions for such Limitation Year.

			(ii)	Compensation:  Compensation is defined as 
wages, salaries, and fees for professional services and 
other amounts received (without regard to whether or 
not an amount is paid in cash) for personal services 
actually rendered in the course of employment with the 
Employer maintaining the Plan (including, but not 
limited to, commissions paid to salesmen, compensation 
for services on the basis of a percentage of profits, 
commissions on insurance premiums, tips, bonuses, 
fringe benefits, reimbursements or other expense 
allowances under a nonaccountable plan (as described in 
Treasury Regulations Sect 1.62-2(c) and any amount which is 
contributed by the Employer pursuant to a salary 
reduction agreement which is not includable in the 
gross income of the Employee under Section 125, 401(h) 
or 401(b) of the Code, and excluding the following:

				(1)	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;

				(2)	Amounts realized from the sale, 
exchange or other disposition of stock acquired 
under a qualified stock option; and

			For purposes of applying the limitations of this 
Section 5.7, 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 has incurred a Disability is the 
Compensation such Participant would have received for 
the Limitation Year if the Participant had been paid at 
a rate of Compensation paid immediately before 
incurring the Disability; such imputed Compensation for 
the disabled Participant may be taken into account only 
if the Participant is not a Highly Compensated Employee 
and contributions made on behalf of such Participant 
are nonforfeitable when made.

			(iii)	Defined Benefit 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 
one hundred twenty-five percent (125%) of the dollar 
limitation determined for the Limitation Year under 
Sections 415(b) and (d) of the Code or one hundred 
forty percent (140%) of the Highest Average 
Compensation, including any adjustments under Section 
415(b) of the Code.

			Notwithstanding the above, if the Participant was 
a Participant as of the first day of the first 
Limitation Year beginning after December 31, 1986, in 
one or more Defined Benefit Plans maintained by the 
Employer which were in existence on May 6, 1986, the 
denominator of this fraction will not be less than one 
hundred twenty-five percent (125%) of the sum of the 
Annual Benefits under such plans which the Participant 
had accrued as of the close of the last Limitation Year 
beginning before January 1, 1987, disregarding any 
changes in the terms and conditions of the 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 January 1, 1987.

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

			(v)	Defined Contribution Fraction:  A fraction, 
the numerator of which is the sum of the Annual 
Additions to the Participant's accounts 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 volun-
tary employee contributions to all Defined Benefit 
Plans, whether or not terminated, maintained by the 
Employer, if any, and the Annual Additions attributable 
to all welfare benefit funds, as defined in Section 
419(e) of the Code, and individual medical accounts, as 
defined in Section 415(1)(2) of the Code, 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 with the Employer 
(regardless of whether a defined contribution plan was 
maintained by the Employer).  The Maximum Aggregate 
Amount in any Limitation Year is the lesser of one 
hundred twenty-five percent (125%) of the dollar 
limitation determined under Sections 415(b) and (d) of 
the Code in effect under Section 415(c)(1)(A) of the 
Code or thirty-five percent (35%) of the Participant's 
Compensation for such year.

			If the Employee was a Participant as of the end 
of the first day of the first Limitation Year beginning 
after December 31, 1986, in one or more defined 
contribution plans maintained by the Employer which 
were in existence on May 6, 1986, the numerator of this 
fraction will be adjusted if the sum of this fraction 
and the Defined Benefit Fraction would otherwise exceed 
1.0 under the terms of this Plan.  Under the 
adjustment, an amount equal to the product of (1) the 
excess of the sum of the fractions over 1.0 times (2) 
the denominator of this fraction, will be permanently 
subtracted from the numerator of this fraction.  The 
adjustment is calculated using the fractions as they 
would be computed as of the end of the last Limitation 
Year beginning before January 1, 1987, and disregarding 
any changes in the terms and conditions of the Plan 
made after May 6, 1986, but using the Section 415 
limitation applicable to the first Limitation Year 
beginning on or after January 1, 1987.

			The Annual Addition for any Limitation Year 
beginning before January 1, 1987, shall not be 
recomputed to treat all Participant contributions as 
Annual Additions.

			(vi)	Employer:  For purposes of this Section, 
Employer shall mean each individual Employer, 
considered separately, that adopts this Plan, and all 
Controlled Group Members as that term is modified by 
Section 415(h) of the Code.

			(vii)	Excess Amount:  The excess of the Partici-
pant's Annual Additions for the Limitation Year over 
the Maximum Permissible Amount.

			(viii)	Highest Average Compensation:  The 
Average Compensation for the three consecutive Years of 
Service that produces the highest average.

			(ix)	Limitation Year:  A calendar year.  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.

			(x)	Maximum Permissible Amount:  The maximum 
Annual Addition that may be contributed or allocated to 
a Participant's Accounts under the Plan for any 
Limitation Year shall not exceed the lesser of (1) The 
Defined Contribution dollar limitation, or (2) twenty-
five percent (25%) of the Participant's Compensation 
for the Limitation Year.

			The Compensation limitation referred to in (2) 
shall not apply to any contribution for medical 
benefits (within the meaning of Section 401(h) or 
419A(f)(2) of the Code) which is otherwise treated as 
an Annual Addition under Section 415(1)(1) or 
419A(d)(2) of the Code.

			If a short Limitation Year is created because of 
an amendment changing the Limitation Year to a 
different twelve consecutive-month period, the Maximum 
Permissible Amount will not exceed the Defined 
Contribution Dollar Limitation multiplied by the 
following fraction:

				number of months in the short Limitation 
Year
							12

			(xi)	Projected Annual Benefit:  The annual 
retirement benefit (adjusted to an actuarially 
equivalent straight-life annuity if such benefit is 
expressed in a form other than a straight-life annuity 
or Qualified Joint and Survivor Annuity) to which the 
Participant would be entitled under the terms of the 
Plan assuming (1) the Participant will continue 
employment until Normal Retirement Age under the Plan 
(or current age, if later), and (2) 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.

5.8 Allocation Not Equivalent to Vesting

	The fact that an allocation shall be made and credited to the 
Account of a Participant shall not vest in the Participant any 
right, title or interest in and to any assets except at the time or 
times and upon the terms and conditions expressly set forth in this 
Plan.

5.9 Notification and Corrections Regarding Allocations

		(a)	If a final allocation because of the 
Participant's termination of Service is required to be made on 
behalf of a Participant for a Plan Year, it shall be the duty of 
the Employer to so notify the recordkeeper before allocations are 
made to Participants for such Plan Year.  If the Employer fails to 
notify the recordkeeper of such final allocations until after 
allocations for the Plan Year are made, the Employer shall make 
additional Employer contributions in the amount of the required 
final allocations, plus earnings (if earnings are appropriate) and 
instruct the recordkeeper to adjust the records to reflect the 
actual allocation.

		(b)	It shall be the duty of the Employer to notify 
the recordkeeper in the event of a mistake in allocations due to an 
inadvertent error such as, but not limited to, the omission of a 
Participant or an error in the calculation of Compensation or 
Service.  The Employer may direct the recordkeeper to correct such 
mistake by an adjustment to the following Plan Year's allocations 
or by an additional Employer contribution in an amount necessary to 
correct the Participant's Accounts, plus earnings at a reasonable 
rate to be determined by the Plan Administrator or Trustee.  Any 
additional contribution made by the Employer pursuant to this 
Section 5.9 shall be deductible by the Employer in the year in 
which such correction is made subject to the limitations of Section 
404 of the Code.

6. RETIREMENT AND DISABILITY BENEFITS

6.1 Normal Retirement

	A Participant shall be eligible to retire on or after the 
Participant's Normal Retirement Date.  As of the Participant's 
Normal Retirement Date, notwithstanding the Vesting Schedule 
described in Section 8.2, the balance of all such Participant's 
Accounts shall be fully Vested and nonforfeitable and the 
Participant's Accounts shall be payable in accordance with ARTICLES 
9, 10 and 11.  Notwithstanding the other requirements of this Plan, 
a Participant who reaches the Participant's Normal Retirement Date 
may elect to continue in Service subject to Section 19.1 hereof and 
the Employer's retirement policy, if any, and the provisions of the 
Age Discrimination in Employment Act of 1986.  If such Participant 
continues in Service, then the Participant shall be eligible to 
continue in all respects as a Participant in the Plan eligible for 
the Normal Retirement benefits described herein until actual 
retirement.  A Participant who continues in Service past the 
Participant's Normal Retirement Date may elect to have the 
Participant's Accounts payable in accordance with ARTICLES 9, 10 
and 11 even though the Participant is still in Service.  The Plan 
Administrator may establish a policy regarding the ordering of 
Accounts from which payments are available to a Participant who 
continues in Service past the Participant's Normal Retirement Date.
6.2 Early Retirement

	A Participant shall be eligible to retire on or after the 
Participant's Early Retirement Date.  As of the Participant's Early 
Retirement Date, notwithstanding the Vesting Schedule described in 
Section 8.2,  the balance of all such Participant's Accounts shall 
be fully Vested and nonforfeitable and the Participant's Accounts 
shall be payable in accordance with ARTICLES 9, 10 and 11.  
Notwithstanding the other requirements of this Plan, a Participant 
who reaches the Participant's Early Retirement Date may elect to 
continue in Service subject to Sections 3.6 and 19.1 hereof.  If 
such Participant continues in Service, then the Participant shall 
be eligible to continue in all respects as a Participant in the 
Plan eligible for the Early Retirement benefits described herein 
(unless and until the Participant becomes eligible for the Normal 
Retirement benefits described in Section 6.1 hereof.)until actual 
retirement.

6.3 Disability Retirement

	Following the Administrator's determination of the 
Participant's Disability, a Participant who has been found to have 
incurred a Disability shall be fully Vested and nonforfeitable in 
the Participant's Accounts, notwithstanding the Vesting Schedule 
described in Section 8.2.  The Participant's Accounts shall be 
payable in accordance with ARTICLES 9, 10 and 11.  

7. DEATH BENEFITS BEFORE RETIREMENT ELIGIBILITY OR DISABILITY

7.1 Death Benefit Before Retirement Eligibility or Disability 
in General

	In the event of the death of a Participant before benefits 
commence to the Participant for Early Retirement, Normal Retirement 
or Disability as provided in ARTICLE 6, prior to the Participant's 
termination of Service (for any reason, whether voluntary or 
involuntary), the balance in the deceased Participant's Accounts 
shall be fully Vested and nonforfeitable, and payable in accordance 
with Sections 7.2, 7.3 and 7.4 hereof.  

7.2 Death Benefits Attributable to 401(k) Plan Accounts

	The following provisions describe the death benefits under 
this Article, if any, attributable to a deceased Participant's 
401(k) Plan Accounts (other than the Participant's 401(k) Employer 
Stock Account):

		(a)	Unmarried Participants.  Upon the death of an 
unmarried Participant, the entire amount of the Participant's 
Vested balance in the Participant's 401(k) Plan Accounts (other 
than the 401(k) Employer Stock Account) shall be paid as soon as 
practicable (unless deferred as described herein at subsection (c)) 
in a lump sum to the Participant's Beneficiary.  Except to the 
extent that a Qualified Domestic Relations Order may be applicable, 
an unmarried Participant may designate any Beneficiary to receive 
such death benefit.  A Beneficiary of an unmarried Participant may 
elect an installment form of benefits described at Section 9.2(c) 
hereof.  

		(b)	Married Participants.  Upon the death of a 
married Participant, the entire amount of the deceased 
Participant's Vested balance in the Participant's 401(k) Plan 
Accounts (other than the 401(k) Employer Stock Account) shall be 
paid as soon as practicable (unless deferred) in a lump sum to the 
deceased Participant's Beneficiary.  A married Participant's 
surviving Spouse must be the Beneficiary for one hundred percent 
(100%) of such death benefit, except to the extent that the 
surviving Spouse has consented to the designation of a nonspouse 
Beneficiary pursuant to Section 9.3 of the Plan.  For purposes of 
this subsection 7.2 (b), a former Spouse will be treated as a 
Participant's surviving Spouse to the extent provided under a 
Qualified Domestic Relations Order.

		(c)	Deferral of Receipt of Death Benefit.  Any person 
entitled to receive a death benefit pursuant to this ARTICLE may 
defer the receipt of such death benefit, as described in the 
provisions of Section 7.3(c).  During any period of deferral, the 
portion of the deceased Participant's Accounts payable as a death 
benefit to such person shall be entitled to receive allocations of 
gain or loss in the same manner as other Accounts.

		(d)   Effect of Beneficiary's Death.  In the event that 
a Beneficiary survives the Participant but dies before full payment 
of the Participant's Vested Account balances, the remaining 
balances of such Accounts shall be paid as soon as practicable to 
the Beneficiary, if any, designated by such deceased Beneficiary, 
or to the Beneficiary's estate if the Beneficiary made no such 
beneficiary designation.  Section 2.10 contains additional rules 
regarding Beneficiary designation, including the provision that if 
a Beneficiary fails to survive the Participant, then the 
Beneficiary designation is null and void.

7.3 Death Benefits Attributable to Retirement Plan Accounts

	The following provisions describe the death benefits under 
this Article, if any, attributable to a deceased Participant's 
Retirement Plan Accounts:

		(a)	Unmarried Participants.  Upon the death of an 
unmarried Participant, the entire amount of the Participant's 
vested balance in the Participant's Retirement Accounts shall be 
paid as soon as practicable (unless deferred) in a lump sum to the 
Participant's designated Beneficiary.  Except to the extent that a 
Qualified Domestic Relations Order may be applicable, an unmarried 
Participant may designate any Beneficiary to receive such death 
benefits.  The Beneficiary of an unmarried Participant may elect 
any optional form of payment described at Section 10.2(e).

		(b)	Married Participants.  Upon the death of a 
married Participant who dies before the Participant's benefits 
under the Plan commence, and who leaves a surviving Spouse, a 
Qualified Preretirement Survivor Annuity shall be made available to 
the Participant's surviving Spouse.  Payment of such Qualified 
Preretirement Survivor Annuity shall begin within a reasonable time 
after the Participant's death, unless it is waived by the 
Participant with spousal consent as provided in the following 
subsection (g).  However, the Spouse may elect an optional form of 
payment as provided in subsection (e) of this Section.  Any such 
annuity payable to a surviving Spouse shall commence on any date 
elected by the surviving Spouse, subject to any rules applicable to 
the maximum period of deferral under Section 12.1 hereof.

		(c)	Deferral of Receipt of Death Benefit.  Any person 
entitled to receive a death benefit pursuant to this Section may 
defer the receipt of such death benefit subject to the provisions 
of ARTICLE 12.  During any period of deferral, the portion of the 
unpaid balance of the Participant's Vested Accounts payable as a 
death benefit to such person shall receive allocations of gain or 
loss in the same manner as other Accounts.

		(d)	Effect of Beneficiary's Death.  In the event that 
a Beneficiary survives the Participant but dies before full payment 
of the balance of the Participant's Vested Accounts, the unpaid 
balance of the Participant's Vested Accounts shall be paid as soon 
as practicable to the beneficiary, if any, designated by such 
deceased Beneficiary or to the Beneficiary's estate if the 
Beneficiary made no such beneficiary designation. Section 2.10 
contains additional rules regarding Beneficiary designation, 
including the provision that if a Beneficiary fails to survive the 
Participant, then the Beneficiary designation is null and void.

		(e)	Right to Elect a Different Form of Death Benefit.  
If a Qualified Preretirement Survivor Annuity form of death benefit 
becomes payable, a surviving Spouse shall have the right to elect a 
different form of payment, provided it is available under the Plan 
with respect to the portion of the balance of the Participant's 
Vested Accounts that are payable to the surviving Spouse, further 
provided that such election is in writing and is witnessed by a 
Plan representative or a notary public.  Payment pursuant to any 
such election shall be in lieu of the Preretirement Survivor 
Annuity death benefit otherwise payable to the surviving Spouse.

		A nonspouse Beneficiary of a married Participant may 
also elect a different form of payment that is available under the 
Plan in lieu of a lump sum.

		(f)	Effect of Qualified Domestic Relations Order.  
For purposes of this Section a former Spouse will be treated as the 
Spouse or surviving Spouse to the extent provided under a Qualified 
Domestic Relations Order.

		(g)	Waiver of Qualified Preretirement Survivor 
Annuity.  A married Participant may waive the Qualified 
Preretirement Survivor Annuity otherwise provided in accordance 
with this Section, provided that the Participant's Spouse consents 
in writing to the Participant's waiver and election to designate a 
nonspouse Beneficiary to receive the unpaid portion of the balance 
of the Participant's Vested Accounts otherwise payable to such 
Spouse.  The following rules shall apply regarding notice to 
Participants of the right to such election and the requirement that 
the Participant's Spouse consent to any such election:

			(1)	Notice Requirement.  The Employer shall 
provide each Participant, within the applicable period for 
such Participant a written explanation of the Qualified 
Preretirement Survivor Annuity in such terms and in such 
manner as would be comparable to the explanation provided 
pursuant to Section 10.2 with respect to the standard method 
of distribution in the form of a Qualified Joint and Survivor 
Annuity.

			The applicable period for a Participant is the 
later of (A) the period beginning with the first day of the 
Plan Year in which the Participant attains age thirty-two 
(32) and ending on the close of the Plan Year in which the 
Participant attains age thirty-five (35), or (B) a reasonable 
period ending after the individual becomes a 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 thirty-five (35).

			For purposes of applying the event described in 
(B) of the preceding paragraph, a reasonable period ending 
after the individual becomes a Participant is the end of the 
two (2)-year period beginning one (1) year prior to the 
Participant's Participation Date, and ending one (1) year 
after such Participation Date.  In the case of a Participant 
who separates from service before the Plan Year in which the 
Participant attains age thirty-five (35), notice shall be 
provided within the two (2)-year period beginning one (1) 
year prior to separation and ending one (1) year after 
separation.  If such a Participant thereafter returns to 
employment with the Employer, the applicable period for such 
Participant shall be redetermined.

			(2)	Spousal Consent and Qualified Election.  At 
any time prior to the Participant's Annuity Starting Date (as 
defined in Section 2.8), a Participant may make a qualified 
election in writing, within the election period beginning on 
the first day of the Plan Year in which the Participant 
attains age thirty-five (35) (or beginning on the date of the 
Participant's separation from service if the Participant's 
separation occurs prior to such date) and ending on the date 
of the Participant's death, to waive the Qualified 
Preretirement Survivor Annuity form of death benefit and to 
designate a nonspouse Beneficiary to receive the death 
benefit otherwise payable to such Spouse.  Any such waiver of 
a Qualified Preretirement Survivor Annuity form of death 
benefit 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.  If it 
is established to the satisfaction of a Plan representative 
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 the 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 that the Spouse 
voluntarily elects to relinquish such right. 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.  
However, once the Spouse has consented to the Participant's 
election, such Spouse's consent cannot be revoked unless the 
Participant also revokes the Participant's election.  No 
consent obtained under this provision with regard to waiver 
of a Qualified Preretirement Survivor Annuity form of benefit 
shall be valid unless the Participant has received notice as 
provided in the preceding paragraph (1).

7.4 Death Benefits Attributable to ESOP Accounts

	The following provisions describe the death benefits under 
this Article, if any, attributable to a deceased Participant's ESOP 
Accounts and 401(k) Employer Stock Account:

		(a)	Unmarried Participants.  Upon the death of an 
unmarried Participant, the entire amount of the Participant's 
Vested Account balance shall be paid as soon as practicable (unless 
deferred) in a lump sum to the Participant's Beneficiary.  Except 
to the extent that a Qualified Domestic Relations Order may be 
applicable.  The Beneficiary of an unmarried Participant may elect 
an installment form of payment described at Section 11.2(c).  

		(b)   Married Participants.  Upon the death of a 
married Participant, the entire amount of the Participant's Vested 
Account balance shall be paid as soon as practicable (unless 
deferred) in a lump sum to the Participant's Beneficiary.  A 
married Participant's surviving Spouse must be the Beneficiary for 
one hundred percent (100%) of such death benefit, except to the 
extent that the surviving Spouse has consented to the designation 
of a nonspouse Beneficiary pursuant to Section 11.3 of the Plan.  
For purposes of this subsection (b), a former Spouse will be 
treated as a Participant's surviving Spouse to the extent provided 
under a Qualified Domestic Relations Order.

		(c)   Deferral of Receipt of Death Benefit.  Any person 
entitled to receive a death benefit pursuant to this Section may 
defer the receipt of such death benefit, as described in the 
provisions of Section 7.3(c).  During any period of deferral, the 
portion of the deceased Participant's Account(s) payable as a death 
benefit to such person shall be entitled to receive allocations of 
gain or loss in the same manner as other Accounts.

		(d)   Effect of Beneficiary's Death.  In the event that 
a Beneficiary survives the Participant but dies before full payment 
of the Participant's Vested Account balance, the remaining balance 
of such Account(s) shall be paid as soon as practicable to the 
Beneficiary, if any, designated by such deceased Beneficiary, or to 
the Beneficiary's estate if the Beneficiary made no such 
beneficiary designation.  Section 2.10 contains additional rules 
regarding Beneficiary designation, including the provision that if 
a Beneficiary fails to survive the Participant, then the 
Beneficiary designation is null and void.

8. SEVERANCE FROM SERVICE PRIOR TO RETIREMENT, DISABILITY OR DEATH:  
VESTING AND FORFEITURES

8.1 Vested Benefit

		If as of a Participant's date of termination of Service 
with the Employer the Participant is not entitled to a benefit 
under ARTICLE 6 (i.e., a Retirement or Disability benefit, or 7 
(i.e., a Death benefit), the Participant may be entitled to a 
Vested Benefit under this Section.  Such Vested Benefit shall be 
equal to the Vested and nonforfeitable percentage of the aggregate 
of Participant's Employer Accounts determined in accordance with 
the Vesting Schedule described in Section 8.2, together with one 
hundred percent (100%) of all of the Participant's other Accounts.  
Notwithstanding such Vesting Schedule, a Participant's right to all 
of the Participant's Accounts, including the Participant's Employer 
Accounts described in Section 8.2 hereof shall be nonforfeitable 
upon the attainment of the Participant's Normal Retirement Date or 
Early Retirement Date.  Furthermore, all of a Participant's 
Accounts become fully vested and nonterminable in the Plan Year of 
Plan termination.  

8.2 Vesting Schedule

	At the Participant's Normal Retirement Date or Early 
Retirement Date, or at the time a Participant terminates Service by 
reason of Disability or death, or if the Plan is terminated, the 
amount of the Participant's Employer Matching Account, Employer 
Profit Sharing Account, Retirement Plan Accounts and ESOP Accounts 
shall be fully vested and nonforfeitable.  Upon the termination of 
a Participant's Service for any other reason, the amount in the 
Participant's Employer Matching Contributions Account, Employer 
Profit Sharing Account, Retirement Plan Account and ESOP Accounts 
shall be vested in the Participant according to the following 
schedule:

	Years of Vesting Service	Percentage of Each
					Employer Account Vested

	       Less than 4 years				       
0%
	       4 years					       
40%
	       5 years or more				     
100%

	The amount credited to the Participant's other Accounts shall 
be fully vested and non-forfeitable at all times.

8.3 Employer Contribution Forfeitures in General

		(a)	Transfer of Forfeitures to Forfeiture Suspense 
Account.  Upon the termination of Service with the Employer of a 
Participant who is not fully Vested in the value of all the 
Participant's Accounts, the value of the Participant's Accounts as 
of the Allocation Date immediately preceding such termination which 
is in excess of the amount which is Vested and which are therefore 
forfeitable in accordance with the provisions of the Vesting 
Schedule shall be credited to the Participant's Forfeiture Suspense 
Account associated with the type of Employer contribution which is 
being forfeited.  It is noted that a Participant who has terminated 
Service shall be treated as fully Vested in the remaining value of 
the Participant's Accounts during the period after the forfeiture 
is credited to the Participant's Forfeiture Suspense Account.  Gain 
or loss shall be allocated to such Forfeiture Suspense Account in 
accordance with Section 5.4 hereof.

		(b)	Forfeiture on Distributions and Rehire in Plan 
Year of Distributions.  In the event of distribution of the entire 
Vested balance of a Participant's Accounts, any amount credited to 
the Participant's Forfeiture Suspense Account shall be forfeited as 
of the date of such distribution.  However, if the Participant is 
reemployed by the Employer as an Employee, prior to the end of the 
Plan Year in which such distribution occurs, the amount credited to 
each Participant's Forfeiture Suspense Account shall be restored to 
the Participant's Account with respect to which the forfeiture was 
made and accounted for separately thereunder.  Thereafter the value 
of the Vested interest in these  restored Participant's Accounts 
shall be determined in accordance with Section 8.2.

		(c)	Forfeiture on Five Breaks In Service.  Any amount 
credited to a Participant's Forfeiture Suspense Account that has 
not been previously forfeited in accordance with the foregoing 
subsection (b) shall be forfeited as of the Allocation Date 
coincident with or next following the date when the Participant 
incurs five (5) consecutive one (1) year Breaks in Service.

		(d)	All amounts credited to a Forfeiture Suspense 
Account shall continue to be held until a forfeiture occurs 
pursuant to the foregoing subsection (b) or subsection (c) and 
shall receive allocations of gain or loss pursuant to Section 5.4 
hereof.

		(e)	Neither the Participant whose interest has been 
forfeited as provided in the preceding subsection (b) or (c), nor 
the Participant's Beneficiary, executor, administrator or other 
person claiming on the Participant's behalf shall thereafter be 
entitled to any such forfeited interest.

		(f)	The amounts forfeited under the provisions of 
subsection (b) or (c) of this Section shall be applied as soon as 
possible to reduce Matching Employer Contributions, or in excess of 
the amount needed to meet the targeted match, then allocated as 
Employer Profit Sharing Contributions under the Plan, and for all 
purposes of the Plan, including allocation, shall be treated as an 
Employer contribution for the Plan Year in which they are so 
applied; provided, however, that Employer Contribution Forfeitures 
may also be used to restore a reemployed Participant's Accounts as 
provided in Section 8.4.

8.4 Restoration of Amounts Credited to Employer Contribution 
Forfeiture Suspense Accounts and Possible Repayment 
Requirement for Participants' With Vested Benefits

		(a)	Reemployment Before Five Breaks In Service If 
Forfeiture Did Not Occur.  In the event of a Participant's 
reemployment prior to incurring five (5) consecutive one (1) year 
Breaks in Service after the Participant's termination of Service, 
any amount credited to the Participant's 401(k) Forfeiture Suspense 
Account, Retirement Plan Forfeiture Suspense Account and ESOP 
Forfeiture Suspense Account that has not yet been forfeited 
pursuant to Section 8.3(b) of the Plan shall be restored to the 
Participant's Accounts from which the forfeitures occurred as of 
the date of the Participant's  reemployment.

		(b)	Reemployment Before Five Breaks In Service If 
Forfeitures Did Occur.  In the event of a Participant's 
reemployment prior to incurring five (5) consecutive one (1) year 
Breaks in Service after such termination of employment, any amount 
that was credited to a Forfeiture Suspense Account and actually 
forfeited as a result of a distribution of the entire Vested 
balance of the Participant's Accounts shall be restored to the 
Participant's Accounts if and only if the Participant repays to the 
Trust a single sum equal to the full amount of such distribution 
prior to the earlier of the fifth (5th) anniversary of the 
Participant's reemployment or the date that the Participant incurs 
five (5) consecutive one (1) year Breaks in Service after the date 
of distribution.  Thereafter, these restored Participant's Accounts 
shall be accounted for separately.  Any Employer Contribution 
Forfeitures occurring with respect to other Participants in the 
Plan Year the Participant makes the required repayment shall first 
be used to restore the amount that the Participant forfeited.  If 
Employer Contribution Forfeitures with respect to other 
Participants in the current Plan Year are insufficient to provide 
the necessary funds for all required restoration of forfeitures, 
then the Employer shall contribute the additional amount to the 
Plan that is necessary for such purpose.

		(c)	Reemployment After Five Breaks In Service.  A 
Participant who terminated employment with the Employer and is only 
reemployed after incurring five (5) consecutive one (1) year Breaks 
in Service shall not have any forfeiture restored to the 
Participant's Accounts and shall not be permitted to repay any 
amounts distributed.

		(d)	"Pre- and Post-1985 Rule of Parity," as applied 
to Vesting Service, means that the rules stated in this paragraph 
shall be applied to disregard certain Years of Vesting Service.  If 
a former Participant had no right to a deferred vested percentage 
of all or any portion of the Participant's Accounts subject to the 
Vesting Schedule upon termination of employment and the Participant 
incurred a Break in Service prior to the Participant's reemployment 
and prior to the first day of the Plan Year beginning in 1985, then 
the Participant's Years of Vesting Service, which was earned prior 
to the Participant's Break in Service shall be disregarded if and 
only if the total of the Participant's consecutive Breaks in 
Service as of the last day of the Plan Year beginning in 1984 
equals or exceeds the Participant's Vesting Service earned prior to 
such consecutive Breaks in Service.  If a former Participant had no 
right to a deferred vested percentage of all or any portion of the 
Participant's Accounts subject to the Vesting Schedule upon the 
Participant's termination of employment, then the Participant's 
Years of Vesting Service, which was earned prior to the 
Participant's Break in Service and not disregarded in accordance 
with the preceding sentence shall be disregarded if and only if (1) 
the total of the Participant's consecutive Breaks in Service prior 
to the Participant's reemployment equals or exceeds the 
Participant's Years of Vesting Service earned prior to such 
consecutive Breaks in Service and (2) the Participant has not 
incurred at least five (5) consecutive Breaks in Service 
immediately prior to such reemployment.  If a former Participant 
had a right to a deferred vested percentage of all or any portion 
of his accounts subject to the Vesting Schedule as of the date of 
the Participant's termination of employment, then upon reemployment 
the Participant shall receive credit for the Participant's Years of 
Vesting Service earned prior to such Break in Service and not 
previously disregarded.

8.5 Forfeiture and Restoration if No Vested Account Balance

		(a)	In General.  This Section 8.5 shall apply in lieu 
of Sections 8.3, 8.4 and 8.6 upon the termination of a 
Participant's Service who has no Vested balance in any of the 
Participant's Employer Accounts pursuant to the Vesting Schedule.  
The value of such Accounts of the Participant, including any final 
allocation which the Participant would have been entitled to 
receive, shall be deemed to have been distributed to the 
Participant and shall be forfeited upon the Participant's 
termination of employment.  The amount forfeited in accordance with 
this Section shall be utilized as provided in Section 8.3(f), 
unless such Employer Contribution Forfeitures are used to restore a 
re-employed Participant's Accounts as provided in the following 
subsection (b).  Neither the Participant whose interest has been 
forfeited as provided in this Section 8.5(a), nor the Participant's 
Beneficiary, executor, administrator or other person claiming on 
the Participant's behalf shall thereafter be entitled to any such 
forfeited interest, except as otherwise provided in the following 
subsection (b).

		(b)	Restoration of Forfeited Accounts.  In the event 
of a Participant's reemployment with the Employer prior to 
incurring five (5) consecutive one (1) year Breaks in Service after 
the Participant's termination of employment, any amount forfeited 
as of the date of the Participant's reemployment shall be restored 
as provided herein.  Any Employer Contribution Forfeitures 
occurring in the Plan Year the Participant is re-employed shall 
first be used to restore the amount that the Participant forfeited.  
If Employer Contribution Forfeitures in the current Plan Year are 
insufficient to provide the necessary funds for all required 
restoration of Employer Contribution Forfeitures, then the Employer 
shall contribute the additional amount to the Plan that is 
necessary for such purpose.  A Participant who terminated 
employment with the Employer and is only reemployed after incurring 
five (5) consecutive one (1) year Breaks in Service shall not have 
any forfeiture restored to the Participant's Accounts.  

8.6 Vested Interest in Employer Account after a Distribution 
or after Termination of Employment

		(a)	This Section 8.6 shall be inapplicable to the 
extent a Participant terminates Service with a zero percent (0%) 
Vested interest in the Participant's Employer Account.

		(b)	Except as provided in the following subsection 
(c), at any time after a distribution has been charged in whole or 
in part against a Participant's Employer Accounts as described in 
Section 8.2 hereof and before such Participant is fully Vested in 
accordance with the provisions of the Vesting Schedule hereof, the 
value of a Participant's Vested interest in the Participant's 
Employer Accounts as of any Valuation Date for any purpose, 
including the determination of the amount which is to be allocated 
to an Employer Contribution Forfeiture Suspense Account upon a 
subsequent termination of the Participant's employment, shall be 
equal to (1) minus (2), but not less than zero (0), where:

	(1)	equals the Participant's 
Vested percentage, determined in 
accordance with the Vesting Schedule, 
multiplied by the sum of (A) the value 
of the Participant's Employer Account as 
of the Allocation Date plus (B) the 
aggregate amount of all distributions as 
of such Allocation Date; and

	(2)	equals the aggregate amount 
of all prior distributions chargeable 
against the Participant's Employer 
Accounts under Section 8.2 hereof.

		(c)	A Participant who has terminated Service shall be 
treated as fully Vested in the remaining value of the Participant's 
Employer Accounts during the period when an amount is credited to a 
Forfeiture Suspense Account of the Participant.  A Participant who 
has forfeited the value of the Participant's Employer Accounts that 
was transferred to the Participant's Forfeiture Suspense Accounts 
shall at all times thereafter be fully Vested in the value of 
nonforfeited amounts in the Participant's Employer Accounts; 
provided, however, that if the Participant exercises the 
Participant's repayment right, if any, under Section 8.4 hereof, 
then the regular Vesting Schedule shall apply thereafter to the 
Participant's restored Employer Accounts.  Also, if a Participant 
who has forfeited the value of the Participant's Employer Accounts 
that was transferred to the Forfeiture Suspense Account of the 
Participant is reemployed by the Employer and either has not yet 
exercised the Participant's repayment rights under Section 8.4(b) 
hereof or has no such repayment rights because the Participant was 
only reemployed after incurring five (5) consecutive one (1) year 
Breaks in Service, then any subsequent Employer contributions to 
which the Participant is entitled shall be allocated to a separate 
Qualified Nonelective Employer Account, Employer Matching Account 
or Employer Profit Sharing Account, as the case may be, until such 
time as the Participant is fully Vested in accordance with the 
provisions of Section 8.2 hereof.  In any event, the Vested value 
of a Participant's Employer Accounts shall only be distributed in 
accordance with the following ARTICLE 12.

9. SPECIAL PROTECTED BENEFIT DISTRIBUTION RULES RELATING TO THE 
401(K) PLAN ACCOUNTS (OTHER THAN THE 401(K) PLAN EMPLOYER STOCK 
ACCOUNT)

9.1 Provisions in General

	The Provisions of this Article shall apply only to the 401(k) 
Plan Accounts (except the 401(k) Employer Stock Account to which 
Article 11 is applicable) after January 1, 1998 and shall be 
effective as opposed to the other provisions of the Plan applicable 
to the Retirement Plan Accounts in ARTICLE 10 and the ESOP Accounts 
in ARTICLE 11.  However, the distribution provisions herein shall 
be subject to the legal restrictions and general distribution rules  
set forth in ARTICLE 12 (i.e., Code Section 401(a)(9) rules 
applicable to all plans qualified for tax favorable treatment under 
Section 401(a) of the Code.  

9.2 Method of Distribution and Right of Surviving Spouse to 
Death Benefit

		(a)	Normal Method of Distribution.  The normal method 
of distribution of the Vested balance of a Participant's 401(k) 
Plan Accounts (other than the Participant's 401(k) Employer Stock 
Account to which Article 10 is applicable) shall be a lump sum: 
provided, however, that a Participant (or the Participant's 
Beneficiary in the event of the Participant's death) may elect to 
receive payment in installments in accordance with Section 9.2(b) 
hereof.  Except as otherwise provided herein, the Beneficiary of a 
married Participant must be the Participant's Spouse with respect 
to any distribution of death benefits that is made on or after 
August 23, 1984.  Any designation of a nonspouse Beneficiary to 
receive a death benefit under this Article by a Participant who has 
a surviving Spouse, whether the designation was made before or 
after the date of adoption of this amended and restated Plan 
effective as of January 1, 1998, shall be ineffective unless the 
surviving Spouse consents to the Participant's designation of a 
nonspouse Beneficiary as provided in the following Section 9.3 or 
files a disclaimer as provided in the following Section 12.5. For 
purposes of this Section 9.2 and the following Section 9.3, a 
former Spouse will be treated as the Participant's surviving Spouse 
to the extent required by a Qualified Domestic Relations Order.

		(b)	Installment Method of Distributions.  The 
installment method of distribution specifying the number and 
frequency of such installments shall be determined in accordance 
with Section 12.7 over a period selected by the Participant (or the 
Participant's Beneficiary) and not exceeding the maximum 
permissible period determined in accordance with Section 12.1 
hereof.

		(c)	No Annuity Distribution Option.  Since no annuity 
option is associated with the Plan's 401(k) Plan Accounts (other 
than the Participant's 401(k) Employer Stock Account) and since 
this Plan provides that a Participant's remaining Vested balance of 
the Participant's 401(k) Plan Accounts (other than the 
Participant's 401(k) Employer Stock Account) is payable in full to 
the Participant's surviving Spouse, if any, this Plan is not 
required by the Retirement Equity Act of 1984 to provide payment of 
benefits in the form of a Qualified Joint and Survivor Annuity or a 
Qualified Preretirement Survivor Annuity with respect to benefits 
derived from the 401(k) Plan Accounts (other than the Participant's 
401(k) Employer Stock Account).

9.3 Consent by Spouse to Designation of Nonspouse Beneficiary

		(a)	The Vested balance of a Participant's 401(k) 
Accounts (other than the Participant's 401(k) Employer Stock 
Account) shall be distributed to a nonspouse Beneficiary of a 
married Participant if and only if the Participant's surviving 
Spouse has consented in writing to the Participant's election to 
designate a nonspouse Beneficiary as provided in this Section 9.3 
(or has filed a disclaimer as provided in the following Section 
12.5).  Such spousal consent shall not be required if the 
Participant had earlier established to the satisfaction of the 
Employer that the consent could not be obtained because the Spouse 
could not be located or because of such other circumstances as the 
Secretary of the Treasury may prescribe by regulations.

		(b)	Any such written consent by a Participant's 
surviving Spouse shall acknowledge the effect of the Participant's 
designation of a nonspouse Beneficiary, must be limited to a 
benefit for a specific alternate Beneficiary, and must be witnessed 
by a Plan representative or by a notary public.

9.4 Date of Distribution

		(a)	Distribution of a Participant's Vested balance of 
the Participant's 401(k) Plan Accounts (other than the 
Participant's 401(k) Employer Stock Account to which Article 11 is 
applicable) shall be made or commenced by the Trustee as soon as 
practicable after the Participant has terminated employment with 
the Employer and files a written request for such a distribution on 
a form provided by the Plan Administrator for such purpose.  Such a 
written request shall be treated as a claim for benefits and shall 
be processed as required by Section 16.2.  Such a request shall 
specify the form of payment desired by the Participant and the 
requested date of distribution, which should allow a reasonable 
period of time for processing the request pursuant to Section 16.2.  
The Employer and the Trustee shall comply with any reasonable 
request to the extent possible.  The value of any distribution made 
in Employer Stock shall be based on the value of the Stock as of 
the last business day of the month immediately prior to the 
requested date of distribution.  However, the Employer may delay 
distribution until valuation information is available as of the 
next Allocation Date if that is deemed in the best interests of 
other Participants.  Additionally, distribution may be delayed a 
reasonable period of time if necessary to liquidate sufficient 
assets to make such distribution without incurring unreasonable 
losses.

		Notwithstanding the foregoing, a Participant who has 
been reemployed by the Employer (or is employed by any other 
employer required to be aggregated with the Employer under Section 
414(b), (c), (m) or (o) of the Code) shall not be entitled to 
receive a distribution from the Plan as long as the Participant 
remains employed by the Employer, except as required by Section 
12.1 hereof.

		If a Participant is entitled to a final allocation at 
termination of employment, distribution of the Vested balance of 
the Participant's 401(k) Plan Accounts in the Plan (other than the 
Participant's 401(k) Employer Stock Account to which Article 11 is 
applicable) shall normally be delayed until the final allocation of 
the Plan Year in which termination of Service occurred reflecting 
all allocations which respect to the Participant are completed.  A 
Participant who is entitled to a final allocation at termination of 
Service may request an earlier distribution based on the Vested 
balance in the Participant's 401(k) Plan Accounts in the Plan 
(other than the Participant's 401(k) Employer Stock Account) as of 
the Allocation Date immediately preceding the Participant's 
termination of Service (to be followed as soon as practicable after 
such final allocations have been made with a supplemental 
distribution for the Allocation Period in which termination of 
employment occurred).  The Plan Administrator shall authorize 
distribution as soon as practicable after receiving such a request 
for an earlier distribution.

		(b)	A Participant may defer the date of distribution 
until a distribution is required in accordance with the minimum 
distribution rules of Section 401(a)(9) of the Code, as reflected 
in Section 12.4 by requesting such deferral in writing delivered to 
the Employer.  During such period of deferment such Participant 
shall share in allocation of Trust Fund gain or loss as described 
in Section 5.4 hereof.

		(c)	Unless the distribution is deferred by the 
Participant, then it must commence within sixty (60) days after the 
latest of (1) the Participant's termination of employment, (2) the 
Participant's attainment of the earlier of age sixty-five (65) or 
the Participant's Normal Retirement Date, or (3) the tenth (10th) 
anniversary of the Participant's initial date of Plan 
participation.

		(d)	Pursuant to Section 411(a)(11) of the Code, 
written consent by the Participant is required prior to the 
commencement of a distribution at any time prior to the date that 
the Participant attains the later of age sixty-two (62) or the 
Participant's Normal Retirement Date, without regard to whether or 
not the value of the Participant's Vested Account balance derived 
from the Participant's aggregate Accounts exceeds (or at the time 
of any prior distribution exceeded) five thousand dollars ($5,000).

		Any such required consent by a Participant shall be 
obtained in writing within the ninety (90)-day period ending on the 
Annuity Starting Date.  The Plan Administrator shall notify the 
Participant of the right to defer any distribution until the 
Participant attains the later of age sixty-two (62) or the 
Participant's Normal Retirement Date (or until such later date as 
the Plan may permit deferral).  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 Section 417(a)(3) of the Code, and shall be 
provided no less than thirty (30) days and no more than ninety (90) 
days prior to the annuity starting date.

		In any event, neither the consent of the Participant 
nor the Participant's Spouse shall be required to the extent that a 
distribution is required to satisfy Section 401(a)(9) or Section 
415 of the Code.  In addition, upon termination of this Plan if the 
Plan does not offer an annuity option (purchased from a commercial 
provider), any distribution to a Participant shall not require the 
consent of such Participant (or the Participant's Spouse) unless 
another qualified defined contribution plan (other than the ESOP) 
is ever in the future maintained by the Employer in the future or 
an employer required to be aggregated with the Employer under 
Section 414(b), (c), (m) or (o) of the Code.  If such a qualified 
defined contribution plan is ever in the future maintained by the 
Employer or an employer required to be aggregated with the Employer 
under Section 414(b), (c), (m) or (o) of the Code, then, upon 
termination of the Plan, distribution to a Participant, without 
regard to whether or not the Participant's total Vested Account 
balances exceeds five thousand dollars ($5,000), shall only be made 
if such Participant consents in writing to such distribution; 
provided however that if the Participant fails to consent in 
writing to such distribution within thirty (30) days after an 
appropriate notice explaining the availability of such a 
distribution is given to the Participant, the Employer may direct, 
without the written consent of the Participant (or the 
Participant's Spouse), that the Participant's Vested Account 
balance be transferred to such other defined contribution plan (or 
any of them if there is more than one) maintained by the Employer 
or an employer required to be aggregated with the Employer under 
Section 414(b), (c), (m) or (o) of the Code.

		(e)	In the event of a Participant's death before 
receipt of the Participant's entire Vested Account balance, any 
balance shall be payable to the Participant's Beneficiary in 
accordance with the rules governing death benefits set forth in 
Section 7.2.  The consent provisions of the preceding subsection 
(d) do not apply after the death of the Participant.

10. SPECIAL PROTECTED BENEFIT DISTRIBUTION RULES RELATING TO THE 
RETIREMENT PLAN ACCOUNTS

10.1 Provisions In General

	The provisions of this Article shall apply only to the 
Retirement Plan Accounts after January 1, 1998 and shall be 
effective in lieu of the other distribution provisions of this Plan 
specifically to the 401(k) Plan Accounts in ARTICLE 9 and the ESOP 
Accounts in ARTICLE 11.  However, the distribution provisions 
herein shall be subject to the general distribution rules (i.e., 
the Code Section 401(a)(9) rules applicable to all plans qualified 
for tax favorable treatment under Section 401(a) of the Code) set 
forth in ARTICLE 12.  

10.2 Methods of Distribution upon Termination of Employment 
or Retirement

		(a)	Normal Form of Benefit Payment.  Unless an 
optional form of benefit is selected pursuant to a qualified 
election within the ninety (90)-day period ending on the "Annuity 
Starting Date" (as defined in the following subsection (e)) a 
married Participant's Retirement Plan Accounts will be paid in the 
form of Qualified Joint and Survivor Annuity and an unmarried 
Participant's Account will be paid in the form of a Life Annuity.  
The Participant may elect such an annuity distribution whenever the 
Participant is entitled to elect a date of distribution pursuant to 
Section 10.3.  However, certain small benefits shall be cashed out 
pursuant to Section 12.3.

		(b)	The Purchase of an Annuity to Pay Benefits.  Such 
Life Annuity or Qualified Joint and Survivor Annuity shall be 
provided by a nontransferable annuity contract purchased by the 
Trustee with the lump sum value of the Participant's entire 
Retirement Plan Accounts from an insurance company (based on unisex 
purchase rates) approved by the Employer.  Only the Spouse to whom 
the Participant is married at the time that benefits commence shall 
be entitled to receive payments under such a survivor annuity, 
except to the extent that a Qualified Domestic Relations Order may 
have provided that a former Spouse is treated as the Participant's 
Spouse for such purpose prior to the time that benefits commence.  
The terms of any annuity contract purchased or distributed by the 
Plan to a Participant or a Participant's Spouse shall comply with 
the requirements of Section 401(a)(9) of the Code and the 
regulations thereunder set forth in Section 12.1 hereof.

		(c)	Spouse Automatically Beneficiary.  The 
Beneficiary of a married Participant under the Plan must be the 
Participant's Spouse, as provided in this Section, unless a 
nonspouse Beneficiary is validly designated as provided herein.  
Any designation of a nonspouse Beneficiary to receive a death 
benefit under this ARTICLE by a Participant who has a surviving 
Spouse shall be ineffective unless the surviving Spouse consents in 
writing to the Participant's designation of a nonspouse Beneficiary 
or files a disclaimer as provided in Section 12.5.  Any such 
written consent by a Participant's surviving Spouse shall 
acknowledge the effect of the Participant's designation of a 
nonspouse Beneficiary, must be limited to a benefit for a specific 
alternate Beneficiary (unless the Spouse expressly permits a later 
change of Beneficiary by the Participant without any further 
spousal consent), and must be witnessed by a Plan representative or 
notary public.  Such spousal consent shall not be required if the 
Participant establishes to the satisfaction of the Employer that 
the consent cannot be obtained because the Spouse cannot be located 
or because of such other circumstances as the Secretary of the 
Treasury may prescribe by regulations.  For purposes of this 
Section 10.2, a former Spouse will be treated as the Participant's 
surviving Spouse to the extent required by a Qualified Domestic 
Relations Order.

		(d)	Death Before Commencement of Benefits.  If a 
married Participant dies before commencement of the Participant's 
benefits, distribution of any benefits to which this Section 10.2 
applies shall be payable solely according to the provisions of 
Sections 7.3, which include provision for a Qualified Preretirement 
Survivor Annuity unless waived by the Participant with the 
requisite spousal consent.  If an unmarried Participant dies before 
commencement of the Participant's benefits, distribution of the 
Participant's benefits hereunder also shall be subject to the 
provisions of Section 7.3 hereof.

		(e)	Optional Form of Benefit Distribution.  Subject 
to the provisions of this Section, a Participant (or, in the event 
of the Participant's death, a Beneficiary entitled to receive a 
distribution under the Plan) may elect, as provided in this 
subsection (e), an optional method of distribution of the value of 
the Participant's Account(s) from among the following methods:

			(1)	a lump sum; or

			(2)	installments determined in accordance with 
Section 12.7(c) of the Plan over a period selected by the 
Participant (or the Participant's Beneficiary) of an amount 
not less than the minimum payment required under Section 12.1 
hereof and not exceeding the period permitted under Section 
12.7(c) or the maximum permissible period determined in 
accordance with Section 12.1 hereof; or

			(3)	level monthly payments under a 
nontransferable annuity contract purchased by the Trustee 
with the lump sum value of such vested interest (or the 
portion thereof being distributed in this method) from an 
insurance company (based on unisex purchase rates) as 
directed by the Plan Administrator payable:

				(i)	for the lifetime of the Participant 
(or if the Participant has already died, for the 
Beneficiary's lifetime),

				(ii)	for the Participant's lifetime with a 
guaranteed minimum number of payments not exceeding the 
Participant's life expectancy at the annuity 
commencement date, or

				(iii)	for the Participant's lifetime with 
provisions for continuing level monthly payments of a 
specified percentage (not exceeding one hundred percent 
(100%)) of the amount of such Participant's monthly 
payments for the lifetime of the Participant's 
Beneficiary; provided, however, if the Beneficiary is 
other than the Participant's Spouse, the present value 
of payments expected to be made to the Participant must 
exceed fifty percent (50%) of the present value of 
total payments expected to be made to the Participant 
and the Participant's Beneficiary; or

			(4)	any combination of the foregoing which in 
the aggregate is equivalent to the lump sum value of such 
Vested Retirement Plan Accounts.

		A Participant (or, in the event of the Participant's 
death, a Beneficiary entitled to receive a distribution under the 
Plan) may elect, from among the methods specified in this 
subsection (e), an optional method of distribution of the 
Participant's Vested Retirement Plan Accounts.  Such election and 
the revocation or change of such election shall be made in writing, 
in the form and manner prescribed by the Plan Administrator.  The 
period for making such election shall begin on a Participant's 
Participation Date and end on the date that distribution of 
benefits to the Participant commences.  Notwithstanding the 
foregoing, a Participant may only elect an optional method of 
distribution pursuant to the rules and conditions stated in the 
following subsection (f).

		(f)	Spousal Notice Requirement in General.  Except 
for small benefit cashouts made pursuant to Section 12.4, the 
following rules and conditions shall apply regarding notice to 
Participants of the right to elect not to receive distribution in 
the form otherwise provided pursuant to the preceding subsection 
(a) and regarding the requirement that a married Participant's 
Spouse consent to any such election:

	(1)	Timing and Context of Notice.  A Participant 
shall receive election information from the Employer 
regarding a Qualified Joint and Survivor Annuity if the 
Participant is married (or a Life Annuity if the Participant 
is unmarried) no less than thirty (30) days and no more than 
ninety (90) days prior to the Annuity Starting Date. Such 
election information shall contain a written explanation of 
(i) the terms and conditions of the Qualified Joint and 
Survivor Annuity if the Participant is married or the Life 
Annuity if the Participant is unmarried, (ii) the 
Participant's right to make and the effect of an election to 
waive the Qualified Joint and Survivor Annuity if the 
Participant is married or the Life Annuity if the Participant 
is unmarried, (iii) the rights of a married Participant's 
Spouse to consent in writing to such election or to withhold 
such consent, and (iv) the Participant's right to revoke an 
election and the effect of such revocation.

	(2)	Spousal Consent and Qualified Election.  A 
Participant may elect in writing, within the election period 
beginning ninety (90) days prior to the Participant's Annuity 
Starting Date not to have the Participant's benefits from 
Vested Retirement Plan Accounts paid in the form of a 
Qualified Joint and Survivor Annuity if the Participant is 
married or in the form of a Life Annuity if the Participant 
is unmarried.  Any such waiver of a Qualified Joint and 
Survivor Annuity form of benefit by a married Participant 
with respect to Vested Retirement Plan Accounts shall not be 
effective unless: (A) the married 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 a 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 
Employer that there is no Spouse or that the Spouse cannot be 
located, a waiver will be deemed a qualified election.  It is 
noted that spousal consent is not required pursuant to 
Section 12.4 if the vested value of the Participant's 
Accounts in the aggregate are less than five thousand dollars 
($5,000).

	Any consent by a Spouse obtained under this provision 
(or the 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.  However, once a Spouse has consented to a 
Participant's election, such Spouse's consent cannot be 
revoked unless the Participant also revokes the Participant's 
election.  No consent obtained under this provision with 
regard to waiver of a Qualified Joint and Survivor Annuity 
form of benefit shall be valid unless the Participant has 
received notice as provided in the preceding paragraph (1).  
If a Participant is divorced prior to the Annuity Starting 
Date, any election made hereunder while the Participant was 
married shall remain in force unless the Participant changes 
such election, the Participant is remarried, or a Qualified 
Domestic Relations Order provides to the contrary.

			(3)	Notwithstanding the foregoing provisions of 
this subsection (f) and in addition to the exception for 
certain small benefit cashouts made pursuant to Section 12.4, 
certain exceptions to these consent rules are specified in 
Section 10.3(d) hereof.

		(g)	For purposes of this Section, if a Participant 
dies after the Annuity Starting Date, the Spouse to whom the 
Participant was married on the Annuity Starting Date shall be the 
Spouse who is entitled to any survivor annuity hereunder, even if 
the Participant is not married to such Spouse on the date of the 
Participant's death, unless otherwise provided in a Qualified 
Domestic Relations Order.  A former Spouse will be treated as the 
Spouse to whom the Participant is married on the Annuity Starting 
Date to the extent provided under a Qualified Domestic Relations 
Order.

		(h)	Notwithstanding the foregoing, with respect to 
benefits from the Retirement Plan which commenced prior to August 
23, 1984, only the forms of distribution available under the 
provisions of the Retirement Plan which were in effect as of the 
date of distribution, disregarding this Plan as amended and 
completely restated effective as of January 1, 1989, are required 
to have been made available, and the consent of a surviving Spouse 
shall not be required with respect to any such benefit which 
actually commenced prior to August 23, 1984.

10.3 Date of Distribution

		(a)	General Rule.  A Participant who terminates 
employment with the Employer shall be entitled to request 
distribution of the Participant's Vested interest in the Plan at 
any time after the Participant's termination of employment.  Actual 
distribution to a Participant who is entitled to request a 
distribution in accordance with this subsection shall be made or 
commenced as soon as practicable after such a Participant has filed 
a written application requesting a distribution, and the 
distribution shall be made or commenced in accordance with the date 
of distribution requested to the extent practicable.  No 
distribution shall be made to a Participant during the 
Participant's continued employment with the Employer.  In addition, 
a Participant who has been reemployed shall not be entitled to 
receive a distribution from the Plan as long as the Participant 
remains employed by the Employer, except as required by Section 
12.1.  Also, it should be noted that certain small benefits will 
automatically be cashed out in accordance with the provisions of 
Section 12.4 without any request by the Participant.

		The Employer and the Trustee shall comply with any 
reasonable request to the extent possible, but they may delay the 
distribution until valuation information is available as of the 
next Valuation Date if that is deemed in the best interests of 
other Participants.  Furthermore, distribution may be delayed a 
reasonable period of time if necessary to liquidate sufficient 
assets to make such distribution without incurring unreasonable 
losses.

		(b)	Right to Defer Distribution.  Prior to the 
receipt of the value of the Participant's Account(s), a Participant 
who terminates employment prior to age seventy and one-half 
(70-1/2) may elect, by written election on a form approved by the 
Administrator, to defer receipt of the value of the Participant's 
Account(s) for any period of time, provided that distribution must 
be made in compliance with the provisions of Section 12.1 hereof.

		(c)	ERISA Distribution Rules.  In order to comply 
with ERISA, if a Participant has neither requested distribution nor 
elected to defer, then distribution must be made or commenced not 
later than sixty (60) days after the end of the Plan Year in which 
occurs the latest of (1) the Participant's termination of Service, 
(2) the Participant's Normal Retirement Date, or (3) the tenth 
(10th) anniversary of the Participant's initial participation date.

		(d)	Requirement for Consent by Participant (and 
Spouse).  Pursuant to Section 411(a)(11) of the Code, written 
consent by the Participant is required prior to the commencement of 
a distribution at any time prior to the Participant's Normal 
Retirement Date if the value of the Participant's Vested Account 
balances in the aggregate exceeds (or at the time of any prior 
distribution exceeded) five thousand dollars ($5,000).

		Any such required consent by a Participant shall be 
obtained in writing within the ninety (90)-day period ending on the 
annuity starting date. The Administrator shall notify the 
Participant of the right to defer any distribution until the 
Participant's Normal Retirement Date (or until such later date as 
permitted under Section 12.1 hereof).  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 Section 417(a)(3) of the Code, and shall be 
provided no less than thirty (30) days and no more than ninety (90) 
days prior to the Annuity Starting Date.

		The Participant and the Participant's Spouse (or where 
either the Participant or the Spouse has died, the survivor) must 
consent to any distribution of the Vested Account balance which is 
payable in any form other than a Qualified Joint and Survivor.  The 
rules governing such consent as contained in Section 10.2, which 
reflect the requirements of Section 417 of the Code, must be 
complied with to the extent they are applicable.  However, such 
rules are not applicable to small benefit cashouts made pursuant to 
Section 12.4.

		In any event, neither the consent of the Participant 
nor the Participant's Spouse shall be required to the extent that a 
distribution is required to satisfy Section 401(a)(9) or Section 
415 of the Code.  If a qualified defined contribution plan (other 
than the ESOP) is ever in the future maintained by the Employer or 
an employer required to be aggregated with the Employer under 
Section 414(b), (c), (m) or (o) of the Code, upon termination of 
the Plan distribution to a Participant, without regard to whether 
or not the Participant's total Vested Account balances exceeds five 
thousand dollars ($5,000), shall only be made if such Participant 
consents in writing to such distribution.  However, if the 
Participant fails to consent in writing to such distribution within 
thirty (30) days after an appropriate notice explaining the 
availability of such a distribution is given to the Participant, 
the Employer may direct, without the written consent of the 
Participant (or the Participant's Spouse), that the Participant's 
Vested Account balances be transferred to such other defined 
contribution plan (or any of them if there is more than one) ever 
in the future maintained by the Employer or an employer required to 
be aggregated with the Employer under Section 414(b), (c), (m) or 
(o) of the Code.

		(e)	Participant's Death Before Receiving Full 
Distribution.  In the event of a Participant's death after 
commencement of benefit distribution, but prior to receiving full 
payment of the Participant's entire Vested Account balances, 
distribution of the unpaid balance of such Vested interest shall be 
made to the Participant's Beneficiary in accordance with the 
benefit payment option applicable to the distribution.  The consent 
provisions of subsection (d) do not apply after the death of the 
Participant.

11. SPECIAL PROTECTED BENEFIT DISTRIBUTION RULES RELATING TO ESOP 
ACCOUNTS AND THE 401(K) PLAN EMPLOYER STOCK ACCOUNT

11.1 Provisions in General

	The Provisions of this Article shall apply only to the ESOP 
Accounts and the 401(k) Employer Stock Account after January 1, 
1998 and shall be effective in lieu of the other provisions of the 
Plan specifically relating to the 401(k) Plan Accounts (other than 
the 401(k) Employer Stock Account) in ARTICLE 9 and the Retirement 
Plan Accounts in ARTICLE 10.  However, the distribution provisions 
herein shall be subject to the legal restrictions (i.e., Code 
Section 401(a)(9) rules applicable to all plans qualified for tax 
favorable treatment under Section 401(a) of the Code) and general 
distribution rules set forth in ARTICLE 12.  

11.2 Method of Distribution and Right of Surviving Spouse to 
Death Benefit

		(a)	The normal method of distribution of the Vested 
balance of a Participant's ESOP Accounts shall be a lump sum: 
provided, however, that a Participant (or the Participant's 
Beneficiary in the event of the Participant's death) may elect to 
receive payment in installments in accordance with Section 11.2(b) 
hereof.  Except as otherwise provided herein, the Beneficiary of a 
married Participant must be the Participant's Spouse with respect 
to any distribution of death benefits that is made on or after 
August 23, 1984.  Any designation of a nonspouse Beneficiary to 
receive a death benefit under this Article by a Participant who has 
a surviving Spouse, whether the designation was made before or 
after the date of adoption of this amended and restated Plan 
effective as of January 1, 1998, shall be ineffective unless the 
surviving Spouse consents to the Participant's designation of a 
nonspouse Beneficiary as provided in the following Section 11.3 or 
files a disclaimer as provided in the following Section 12.5. For 
purposes of this Section  and the following Section 11.3, a former 
Spouse will be treated as the Participant's surviving Spouse to the 
extent required by a Qualified Domestic Relations Order.

		(b)	The election of an installment method of 
distribution specifying the number and frequency of such 
installments shall be determined in accordance with Section 12.7 
over a period selected by the Participant (or the Participant's 
Beneficiary) and not exceeding the maximum permissible period 
determined in accordance with Section 12.1 of the Plan.

		(c)	Since no annuity option is associated with the 
Plan's ESOP Accounts and since this Plan provides that a 
Participant's remaining Vested balance of the Participant's ESOP 
Accounts is payable in full to the Participant's surviving Spouse, 
if any, this Plan is not required by the Retirement Equity Act of 
1984 to provide payment of benefits in the form of a Qualified 
Joint and Survivor Annuity or a Qualified Preretirement Survivor 
Annuity with respect to benefits derived from the ESOP Accounts.

11.3 Consent by Spouse to Designation of Nonspouse 
Beneficiary

		(a)	The vested balance of a Participant's Account(s) 
shall be distributed to a nonspouse Beneficiary of a married 
Participant if and only if the Participant's surviving Spouse has 
consented in writing to the Participant's election to designate a 
nonspouse Beneficiary as provided in this Section (or has filed a 
disclaimer as provided in the following Section 12.5).  Such 
spousal consent shall not be required if the Participant had 
earlier established to the satisfaction of the Employer that the 
consent could not be obtained because the Spouse could not be 
located or because of such other circumstances as the Secretary of 
the Treasury may prescribe by regulations.

		(b)	Any such written consent by a Participant's 
surviving Spouse shall acknowledge the effect of the Participant's 
designation of a nonspouse Beneficiary, must be limited to a 
benefit for a specific alternate Beneficiary, and must be witnessed 
by a Plan representative or by a notary public.

11.4 Date of Distribution

		(a)	Distribution of a Participant's Vested balance of 
the Participant's ESOP Accounts shall be made or commenced by the 
Trustee as soon as practicable after the Participant has terminated 
employment with the Employer and files a written request for such a 
distribution on a form provided by the Plan Administrator for such 
purpose.  Such a written request shall be treated as a claim for 
benefits and shall be processed as required by Section 16.2.  Such 
a request shall specify the form of payment desired by the 
Participant and the requested date of distribution, which should 
allow a reasonable period of time for processing the request 
pursuant to Section 16.2.  The Employer and the Trustee shall 
comply with any reasonable request to the extent possible.  The 
value of any distribution made in Employer Stock shall be based on 
the value of the Stock as of the last business day of the month 
immediately prior to the requested date of distribution.  However, 
the Employer may delay distribution until valuation information is 
available as of the next Valuation Date if that is deemed in the 
best interests of other Participants.  Additionally, distribution 
may be delayed a reasonable period of time if necessary to 
liquidate sufficient assets to make such distribution without 
incurring unreasonable losses.

		Notwithstanding the foregoing, a Participant who has 
been reemployed by the Employer (or is employed by any other 
employer required to be aggregated with the Employer under Section 
414(b), (c), (m) or (o) of the Code) shall not be entitled to 
receive a distribution from the Plan as long as the Participant 
remains employed by the Employer, except as required by Section 
12.1 hereof.

		If a Participant is entitled to a final allocation at 
termination of employment, distribution of the Vested balances of 
the Participant's ESOP Accounts in the Plan shall normally be 
delayed until the final allocation of the Plan Year in which 
termination of employment occurred reflecting all allocations which 
respect to the Participant are completed.  A Participant who is 
entitled to a final allocation at termination of employment may 
request an earlier distribution based on the Vested balance in the 
Participant's ESOP Accounts in the Plan as of the Allocation Date 
immediately preceding the Participant's termination of employment 
(to be followed as soon as practicable after such final allocations 
have been made with a supplemental distribution for the Allocation 
Period in which termination of employment occurred).  The Plan 
Administrator shall authorize distribution as soon as practicable 
after receiving such a request for an earlier distribution.

		(b)	A Participant may defer the date of distribution 
until a distribution is required in accordance with the minimum 
distribution rules of Section 401(a)(9) of the Code, as reflected 
in Section 12.1 by requesting such deferral in writing delivered to 
the Employer.  During such period of deferment such Participant 
shall share in allocation of Trust gain or loss.

		(c)	Unless the distribution is deferred by the 
Participant, then it must commence within sixty (60) days after the 
latest of (1) the Participant's termination of employment, (2) the 
Participant's attainment of the earlier of age sixty-five (65) or 
the Participant's Normal Retirement Date, or (3) the tenth (10th) 
anniversary of the Participant's Participation Date.  It is noted 
that subsection (f) of this section may require an earlier 
distribution date.

		(d)	Pursuant to Section 411(a)(11) of the Code, 
written consent by the Participant is required prior to the 
commencement of a distribution at any time prior to the date that 
the Participant attains the later of age sixty-two (62) or Normal 
Retirement Age, without regard to whether or not the value of the 
Participant's Vested Account balance derived from Employer and 
Employee contributions exceeds (or at the time of any prior 
distribution exceeded) five thousand dollars ($5,000).

		Any such required consent by a Participant shall be 
obtained in writing within the ninety (90)-day period ending on the 
annuity starting date.  The "annuity-starting date" 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 of the right to defer any distribution until the 
Participant attains the later of age sixty-two (62) or Normal 
Retirement Age (or until such later date as the Plan may permit 
deferral).  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 Section 
417(a)(3) of the Code, and shall be provided no less than thirty 
(30) days and no more than ninety (90) days prior to the annuity 
starting date.

		In any event, neither the consent of the Participant 
nor the Participant's Spouse shall be required to the extent that a 
distribution is required to satisfy Section 401(a)(9) or Section 
415 of the Code.  In addition, upon termination of this Plan if the 
Plan does not offer an annuity option (purchased from a commercial 
provider), any distribution to a Participant shall not require the 
consent of such Participant (or the Participant's Spouse) unless 
another qualified defined contribution plan (other than an employee 
stock ownership plan as defined in Section 4975(e)(7) of the Code) 
is ever in the future maintained by the Employer or an employer 
required to be aggregated with the Employer under Section 414(b), 
(c), (m) or (o) of the Code.  If such a qualified defined con-
tribution plan is maintained by the Employer or an employer 
required to be aggregated with the Employer under Section 414(b), 
(c), (m) or (o) of the Code, then, upon termination of the Plan, 
distribution to a Participant, without regard to whether or not the 
Participant's total Vested Account balance exceeds five thousand 
dollars ($5,000), shall only be made if such Participant consents 
in writing to such distribution; provided however that if the 
Participant fails to consent in writing to such distribution within 
thirty (30) days after an appropriate notice explaining the 
availability of such a distribution is given to the Participant, 
the Employer may direct, without the written consent of the 
Participant (or the Participant's Spouse), that the Participant's 
Vested Account balance be transferred to such other defined contri-
bution plan (or any of them if there is more than one) maintained 
by the Employer or an employer required to be aggregated with the 
Employer under Section 414(b), (c), (m) or (o) of the Code.

		(e)	In the event of a Participant's death before 
receipt of the Participant's entire Vested Account balance, any 
balance shall be payable to the Participant's Beneficiary in 
accordance with the rules governing death benefits set forth in 
Section 7.4.  The consent provisions of the preceding subsection 
(d) do not apply after the death of the Participant.

		(f)	In order to comply with Section 409(o) of the 
Code, a Participant may elect to have any Employer Stock that is 
subject to this subsection (f), and that has been allocated to the 
Participant's ESOP Stock Account, distributed in accordance with 
the following rules:

	(1)	If the Participant separates from Service by 
reason of the reaching the Normal Retirement Date under the 
Plan, death, or Disability, distribution of the Participant's 
ESOP Stock Account will begin not later than one year after 
the close of the Plan Year in which such event occurs unless 
the Participant otherwise elects under the provisions of the 
Plan other than this subsection (f).

	(2)	If the Participant separates from Service for any 
reason other than those enumerated in subparagraph (1) above, 
and is not reemployed by the Employer before the end of the 
fifth (5th) Plan Year following the Plan Year of such 
separation from Service, distribution of the Participant's 
Stock Account will begin not later than one year after the 
close of the fifth (5th) Plan Year following the Plan Year in 
which the Participant separated from Service unless the 
Participant otherwise elects under the provisions of this 
Plan other than this subsection (f).

	(3)	If the Participant separates from Service for a 
reason other than those described in subparagraph (1) of this 
subsection, and is reemployed by the Employer before 
distribution is required to commence pursuant to this 
subsection, any distribution to the Participant, prior to any 
subsequent separation from Service, shall only be made in 
accordance with the terms of the Plan other than this 
subsection.

	(4)	Distribution pursuant to this subsection shall be 
subject to such provisions as require the consent of the 
Participant and the Participant's Spouse to a distribution 
with a vested value in excess of five thousand dollars 
($5,000) and such provisions as may require an earlier dis-
tribution.

		(g)	Distributions required under the preceding 
subsection (f) shall be made in substantially equal annual payments 
over a period of five (5) years unless the Participant otherwise 
elects under applicable provisions of this Plan.  In no event shall 
such distribution period exceed the period permitted under Section 
401(a)(9) of the Code, as reflected in Section 12.1 of this Plan.

11.5 Value of Vested Interest and Distribution in Cash or 
Property

		(a)   Determination of the value of a Participant's 
Vested Account balance for purposes of distribution shall be based 
on the most recent valuation information available, subject to such 
adjustments as are made in accordance with rules adopted by the 
Employer for this purpose and taking into account the provisions of 
this Section 11.5 regarding the determination of the value of the 
Employer Stock.  Less than the entire value of a Participant's Ac-
count Balance as so determined may be distributed initially if it 
seems likely that the Trust Fund has incurred a loss that has not 
yet been reflected in the value of such Vested Account balance.  In 
this event, a supplemental distribution shall be made as soon as 
possible following the next allocation.  The Plan Administrator 
shall treat all Participants in a reasonable and nondiscriminatory 
manner under this subsection (a).

		(b)   Any full shares of Employer Stock allocated to a 
Participant's Stock Account or PAYSOP Account shall be distributed 
in kind; provided, however, that a Participant may request that 
distribution of all or any part of such Employer Stock be made in 
cash based on the Fair Market Value of such Employer Stock as of 
the last business day of the month immediately preceding the date 
of distribution.  The Plan Administrator shall comply with such a 
request to receive a distribution in cash if a put option would 
have been available to the Participant pursuant to Section 11.7 if 
the Participant had chosen to receive the Participant's 
distribution in Employer Stock.  Any fractional share shall be 
converted to cash based on the value of Employer Stock as of the 
last business day of the month immediately preceding the date of 
distribution.

		(c)   Each Participant shall have the right to request 
that any distribution to which the Participant may be entitled 
under the Plan be made entirely in Employer Stock, provided that 
cash shall be distributed in lieu of any fractional share.  
However, this right shall not apply to the portion of a 
Participant's Account which the Participant has elected to reinvest 
in accordance with Section 11.7(c)(2).  The Plan Administrator and 
the Trustee shall ensure that any such request is complied with 
insofar as possible by purchasing additional Employer Stock, if 
available, or reallocating shares of Employer Stock in other ESOP 
Stock Accounts to the extent necessary; any shares purchased in 
accordance with this subsection shall be charged against the 
Participant's Investment Account based on the purchase price 
(including any transaction costs) and any shares reallocated from 
other Stock Accounts shall be charged against the Participant's 
Investment Account based on the Fair Market Value of such shares as 
determined by the Trustee as of the last business day of the month 
immediately preceding the date of distribution.

11.6 Put Option

		(a)	Except as otherwise provided in the following 
subsection (b), a Participant, or the Participant's Beneficiary, 
who receives shares of Employer Stock distributed from the ESOP 
Stock Accounts or 401(k) Employer Stock Account pursuant to this 
ARTICLE 11, shall have the right to require the Employer to 
purchase back such shares at any time during the following put 
option periods.  The first put option period shall be for at least 
sixty (60) days, beginning on the date of the distribution of the 
Employer Stock.  The second put option period shall be for at least 
sixty (60) days beginning after the determination of Fair Market 
Value of the Employer Stock in the following Plan Year has been 
made (and after the delivery of notice thereof to the Participant 
or Beneficiary).  In computing such periods, there shall be 
excluded any period of time during which the put option is not 
exercisable because the Employer is prohibited from honoring it by 
applicable federal or state law.

	To exercise such right, written notice of intent to exercise 
this put option must be delivered to the Plan Administrator before 
the expiration of such option period.  If both the Trustee and 
Employer agree, the Trustee may be the one to purchase back such 
Employer Stock.  The purchase price shall be the Fair Market Value 
of the Employer Stock as of the last Allocation Date of the Plan 
Year immediately preceding the date that the written notice of 
intent to exercise the put option is delivered to the Plan 
Administrator, except that if the put option is exercised by a 
"disqualified person" (as defined in the following subsection (c)), 
such value shall be determined as of the date that the written 
notice is delivered to the Plan Administrator by causing a special 
valuation of Employer Stock to be made.

	The Employer or the Trustee, as the case may be, shall pay 
the purchase price, as follows:

			(1)	If the distribution constitutes a Total 
Distribution (as hereinafter defined), payment of the Fair 
Market Value of a Participant's Vested balance in the 
Participant's ESOP Accounts and 401(k) Employer Account and 
the 401(k) Employer Stock Account shall be made in 
substantially equal payments, not less frequently than 
annually, over a period not exceeding five (5) years.  The 
first installment shall be paid not later than thirty (30) 
days after the Participant exercises the put option.  The 
Plan will pay a reasonable rate of interest and provide 
adequate security on amounts not paid after thirty (30) days.

			(2)	If the distribution does not constitute a 
Total Distribution (as hereinafter defined), the Plan shall 
pay the Participant an amount equal to the Fair Market Value 
of the Employer Stock repurchased no later than thirty (30) 
days after the Participant exercises the put option.

For purposes of this Section, "Total Distribution" shall mean a 
distribution to a Participant or a Participant's beneficiary, 
within one taxable year of such recipient, of the entire balance to 
the credit of the Participant.

		(b)	The provisions of the foregoing subsection (a) 
shall not be applicable, and no put option shall exist with regard 
to shares of Employer Stock distributed from a Participant's ESOP 
Accounts and 401(k) Employer Stock Account under this Plan, if such 
Employer Stock was publicly traded and not subject to a trading 
limitation when it was distributed.  For purposes of this 
subsection (b), Employer Stock is deemed to be "publicly traded" as 
of a particular date if (as of such date) it is listed on a 
national securities exchange registered under Section 6 of the 
Securities Exchange Act of 1934 or is quoted on a system sponsored 
by a national securities association registered under Section 
15A(b) of the Securities Exchange Act.  For purposes of this 
subsection (b), a "trading limitation" on a security is a 
restriction under any federal or state securities law, any 
regulation thereunder, or an agreement, not prohibited by 
applicable regulations, affecting the security which would make the 
security not as freely tradable as one not subject to such 
restriction.

	In the case of a security which is publicly traded without 
restriction when distributed but ceases to be so traded before the 
end of either put option period described in subsection (a) above, 
then the Employer Stock from a Participant's ESOP Accounts and 
401(k) Employer Stock Account so distributed shall be subject to a 
put option for the remainder of the option period.  The Employer 
must notify the Stock holder in writing as soon as practicable (and 
in no event later than the tenth (10th) day after the Stock ceases 
to be publicly traded without restriction of the distributee's 
rights regarding the put option.  If notice is given after the 
tenth (10th) day following the date the Stock ceases to be publicly 
traded, then the number of days between such tenth (10th) day and 
the date on which notice is actually given must be added to the 
duration of the put option period.

		(c)	For purposes of this Section, the term 
"disqualified person" means a person who is a fiduciary, a person 
providing services to the Plan, an employer any of whose employees 
are covered by the Plan, an employee organization any of whose 
members are covered by the Plan, an owner, direct or indirect, of 
fifty percent (50%) or more of the total combined voting power of 
all classes of voting stock or of the total value of all classes of 
the stock, or an officer, director, ten percent (10%) or more 
shareholder, a highly compensated Employee, or any other person 
that would be a disqualified person within the meaning of Section 
4975(e)(2) of the Code.

11.7 Diversification of Investments

		(a)	The following definitions shall be applicable for 
purposes of this Section 11.7:

				(1)	"Qualified Participant" shall mean a 
Participant who has attained age fifty-five (55) and 
who has completed at least ten (10) years of 
participation in the Plan.

				(2)	"Qualified Election Period" shall 
mean the six (6) Plan Year period beginning with the 
later of (i) the first Plan Year in which the 
individual first became a Qualified Participant, or 
(ii) the first Plan Year beginning after December 31, 
1986.

		(b)	Each Qualified Participant shall be permitted to 
direct the investment of that portion of the Participant's ESOP 
Stock Account and PAYSOP Account which is equal to twenty-five 
percent (25%) of the total number of shares of Employer Stock 
acquired by the Plan after December 31, 1986, and allocated to such 
Accounts on or before the most recent Allocation Date ending the 
Plan Year, reduced by the number of shares of Employer Stock 
previously distributed, transferred or diversified pursuant to a 
prior diversification election made by such Participant after 
December 31, 1986.

		Such direction shall be made within ninety (90) days 
after the last day of each Plan Year during the Participant's 
Qualified Election Period.  Within ninety (90) days after the close 
of the last Plan Year in the Participant's Qualified Election 
Period, `fifty percent (50%)' shall apply in lieu of `twenty-five 
percent (25%)' in determining the number of shares that are subject 
to a diversification election under the foregoing provisions of 
this subsection (b).  The Participant's direction shall be provided 
to the Plan Administrator in writing and shall be implemented as 
provided in the following subsection (c).  The Participant's 
direction shall further specify which, if any, of the options set 
forth in the following subsection (c) the Participant selects.

		(c)	The following options shall be available to a 
Participant who is entitled to make an election in accordance with 
this Section 11.7:

				(1)	At the election of the Qualified 
Participant, the Plan shall distribute (notwithstanding 
Section 409(d) of the Code) the portion of the 
Participant's Accounts that is covered by the election 
within ninety (90) days after the last day of the 
ninety (90) day period during which the election can be 
made.  Such distribution shall be subject to such 
requirements of this Article of the Plan concerning put 
options as would otherwise apply to a distribution of 
Employer Stock from the ESOP Accounts under the Plan.  
This Section 11.7 shall apply notwithstanding any other 
provision of the Plan other than such provisions as 
require the consent of the Participant and the 
Participant's Spouse to a distribution with a present 
value in excess of five thousand dollars ($5,000).  If 
the Participant and the Participant's Spouse do not 
consent, such amount shall be retained in this Plan.  
The Plan as amended and restated effective as of 
January 1, 1998 offers investment options which meet 
the requirements of Section 401(a)(28) of the Code 
(instead of distribution) to any Qualified Participant 
who is entitled to make an election regarding 
diversification.

			(2)	In lieu of distribution under the preceding 
paragraph (i), the Qualified Participant who has the 
right to receive a cash distribution thereunder may 
direct the Plan to transfer the portion of the 
Participant's ESOP Stock Account and PAYSOP Account 
that is covered by the election to another qualified 
plan of the Employer which accepts such transfers 
(should such a plan ever be adopted), provided that 
such plan permits employee-directed investment with at 
least three (3) investment choices which meet the 
requirements of Section 401(a)(28) of the Code and does 
not invest in Employer Stock to a substantial degree.  
Such transfer shall be made no later than ninety (90) 
days after the last day of the ninety (903 day period 
during which the election can be made.

		(d)	If the Fair Market Value (determined as of the 
Allocation Date immediately preceding the first day on which a 
Qualified Participant is eligible to make a diversification 
election) of the Employer Stock allocated to a Qualified 
Participant's ESOP Account or PAYSOP Account (in the aggregate) is 
five hundred dollars ($500) or less, then such Employer Stock will 
be considered to constitute a de minimis amount of Employer Stock 
that is not subject to the diversification of investments 
requirement of this Section.

		For purposes of determining whether the amount of 
Employer Stock allocated to a Qualified Participant's ESOP Stock 
Account or PAYSOP Account (in the aggregate) exceeds the de minimis 
amount, Employer Stock held under all ESOPs or tax credit ESOPs 
maintained by the Employer and members of a controlled group of 
corporations which includes the Employer shall be considered as 
held by the same plan.

		Notwithstanding any provisions of the Plan to the 
contrary, if the Sponsoring Employer so directs, the election 
provided in this Section 11.7 may be applied to all Employer Stock 
without regard to the date such Stock was acquired provided that 
all Participants are treated in a reasonable nondiscriminatory 
manner.

12. LEGAL RESTRICTIONS AND GENERAL REQUIREMENTS ON THE PAYMENT OF 
BENEFITS

12.1 Tax Reform Act Distribution Restrictions

	Notwithstanding any provisions of the Plan to the contrary, 
the provisions in this Section 12.1 shall govern all distributions, 
in order to comply with the Tax Reform Act of 1986 and Section 
401(a)(9) of the Code and the regulations thereunder.  The 
applicable rules are as follows:

		(a)	The rules applicable to a living Participant are 
as follows:

			(1)	Distribution to a living Participant must 
be commenced not later than the required beginning date.  For 
purposes of this Section 12.1, "required beginning date" 
shall mean April 1 of the calendar year following the 
calendar year in which the Participant attains age seventy 
and one-half (70-1/2).  In no event shall any distribution be 
required hereunder prior to the earliest date required under 
applicable regulations issued under the Code.

			(2)	In the case of a distribution that 
commences during a Participant's lifetime, the form of 
payment must be in accordance with regulations issued under 
the Code either (i) over the life of the Participant or over 
the lives of the Participant and the Participant's 
Beneficiary or (ii) over a period not extending beyond the 
life expectancy of the Participant or the life expectancy of 
the Participant and the Participant's Beneficiary.

			(3)	The amount to be distributed each year must 
be at least an amount equal to the quotient obtained by 
dividing the Participant's entire interest by the lesser of 
(A) the life expectancy of the Participant or joint and 
survivor life expectancy of the Participant and the 
Participant's designated Beneficiary computed by the use of 
the return multiples contained in Tables V and VI of Section 
1.72-9 of the Income Tax Regulations or (B) if the 
Participant's Spouse is not the designated Beneficiary, the 
applicable divisor determined from the table set forth in 
Q&A-4 of Section 1.401(a)(9)-2 of the Income Tax Regulations.  
For purposes of this computation, neither a Participant's 
life expectancy nor the joint life expectancy of the 
Participant and the Participant's Beneficiary shall be 
recalculated, and after the year in which the initial 
determination is made, life expectancy shall be determined by 
subtracting one (1) from the life expectancy as determined 
for the prior year.  However, any applicable rules in the 
regulations regarding change of beneficiary or multiple 
beneficiaries shall be taken into account.

			(4)	If a minimum distribution is required 
pursuant to this Section 12.1 while the Participant is 
still employed by the Employer, the Participant may 
elect any of the forms of distribution otherwise 
available to terminated Participants provided that at 
least the minimum amounts required to be distributed 
pursuant to this Section 12.1 are distributed.  Payment 
under this subsection (a)(4) may occur at any time on 
or after the first day of the calendar year in which 
the Participant attains age seventy and one-half 
(70-1/2).

		(b)	The rules applicable to a distribution to a 
Participant's Beneficiary are as follows:

			(1)	In the event that distribution of a 
Participant's benefits under the Plan had begun but had 
not been completed prior to the Participant's date of 
death, then the remaining portion of such benefits 
shall be distributed at least as rapidly as under the 
method of distribution being used as of the date of the 
Participant's death.

			(2)	In the event that distribution of a 
Participant's benefits under the Plan had not begun prior to 
the Participant's date of death, then any remaining benefits 
shall be paid in full not later than December 31 of the 
calendar year containing the fifth (5th) anniversary of the 
death of the Participant; provided, however, that payments 
may extend beyond such December 31 if such payments are made 
over the life of the Participant's Beneficiary (or over a 
period not extending beyond the life expectancy of such 
Beneficiary) and such payments to the Participant's 
Beneficiary begin not later than December 31 of the calendar 
year of the Participant's death.  If the Participant's 
Beneficiary is the Participant's surviving Spouse, payments 
need not begin to such Spouse until December 31 of the 
calendar year in which the Participant would have attained 
age seventy and one-half (70-1/2).  If the surviving Spouse 
dies before the distribution to such Spouse commences, then 
the distribution rules contained in this Section 12.1(b) 
shall be applied as if such Spouse were the Participant.

			(3)	For purposes of this Section 12.1(b), life 
expectancy shall be computed by the use of the return 
multiples contained in Tables V and VI of Section 1.72-9 of 
the Income Tax Regulations as the relevant divisor without 
regard to Section 1.401(a)(9)-2 of the Income Tax 
Regulations.  In the case of any designated Beneficiary, 
including a surviving Spouse, life expectancy shall be 
calculated at the time payment first commences without 
recalculations thereafter.  Life expectancy for subsequent 
years shall be determined by subtracting one (1) from the 
life expectancy for the prior year.

			(4)	For purposes of this Section 12.1(b), in 
the event death benefits are to be paid to a Beneficiary who 
is a child until the child reaches the age of majority and 
then any remaining death benefits are to be paid to the 
Participant's surviving Spouse, the amount of payments to the 
child shall be treated as if the payments were being made to 
the surviving Spouse.

12.2 Value of Vested Interest and Distribution in Cash or 
Property

	Determination of the value of a Participant's Vested Account 
balance for purposes of distribution shall be based on the most 
recent allocation available, subject to such adjustments as are 
made in accordance with rules adopted by the Employer for this 
purpose and taking into account the provisions of Section 17.5 
regarding the determination of the "unitized" value of the Employer 
Stock.  Less than the entire value of a Participant's Account 
balances as so determined may be distributed initially if it seems 
possible to the Administrator, in its sole discretion, that the 
Trust Fund has incurred a loss that has not yet been reflected in 
the allocation of such Vested Account balance.  In this event, a 
supplemental distribution shall be made as soon as possible 
following the next allocation.  The Plan Administrator shall treat 
all Participants in a reasonable and nondiscriminatory manner under 
this section.

12.3 Forms and Proofs

Each Participant or Beneficiary eligible to receive any 
benefit hereunder shall complete such forms and furnish such 
proofs, receipts and releases as shall be required by the Trustee 
or the Employer.

12.4 Distribution of Small Account(s) and Forfeiture of 
Nonvested Amounts

		(a)	If a Participant terminates employment with the 
Employer (or the Plan terminates), and the value of the Vested 
balance of all of the Participant's Accounts is not greater than 
five thousand dollars ($5,000) (and was not greater than such 
amount as of the date of any prior distribution from the Plan to 
such Participant), the Participant may elect to receive, but does 
not automatically receive as a "cash out," a distribution of the 
entire Vested balance of the Participant's Accounts.  If the 
Employee so elects to receive the Vested balance of all of the 
Participant's Accounts the nonvested portion of the Participant's 
Employer Account balances will be treated as an Employer 
Contribution Forfeiture in accordance with Section 8.2.  Such dis-
tribution shall be made in cash.  Spousal consent shall not be 
required with respect to such an election.  

		Unless made sooner pursuant to a request made in 
accordance with Section 9.4, such distribution shall be made as 
soon as practicable following the Allocation Date coincident with 
or immediately following the date the Participant terminates 
employment with the Employer.  Payment of small benefit amounts 
shall be made automatically and shall not require any consent by 
the Participant (or by the Spouse of a married Participant).

		For purposes of determining whether the five thousand 
dollars ($5,000) amount is exceeded, a Participant's Vested Account 
balance shall not include accumulated deductible Employee 
contributions within the meaning of Section 72(o)(5)(B) of the Code 
for Plan Years beginning prior to January 1, 1989.  If the present 
value determined at the time of distribution to a Participant 
exceeds five thousand dollars ($5,000), then the present value at 
any subsequent time shall be deemed to exceed five thousand dollars 
($5,000).

		Notwithstanding the foregoing, the Plan Administrator 
shall not be required to make any lump sum distribution pursuant to 
this Section which would not have been required under the 
provisions of the Retirement Plan or ESOP in effect prior to the 
Effective Date of this amendment, restatement, conversion and 
continuation until sixty (60) days after such date of adoption.

		In any event, a Participant who has been reemployed by 
the Employer (or is employed by any other employer required to be 
aggregated with the Employer under Section 414(b), (c), (m) or (o) 
of the Code) shall not be entitled to receive a distribution from 
the Plan as long as the Participant remains employed by the 
Employer, except as required by Section 12.1 hereof.

		(b)   Any such payment shall be made to the Participant 
if the Participant is living, or to the Participant's Beneficiary 
if the Participant is deceased; provided, however, that if a 
deceased Participant has a surviving Spouse, such surviving Spouse 
shall be entitled to receive such payment unless the Spouse has 
consented to the Participant's election to designate a nonspouse 
Beneficiary as provided in Sections 9.3, 10.2(c) and 11.2(a) 
hereof.  If a Participant's total Vested Account balance is 
distributed in a lump sum pursuant to this Section, then such 
distribution shall be in full satisfaction of any amount otherwise 
due to the Participant or to any other person claiming through the 
Participant under any other provision of this Plan.

		(c)   If the value of the Participant's Vested Account 
balance derived from the Participant's Accounts in the aggregate 
(other than that portion of any Account attributable to accumulated 
deductible Employee contributions should the Plan ever be amended 
to permit such contributions) exceeds (or at the time of any prior 
distribution exceeded) five thousand dollars ($5,000), the 
Participant must consent to any distribution of the Participant's 
Vested Account balances and spousal consent will be required 
pursuant to Sections 9.3, 10.2(c) and 11.2(a) hereof for any form 
of payment other than a joint and survivor annuity.

12.5 Disclaimer by Surviving Spouse or Other Beneficiary

A surviving Spouse or other Beneficiary who is entitled to 
receive any benefits under the provisions of the Plan may disclaim 
all or any portion of such benefits by filing a written disclaimer 
with the Employer at any time after the death of the Participant. 
Any such disclaimer shall be irrevocable and shall be witnessed by 
a Plan representative or notary public.  In the event that such a 
disclaimer is  received by the Employer prior to the payment of all 
remaining benefits under the Plan due such surviving Spouse or 
other Beneficiary, then notwithstanding any other provisions of the 
Plan, any disclaimed benefits otherwise payable to the person 
filing such disclaimer shall be paid to the person designated by 
the Participant to receive such benefits in the event of such a 
disclaimer, or if the Participant has made no such designation, 
then to the person who would be the Participant's Beneficiary 
determined in accordance with the provisions of Section 2.10 as if 
the disclaiming person had predeceased the Participant.

12.6 Determination of Marital Status and Location of 
Surviving Spouse

	(a)	Marital Status.  The Employer shall have a duty 
to make a review of its own internal records, but no other inquiry, 
regarding whether a Participant who is to commence receiving 
retirement benefits is married and whether a Participant who dies 
before commencement of the Participant's benefits has a surviving 
Spouse. In all events the Employer shall be entitled to rely upon a 
statement made by the Participant regarding the Participant's 
marital status as long as such reliance is in good faith.  After 
reasonable efforts, as described herein, to determine whether a 
Participant is married, the Administrator determines that the 
Participant is not married, then for all purposes under the Plan 
the Participant shall be regarded as unmarried except as otherwise 
required by any applicable regulations under ERISA or the Code.  

	(b)	Location of Surviving Spouse.  If a Participant's 
surviving spouse cannot be located and after reasonable efforts to 
locate the Participant's surviving Spouse, as determined solely in 
the judgment of the Administrator, the Administrator determines 
that such Spouse cannot be located, then for all purposes under the 
Plan the Participant shall be regarded as unmarried except as 
otherwise required by any applicable regulations under ERISA or the 
Code.

		Notwithstanding the foregoing, however, no arrangement 
may be made by a Participant which would result in periodic 
payments of less than fifty dollars ($50).  Also, no arrangement 
may be made by a Beneficiary of a deceased Participant which would 
result in periodic payments of less than fifty dollars ($50) or for 
payment for a period of time which exceeds the lesser of ten (10) 
years or the life expectancy of such Beneficiary.

		(c)	Rehire of Former Participant In-Pay Status.  In 
the event that a former Employee who participated in the Plan is 
reemployed by the Employer after five (5) consecutive Breaks in 
Service, any such installment distributions to the Employee shall, 
at the discretion of the Participant, be (1) continued 
notwithstanding such reemployment or (2) discontinued and any 
balance restored to the Participant's Account where it shall be 
separately accounted for.  If a Participant is reemployed before 
incurring five (5) consecutive Breaks in Service, any such 
installment distributions to the Participant shall be suspended and 
the balance held in segregated accounts for such Participant 
pursuant to this Section shall be restored to the Participant's 
Account.  Thereafter the value of the vested interest in the 
Participant's Account shall be determined in accordance with 
Section 8.2.

12.7 Installment Distribution

		(a)  Segregation Requested by Participant.  If a 
distribution to a Participant or the Participant's Beneficiary will  
be paid in installments, the Employer will, but only if requested 
in writing to do so by the Participant (or the Participant's 
Beneficiary), direct the Trustee to transfer the Participant's 
Vested Account balance in cash to be held as a segregated account 
pursuant to this Section.  The Trustee upon receipt of such 
direction shall invest such segregated subaccount to provide for 
such installment payments hereunder in one (1) or more separate 
savings accounts or certificates of deposit in banking or savings 
institutions, including savings accounts or certificates of deposit 
issued or maintained by the Trustee, its parent or its subsidiary.  
Such segregated subaccounts shall be credited with interest at the 
interest rates applicable to such savings accounts or certificates 
of deposit of each depository, and such interest shall be added to 
the amount distributable.  Such subaccounts shall be a segregated 
part of the Trust Fund and shall be subject to all the provisions 
of the Plan, except that no allocations of Qualified Nonelective 
Employer Contribution Employer Matching Contributions, Employer 
Profit Sharing Contributions, Employer Contributions Forfeitures or 
401(k) Discrimination Forfeitures or general Trust Fund gain or 
loss shall be made thereto.

		(b)  Segregation Not Required.  In any case in which a 
Participant (or the Participant's Beneficiary) who elects an 
installment distribution does not request segregation pursuant to 
the foregoing subsection (a), the Participant's Vested Account 
balances shall continue to be held and invested as an unsegregated 
part of the Trust Fund.

		(c)  Calculation of Installment Amount.  If all or part 
of a distribution is to be made in installments, the amount to be 
distributed in each year shall equal the balance to the credit of 
the Participant as of the first day of such year multiplied by a 
fraction, the numerator of which shall be one (1), and the 
denominator of which shall be the number of years then remaining 
during which installments are to be made; provided that a 
Participant may elect to have an amount distributed in any year in 
excess of the minimum required distribution and any such excess may 
be used as directed by the Participant to reduce the minimum 
required distribution in any subsequent year.

		(d)  Lump Sum Still Available.  In any case in which, 
in accordance with the provisions of this Section, all or part of 
any distribution is being made in installments at any time before 
full payment of the installments has been made, the Participant (or 
the Participant's Beneficiary) may request the Employer to change 
the method of distribution from such installment method to a lump 
sum.  In any case in which such request is made, the Employer shall 
comply with such request.

		(e)   In the event that a former Participant is 
reemployed by the Employer after five (5) consecutive Breaks in 
Service, any such installment distributions to the Participant 
shall, at the discretion of the Participant, be (1) continued 
notwithstanding such reemployment or (2) discontinued and any 
balance restored to the Participant's Account where it shall be 
separately accounted for.  If a Participant is reemployed before 
incurring five (5) consecutive Breaks in Service, any such install-
ment distributions to the Participant shall be suspended and the 
balance held in segregated accounts for such Participant pursuant 
to this Section 12.7 shall be restored to the Participant's 
Account.  Thereafter the value of the Vested interest in the 
Participant's Account shall be determined in accordance with 
Section 8.2.

12.8 Failure to Locate

	If the Participant or Beneficiary to whom benefits are to be 
distributed cannot be located, and reasonable efforts have been 
made to find him, including the sending of notification by 
certified or registered mail to the Participant's last known 
address, the Administrator may direct the Trustee to treat the 
benefits as an Employer Contribution Forfeiture of the 
Participant's or Beneficiary's Employer Accounts for the Plan Year 
in which the Participant or Beneficiary is determined to be lost 
(provided, however, that if a benefit is forfeited pursuant to this 
Section, such benefit will be reinstated if a claim is made by the 
Participant or Beneficiary.)

13. WITHDRAWALS

13.1 Withdrawals of Elective Deferrals In General

		(a)	In General.  Withdrawals of Elective Deferrals 
may be made by a Participant subject to the non-discriminatory 
criteria developed by the Administrator, including criteria 
determining the order of Accounts from which withdrawal may be 
made.  For the purposes of this Section, "hardship" is defined as 
an immediate and heavy financial need of the Participant where such 
Participant lacks other available resources.

		(b)	Heavy Financial Need Defined.  The following are 
the only financial needs considered immediate and heavy:

			(i)	expenses for medical care described in 
Section 213(d) of the Code previously incurred by the 
Participant, the Participant's Spouse, or dependent;

			(ii)	costs directly related to the purchase 
(excluding mortgage payments) of a principal residence, 
as defined in Section 152 of the Code; 

			(iii)	payment of tuition, related educational 
fees, and room and board expenses, for the next twelve 
(12) months of post-secondary education for the 
Participant, the Participant's Spouse, children or 
dependents; or

			(iv)	payments necessary to prevent the eviction 
of the Participant from the Participant's principal 
residence, or a foreclosure on the mortgage on that 
residence.

		(c)	"Necessary" Defined.  A distribution will be 
considered as necessary to satisfy an immediate and heavy financial 
need of the Participant only if:

			(i)	The distribution is not in excess of the 
amount of an immediate and heavy financial need, 
including any amount necessary to pay any federal, 
state or local income taxes and penalties reasonably 
expected to result from the distribution;

			(ii)	The Participant has obtained all 
distributions, other than hardship distributions, and 
all nontaxable (at the time of the loan) loans under 
all plans maintained by the Employer;		
	(iii)	All plans maintained by the Employer 
provide that the Participant may not make pre-tax 
elective contributions, as described in Treasury 
Regulation Section 1.401(k) and 1(d)(2)(iv)(A)(4), for 
the Participant's taxable year immediately following 
the taxable year of the hardship distribution in excess 
of the applicable limit under Section 402(g) of the 
Code for such taxable year less the amount of such 
Participant's Elective Deferrals for the taxable year 
of the hardship distribution.  

			(iv)	All plans maintained by the Employer 
provide that the Participant's pre-tax elective 
contributions (and voluntary after-tax employee 
contributions, if any become available under this Plan 
or any other plan sponsored by the Employer, or udner a 
Code Section 125 Cafeteria Plan which permits such pre-
tax employee contributions, including qualified and 
nonqualified plans, stock option plans, stock purchase 
plans or similar plans will be suspended for twelve 
months after the receipt of the hardship distribution 
(after which suspension the Employee may being to make 
Elective Deferrals on the next Entry Date);
14. LOANS

	The Employer, may, in its sole discretion, authorize and 
direct the Trustee to make a loan from the Trust Fund to the 
Participant.  All loans shall comply with the loan policy 
established by the Plan's recordkeeper, as approved by the 
Employer.  Such policy shall comply with the following terms and 
conditions:

	(a)	Loans shall be made available to all Participants and 
Beneficiaries on a reasonably equivalent basis.

	(b)	Loans shall not be made available to Highly Compensated 
Employees in an amount greater than the amount made available to 
other Employees.

	(c)	Loans must be adequately secured and bear a reasonable 
interest rate.

	(d)	If any part of a loan is to be from an Account with 
respect to which a joint and survivor annuity may be payable at 
retirement to a married Participant, then the Participant must 
obtain the consent of the Participant's Spouse, if any, to use of 
the Account balance as security for the loan.  Spousal consent 
shall be obtained no earlier than the beginning of the 90-day 
period that ends on the date on which the loan is to be so secured.  
The consent must be in writing, must acknowledge the effect of the 
loan, and must be witnessed by a Plan representative or notary 
public.  Such consent shall thereafter be binding with respect to 
the current Spouse or any subsequent Spouse with respect to that 
loan.  A new consent shall be required if such Account balance is 
used for security with respect to a renegotiation, extension, 
renewal, or other revision of the loan.  

	(e)	In the event of default, foreclosure on the note and 
attachment of security will not occur until a distributable event 
occurs in the Plan.

	(f)	No laons will be made to any shareholder-employee or 
owner-employee.  For purpose of this requirement, a shareholder-
employee means an employee or officer of an electing small business 
(Subchapter S) corporation who owns (or is considered as owning 
within the meaning of Section 318(a)(1) of the Code), on any day 
during the taxable year of such corporation, more than five percent 
(5%) of the outstanding stock of the Employer.  An owner-employee 
means an employee who owns the entire interest in an unincorporated 
trade or business, or in the case of proprietorship, is a partner 
who owns more than ten percent (10%) of either the capital interest 
or the profits interest in such partnership.

	If a valid spousal consent is necessary and has been obtained 
in accordance with (d), then, notwithstanding any other provision 
of this Plan, the portion of the Participant's vested Account 
balance subject to spousal consent 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 one hundred percent (100%) of the Participant's 
vested Account balance subject to spousal consent (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.

	(g)	 No loan to any Participant or Beneficiary can be made 
to the extent that such loan when added to the outstanding balance 
of all other loans to the Participant or Beneficiary would 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 the present value of the Vested balance of the 
Accounts of the Participant.  For the purpose of the above 
limitation, all loans from all plans of the Employer and other 
Controlled Group Members are aggregated.  Furthermore, any loan 
shall by its terms require that repayment (principal and interest) 
be amortized in level payments, not less frequently than quarterly, 
over a period not extending beyond five years from the date of the 
loan, unless such loan is used to acquire a dwelling unit which 
within a reasonable time (determined at the time the loan is made) 
will be used as the principal residence of the Participant.
15. TOP-HEAVY PLANS

	If the Plan is or becomes Top-Heavy in any Plan Year the 
provisions of this ARTICLE will supersede any conflicting 
provisions in the Plan.

15.1 Definitions

		(a)	Key Employee:  Any Employee or former Employee 
(and the Beneficiaries of such Employee) who at any time during the 
determination period was (i) an officer of the Employer if such 
individual's Compensation exceeds fifty percent (50%) of the dollar 
limitation under Section 415(b)(1)(A) of the Code, (ii) an owner 
(or considered an owner under Section 318 of the Code) of one of 
the ten largest interests in the Employer if such individual's 
Compensation exceeds the dollar limitation under Section 415(c) 
(1)(A) of the Code, (iii) a Five-Percent Owner, or (iv) a one-
-percent owner of the Employer who has Compensation of more than 
$150,000.  For purposes of this subsection (a), Compensation means 
compensation as defined in Section 415(c)(3) of the Code, but 
including amounts contributed by the Employer pursuant to a salary 
reduction agreement which are excludable from the Employee's gross 
income under Section 125, 402(a)(8), 402(h) or 403(b) of the Code.  
The determination period is the Plan Year containing the Deter-
mination Date and the four (4) preceding Plan Years.  The 
determination of who is a Key Employee will be made in accordance 
with Section 416(i)(1) of the Code and the regulations thereunder.

		(b)	Top-Heavy Plans:  The Plan is Top-Heavy if any of 
the following conditions exists:

			(i)	If the Top-Heavy Ratio for this Plan 
exceeds sixty percent (60%) and this Plan is not part 
of any Required Aggregation Group or Permissive 
Aggregation Group of plans.

			(ii)	If this 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 sixty percent (60%).

			(iii)	If this 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 sixty percent 
(60%).

		(c)	Top-Heavy Ratio:

			(i)	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 Plans which during the 
five (5) 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, the numerator of which is the sum of the 
account balances of all Key Employees as of the 
Determination Date(s) (including any part of any 
account balance distributed in the five (5) year period 
ending on the Determination Date(s)), and the 
denominator of which is the sum of all account balances 
(including any part of any account balance distributed 
in the five (5) year period ending on the Determination 
Date(s)), both computed in accordance with Section 416 
of the Code 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 Section 416 of 
the Code and the regulations thereunder.

			(ii)	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 (5) 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 the 
account balances under the aggregate defined 
contribution plan or plans for all Key Employees 
determined in accordance with (i), 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 Partici-
pants, determined in accordance with (i), 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 Section 416 of the Code 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 (5) year period 
ending on the Determination Date.

			(iii)	For purposes of (i) and (ii), the value of 
account balances and the present value of accrued bene-
fits will be determined as of the most recent Valuation 
Date that falls within or ends with the twelve (12) 
month period ending on the Determination Date, except 
as provided in Section 416 of the Code and the 
regulations thereunder for the first and second plan 
years of a Defined Benefit Plan.  The account balances 
and accrued benefits of a Participant (1) who is not a 
Key Employee but who was a Key Employee in a prior 
year, or (2) who has not been credited with at least 
one Hour of Service with any Employer maintaining the 
Plan at any time during the five (5) 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 Section 
416 of the Code and the regulations thereunder.  When 
aggregating plans, the value of account balances and 
accrued benefits will be calculated with reference to 
the Determination Dates that fall within the same 
calendar year.

	The accrued benefit of a Participant other than a Key 
Employee shall be determined under (A) the method, if any, that 
uniformly applies for accrual purposes under all Defined Benefit 
Plans maintained by the Employer, or (B) 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 Section 
411(b)(1)(C) of the Code.

		(d)	Permissive Aggregation Group:  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 
Sections 401(a)(4) and 410 of the Code.

		(e)	Required Aggregation Group:  (i) Each qualified 
plan of the Employer in which at least one Key Employee partici-
pates, or participated at any time during the Determination Period 
(regardless of whether the Plan has terminated), and (ii) any other 
qualified plan of the Employer which enables a Plan described in 
(i) to meet the requirements of Section 401(a)(4) or 410 of the 
Code.

		(f)	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, the last day of that Plan Year.

		(g)	Valuation Date:  The last day of any Plan Year.

		(h)	Super Top Heavy Plan:  The Plan if it would be a 
Top Heavy Plan under subsection (b) if the words "ninety percent 
(90%)" were substituted for the words "sixty percent (60%)" in 
subsection (b).

15.2 Minimum Allocation

		(a)	Except as otherwise provided in subsections (b) 
and (c), the Regular Matching Contributions and Forfeitures 
allocated on behalf of any Participant who is not a Key Employee 
shall not be less than the lesser of three percent (3%) of such 
Participant's Compensation or in the case where the Employer has no 
Defined Benefit Plan which designates this Plan to satisfy Section 
401 of the Code, the largest percentage of Employer Contributions 
and Forfeitures, as a percentage of the first $150,000 of the Key 
Employee's Compensation, allocated on behalf of any Key Employee 
for that Plan Year.  The minimum allocation is determined without 
regard to any Social Security contribution.  This minimum alloca-
tion shall be made even though, under other Plan provisions, the 
Participant would not otherwise be entitled to receive an alloca-
tion, or would have received a lesser allocation for the Plan Year 
because of (i) the Participant's failure to complete one thousand 
(1,000) Hours of Service (or any equivalent provided in the Plan), 
or (ii) in the case of a CODA, the Participant's failure to have 
Elective Deferrals made to the Plan on the Participant's behalf, or 
(iii) Compensation less than a stated amount.

		(b)	For purposes of computing the minimum allocation, 
Compensation shall mean compensation as defined in Section 
5.7(d)(ii).

		(c)	The provision in subsection (a) shall not apply 
to any Participant who was not employed by the Employer on the last 
day of the Plan Year.

		(d)	The minimum allocation required (to the extent 
required to be nonforfeitable under Section 416(b) of the Code) may 
not be forfeited under Section 411(a)(3)(B) or (D) of the Code.

15.3 Minimum Vesting Schedule

	For any Plan Year in which this Plan is Top-Heavy, the 
following minimum Vesting Schedule will automatically apply to the 
Plan:

					        Percentage of Regular 
Matching
	       Years of Service		        Contributions Account 
Vested
	       Less than 2 years				0%
		     2 years				20%
		     3 years				40%
		     4 years				60%
	       5 years or more				100%

	The minimum vesting schedule applies to all benefits within 
the meaning of Section 411(a)(7) of the Code except those attribut-
able to Elective Deferrals, Qualified Matching Contributions and 
Voluntary Contributions, including benefits accrued before the 
effective date of Section 416 of the Code and benefits accrued 
before the Plan became Top-Heavy.  Further, no decrease in a 
Participant's nonforfeitable percentage may occur in the event the 
Plan's status as Top-Heavy changes for any Plan Year.  However, 
this Section does not apply to the Account balances of any Employee 
whose Severance from Service Date occurs after the Plan has 
initially become Top-Heavy and such Employee's Account balance 
attributable to Regular Matching Contributions and Forfeitures will 
be determined without regard to this Section.

15.4 Special Limitations on Top Heavy Allocations in Multiple 
Plans:  "Code Section 415(e) Buy-Back

	If for any Plan Year the Plan is a Top Heavy Plan, and the 
Employer maintains or has ever maintained a qualified defined 
benefit pension plan, then in applying the limitations of Section 
5.7 the words "one hundred percent (100%)" shall be substituted for 
the words "one hundred twenty-five percent (125%)" in both the 
Defined Benefit Fraction and the Defined Contribution Fraction, as 
such terms are defined in Section 5.7, unless the Employer elects 
to "buy-back" the use of the "one hundred twenty-five percent 
(125%)" limit with respect to any Plan Year in which the Plan is 
not Super Top Heavy by providing minimum benefits in excess of 
those otherwise required pursuant to the provisions of Section 
15.2.  The Employer accomplishes this "Code Section 415(e) 
Buy-Back" by electing to retain the use of the "one hundred twenty-
five percent (125%)" limit and by agreeing to provide the required 
increased minimum benefits pursuant to Section 416(f) of the Code.

16. PLAN ADMINISTRATION

16.1 Administrator

	Except that such responsibility is delegated pursuant to 
Section 16.4, the Sponsoring Company shall be the Administrator of 
the Plan and shall have the sole power, duty and responsibility of 
directing the administration of the Plan in accordance with the 
provisions herein set forth.  The Administrative Committee serves 
at the pleasure of the Administrator.  The Administrator shall have 
the sole and absolute right and power reserved to the "named 
fiduciary" as defined in ERISA for the management of the Plan 
including, but not limited to, the following powers and duties:

		(a)	to interpret any provision of the Plan, supply 
any omission or reconcile any inconsistencies, and determine 
fact applicable to eligibility for benefits hereunder in such 
manner as it deems proper;

		(b)	to determine eligibility to become a Participant 
in the Plan in accordance with its interpretation and 
continuation of the Plan's terms (to the extent in compliance 
with ERISA), including determination of all issues of fact 
relative to the vesting and payment of benefits hereunder;

		(c)	to decide all questions of eligibility for, and 
determine the amount, manner, and time of payment of any 
benefits hereunder, and to afford any person dissatisfied 
with such decision or determination, upon written notice 
thereof, the right to a full and fair hearing thereon;

		(d)	to establish uniform rules and procedures to be 
followed by Participants and Beneficiaries in filing 
applications for benefits, in furnishing and verifying proofs 
necessary to determine age, and in any other matters required 
to administer the Plan;

		(e)	to adopt such reasonable accounting methods as it 
deems necessary or desirable, to receive and review the 
annual allocation report on the Plan and to bring up to date 
the balances of all Accounts;

		(f)	to receive and review reports of the financial 
condition and of the receipts and disbursements of the Trust 
Fund from the Trustee, and to determine and communicate to 
the Trustee the long-term and short-term financial goals of 
the Plan;

		(g)	to file such reports and statements, and to make 
such disclosures as required by law; and

		(h)	to furnish to Participants and Beneficiaries such 
information and statements, with respect to the Plan and 
their individual interests therein as required by law, and 
any additional information as deemed to be appropriate by the 
Administrator.

	All directions by the Administrator shall be conclusive on 
all parties concerned; including the Trustee, and all decisions of 
the Administrator as to the facts of any case and the meaning, 
intent, or proper construction of any provision of the Plan, or as 
to any rule or regulation in its application to any case shall be 
final and conclusive; provided, however, that all rules and 
decisions of the Administrator shall be uniformly and consistently 
applied to all Employees in similar circumstances, and the 
Administrator shall have no power to administratively add to, 
subtract from or modify any of the terms of the Plan, or to change, 
add to or subtract from any benefits provided by the Plan, or to 
waive or fail to apply any requirements of eligibility for 
participation or for benefits under the Plan.

16.2 Claims Procedure

	If, upon application for benefits made by a Participant or 
Beneficiary, the Administrator shall determine that benefits 
applied for shall be denied either in whole or in part, the 
following provisions shall govern:

		(a)	Notice of Denial.  The Administrator shall, upon 
its denial of a claim for benefits under the Plan, provide 
the applicant with written notice of such denial setting 
forth (i) the specific reason or reasons for the denial, (ii) 
specific reference to pertinent Plan provisions upon which 
the denial is based, (iii) a description  of any additional  
material or information necessary for the claimant to perfect 
the claim, and (iv) an explanation of the claimant's rights 
with respect to the claims review procedure as provided in 
subsection (b) of this Section.

		(b)	Claims Review.  Every claimant with respect to 
whom a claim is denied shall, upon written notice of such 
denial, have the right to (i) request a review of the denial 
of benefits by written notice delivered to the Administrator, 
(ii) review pertinent documents, and (iii) submit issues and 
comments in writing.

		(c)	Decision on Review.  The Administrator shall, 
upon receipt of a request for review submitted by the 
claimant in accordance with subsection (b), conduct such 
review, and provide the claimant with written notice of the 
decision reached by the said committee setting forth the 
specific reasons for the decision and specific references to 
the provisions of the Plan upon which the decision is based.  
Such notice shall be delivered to the claimant not later than 
60 days following the receipt of the claimant's request, or, 
in the event that the Administrator shall determine that a 
hearing is needed, no later than 120 days following the 
receipt of such request.

16.3 Records

	All acts, determinations and correspondence with respect to 
the Plan shall be duly recorded and all such records, together with 
such other documents, including the Plan and all amendments 
thereto, if any, pertinent to the Plan or the administration 
thereof, shall be preserved in the custody of the Administrator and 
shall at all reasonable times be made available to Participants and 
Beneficiaries for examination.

16.4 Delegation of Authority

	The administrative duties and responsibilities of the 
Administrator as set forth in this ARTICLE and elsewhere in the 
Plan may be delegated by the Administrator in whatever manner it 
chooses, in whole or in part, to such persons as the Administrator 
shall select.  The Administrator shall certify to the Trustee in 
writing the extent of authority of such persons and any changes 
relative thereto as may occur from time to time.  The authority of 
such persons shall be deemed to be that of the Administrator to the 
extent so certified by the Administrator.  The Trustee shall be 
entitled to rely on the last such certification received and to 
continue to rely thereon until subsequent written certification to 
the contrary is received from the Administrator.  The Administrator 
shall indemnify and hold harmless such persons and each of them, 
from any liability arising from the effects and consequences of 
their acts, omissions and conduct in their official capacity with 
respect to the Plan and the administration thereof, except to the 
extent that such liability shall result from their own willful 
misconduct or gross negligence.

	The Administrator, or such persons to whom it has delegated 
its duties and responsibilities hereunder, may employ such 
competent agent or agents as it may deem appropriate or desirable 
to perform such ministerial duties or consultative, actuarial, or 
other services as the Administrator or such persons may in their 
discretion deem necessary to facilitate the efficient and proper 
administration of the Plan.  The Administrator and such persons 
shall be entitled to rely upon all reports, advice and information 
furnished by such agent or agents, and all action taken or suffered 
by them in good faith in reliance thereon shall be conclusive upon 
all such agents, Participants, Beneficiaries and other persons 
interested in the Plan.

16.5 Correction of Errors

	If any change in records or error results in any Participant, 
Retired Participant or Beneficiary receiving from the Plan more or 
less than the Participant would have been entitled to receive had 
the records been correct or had the error not been made, the 
Employer, upon discovery of such error, shall correct the error by 
adjusting, as far as is practicable, the payments in such a manner 
that the benefits to which such person was correctly entitled shall 
be paid.

16.6 Domestic Relations Orders

		(a)	If the Trustee or the Administrator receives a 
domestic relations order that purports to require the payment of a 
Participant's benefits to a person other than the Participant, the 
Administrator shall take the following steps:

			(i)	If benefits are in pay status, the 
Administrator shall direct the Trustee to account 
separately for the amounts that will be payable to the 
Alternate Payees (defined below) if the order is a 
Qualified Domestic Relations Order (defined below).

			(ii)	The Administrator shall promptly notify the 
named Participant and any Alternate Payees of the 
receipt of the domestic relations order and of the 
Administrator's procedures for determining if the order 
is a Qualified Domestic Relations Order.

			(iii)	The Administrator shall determine whether 
the order is a Qualified Domestic Relations Order under 
the provisions of Section 414(p) of the Code.

			(iv)	The Administrator shall notify the named 
Participant and any Alternate Payees of its 
determination as to whether the order meets the 
requirements of a Qualified Domestic Relations Order.

		(b)	If, within 18 months beginning on the date the 
first payment would be made under the domestic relations order (the 
"18-Month Period"), the order is determined to be a Qualified 
Domestic Relations Order, the Administrator shall direct the 
Trustee to pay the specified amounts to the persons entitled to 
receive the amounts pursuant to the order.

		(c)	If, within the 18-Month Period (i) the order is 
determined not to be a Qualified Domestic Relations Order or (ii) 
the issue as to whether the order is a Qualified Domestic Relations 
Order has not been resolved, the Administrator shall direct the 
Trustee to pay the amounts (and any interest thereon) to the Par-
ticipant or other person who would have been entitled to such 
amounts if there had been no order.

		(d)	If an order is determined to be a Qualified 
Domestic Relations Order after the end of the 18-Month Period, the 
determination shall be applied prospectively only.

		(e)	A Qualified Domestic Relation Order shall not 
require (i) the Plan to provide any type or form of benefits, or 
any option, not otherwise provided under the Plan, or (ii) the 
payment of benefits to an Alternate Payee which are required to be 
paid to another Alternate Payee under another order previously 
determined to be a Qualified Domestic Relations Order.

		(f)	In the case of any payment before a Participant 
has terminated employment, a Qualified Domestic Relations Order 
shall not be treated as failing to meet the requirements of sub-
paragraph (e)(i) above solely because such order requires that 
payment of benefits be made to an Alternate Payee (i) on or after 
the date on which the Participant attains (or would have attained) 
the earliest retirement date, or (ii) as if the Participant had 
retired on the date on which such payment is to begin under such 
order (but taking into account only the value of the Participant's 
Account on such date).

	For this purpose, "earliest retirement date" shall mean the 
earlier of:  (1) the date on which the Participant is entitled to a 
distribution under the Plan, or (2) the later of the date the 
Participant attains age fifty (50), or the earliest date on which 
the Participant could begin receiving benefits under the Plan if 
the Participant terminated employment.

		(g)	To the extent provided in a Qualified Domestic 
Relations Order, the former Spouse of a Participant shall be 
treated as a Surviving Spouse for purposes of Sections 401(a)(11) 
and 417 of the Code.

		(h)	For the purposes of this Section, the following 
terms shall have the following definitions:

			(i)	Alternate Payee.  Any Spouse, former 
Spouse, child or other dependent of a Participant who 
is recognized by a domestic relations order as having a 
right to all or a portion of the benefits payable under 
the Plan to the Participant.

			(ii)	Qualified Domestic Relations Order.  Any 
domestic relations order or judgment that meets the 
requirements set forth in Section 414(p) of the Code.

		(i)	In addition to the right to all or a portion of 
the benefits payable under the Plan to a Participant, an Alternate 
Payee shall have the same option of directing the investment of the 
Participant's Account, pursuant to Section 0(a).

		(j)	After the award of benefits under the QDRO is 
made, the Administrator may offer the alternate payee the option of 
a lump sum distribution.

17. THE TRUST

17.1 The Trust

	By execution of this document the Employer hereby amends, 
restates, consolidates and continues the Trusts associated with the 
Retirement Plan and the ESOP as a single Trust, now associated with 
this 401(k) Plan.  The provisions of this ARTICLE shall relate to 
such consolidated and continued Trust, unless the Employer adopts a 
separate trust document which shall evidence the Trust, but only to 
extent that the provisions of that separate trust document are not 
materially inconsistent with this Article 17.  By execution of this 
document the Trustee accepts the position of trustee hereof, and 
all the duties and responsibilities of that position.  The Trust 
Fund shall consist of such cash and other property as shall be paid 
or delivered from time to time by the Employer to the Trustee, 
together with the earnings and profits thereon.  The Trust Fund 
shall be held, managed and administered by the Trustee in trust 
without distinction between principal and income in accordance with 
the provisions of this Plan.

17.2 Contributions to Trustee

	Contributions shall be paid to the Trustee in accordance with 
the terms of the Plan.  It shall be the duty of the Trustee to 
receive, hold, invest, reinvest and distribute each Trust Fund in 
accordance with the provisions of this Plan.  The Trustee shall be 
under no duty to enforce payment of any contribution to the Trust 
Fund and shall not be responsible for the adequacy of the Trust 
Fund to meet and discharge any liabilities under the Plan.

17.3 Investment Powers

	The Trustee, upon its own discretion with respect to Trust 
Fund investments, shall, except as otherwise restricted by law and 
as provided in the provisions hereof at Section 17.4 and 17.5, be 
authorized and empowered with respect to the general assets of the 
Trust Fund:

		(a)	to invest and reinvest the principal and income 
of the Trust Fund in any and all stocks, bonds, mutual funds, 
notes, debentures, mortgages, equipment trust certificates, 
insurance company contracts and in such other property, real 
or personal, investments and securities of any kind, class or 
character, including investments and qualifying securities or 
realty of the Employer, whether income-producing or not, 
units of any commingled, pooled or group trust fund 
maintained by a bank (including the Trustee, if it is a bank) 
within the meaning of Code Section 581 (the description of 
any such fund being incorporated herein by reference), or the 
savings accounts, certificates of deposit and time deposits 
of such a bank; and in making such investments and reinvest-
ments, the Trustee shall not be restricted to properties and 
securities authorized for investment by Trustees or other 
fiduciaries by the applicable statutory legal list of such 
properties and securities;

		(b)	to keep such portion of the Trust Fund in cash or 
cash balances as deemed to be in the best interest of the 
Trust;

		(c)	to sell, purchase and acquire put or call options 
(including such options employed with other investment 
combinations such as "collars") if the options (and 
investment combinations) are traded on and purchased through 
a national securities exchange registered under the 
Securities Exchange Act of 1934, as amended, or, if the 
options are not traded on a national securities exchange, are 
guaranteed by a member firm of the New York Stock Exchange.
 
		(d)	to sell, exchange, convey, transfer grant options 
to purchase or otherwise dispose of any securities or other 
property held by it, by private contract or at public auction 
(and no person dealing with the Trustee shall be bound to see 
the application of the purchase money or to inquire into the 
validity, expediency or propriety of any such sale or other 
disposition, with or without advertisement);

		(e)	to vote or to refrain from voting upon any 
stocks, bonds or other securities; to give general or special 
proxies or powers of attorney with or without power of 
substitution; to exercise any conversion privileges, sub-
scription rights, or other options and to make any payments 
incidental thereto; to consent to or otherwise participate in 
corporate reorganizations or other changes affecting 
corporate securities and to delegate discretionary powers and 
to pay any assessments or charges in connection therewith, 
and generally to exercise any of the powers of any owner with 
respect to stocks, bonds, securities or other property held 
in the Fund;

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

		(j)	to register any investment of the Trust Fund in 
its own name or in the name of a nominee or nominees and to 
hold any investment in bearer form, but the books and records 
of the Trustee shall at all times show that all such 
investments are part of the Trust Fund;

		(k)	to employ suitable agents and counsel, and to pay 
their reasonable expenses and compensation; and

		(l)	to borrow money from time to time for the 
purposes of the Trust on such terms and conditions as may be 
deemed to be advisable, and for any sum so borrowed to issue 
its promissory note as Trustee and to secure the repayment 
thereof by pledging all of any part of the Fund.

		Provided, however, that notwithstanding any provision 
of the Plan to the contrary, no Trust Fund assets attributable to 
individually directed account amounts shall be invested in 
"collectibles" (as defined by Section 408(m) of the Code).

17.4 Employer-Directed Investments

	Notwithstanding any other provision of this Plan except 
Section 17.5, the Employer shall have the right to direct in 
writing the Trustee from time to time to invest the assets of the 
Fund in such securities or other investments as the Employer shall 
specify in its direction, which may include, but shall not be 
limited to, specifying the investment funds to be offered to 
Participants pursuant to Section 17.5 and the percentage of assets 
to be invested in and among the investment options authorized for 
investment under Section 17.3.  Such direction shall be made in 
such form and manner as shall be required by the Trustee of the 
individual or individuals duly authorized by the Employer.

	Directed investments shall be made by the Trustee as soon as 
reasonably possible after actual receipt of such direction; 
provided, however, the Trustee shall not be liable for losses due 
to reasonable delay in the execution of such directions.  
Notwithstanding the foregoing, in no event shall a directed 
investment be permitted in such an investment that the Trustee, in 
its sole discretion, deems itself unable to administer efficiently, 
properly and conveniently with respect thereto; provided, however, 
that the Trustee's acceptance of the administration of a directed 
investment shall not be unreasonably withheld.  The Trustee shall 
be under no duty to question any such direction of the Employer 
with respect to investments, nor shall the Trustee be required to 
review any securities or other property held pursuant to written 
notice.  The Trustee shall not have any liability whatsoever for 
any losses which may result from either the Employer's direction or 
any investment decision made pursuant to this Section, or for any 
loss which may result by reason of the failure of the Company to 
make such directions.  Nor shall the Trustee have any liability or 
responsibility whatsoever for any disparity between the performance 
or rates of investment return of Employer-directed investments and 
the Trust Fund in general.

17.5 The Participant-Directed Investments, Including 
Participant Loans

		(a)	Investment Direction to the Trustee.  Each 
Participant may direct the Trustee (or the recordkeeping agent for 
the Trustee) as to the type of investment (including Participant 
loans permitted pursuant to a loan policy established by the 
Employer, at its discretion, then in effect) to invest the Plan 
assets credited to the Participant's Accounts (other than the 
Participant's ESOP Stock Account, PAYSOP Account, Forfeiture 
Accounts and 401(k) Stock Account) under investment options 
selected pursuant to Section 17.4 hereof by the Employer (or the 
Investment Committee, if appointed) as described in subsection (b) 
hereof.  Any directions to the Trustee with respect to investments 
shall be delivered in writing or telephonically to the Trustee (or 
the recordkeeping agent for the Trustee) and shall be on a form for 
such purpose provided by the Trustee.  Directed investments to be 
executed by the Trustee (or the recordkeeping agent for the 
Trustee) shall be made by the Trustee (or the recordkeeping agent 
for the Trustee) as soon as reasonably possible after actual 
receipt of such direction; provided, however, that the Trustee (or 
the recordkeeping agent for the Trustee) shall not be liable for 
any loss to the Account due to reasonable delay in the execution of 
such directions.  Such directed investments shall be limited to 
those investments selected by the Employer (or the Investment 
Committee, if selected), pursuant to Section 17.4 hereof subject to 
the duty to offer a diversity of investments, among the other 
duties imposed by ERISA, if the Employer wishes to invoke the 
protection of Section 404(c) of ERISA.  The Trustee may leave 
earnings on any securities so obtained for reinvestment in 
accordance with the direction of the Participant.  

	Notwithstanding the foregoing, in no event shall a directed 
investment of a Participant be permitted in such an investment that 
the Trustee, in its sole discretion, deems itself unable to 
administer efficiently, properly and conveniently with respect 
thereto; provided, however, that the Trustee's acceptance of the 
administration of a directed investment shall not be unreasonably 
withheld.  

	Upon establishing separate investment subaccounts pursuant to 
the next subsection hereof, each such subaccount shall be credited 
or charged only with the increases or decreases resulting from the 
investment thereof as a separate unit as well as the fees and 
expenses properly chargeable only to each such segregated 
subaccount.  The Trustee shall also charge against each such 
subaccount a pro rata portion of the fees and expenses incurred in 
the administration of the Plan in general, as described in 
subsection (b) below and Section 5.4(c)(9).  Thereafter, the value 
of the Accounts of a Participant who directs the investment thereof 
under this Section shall be determined by reference to the value of 
the subaccounts as of any applicable date of determination less 
such fees and expenses, notwithstanding any other provision of the 
Plan.  

	Neither the Employer nor the Trustee shall be under any duty 
to question any such direction of a Participant with respect to 
investment options, nor shall the Employer or Trustee be required 
to review any securities or the property held in any Account with 
respect to which investment options may be made.  Neither the 
Trustee nor the Employer shall have any liability or responsibility 
whatsoever for any disparity between the performance or rates of 
investment return of Participant-Directed Accounts and the 
remainder of the Trust Fund in general.  

	A Participant shall be entitled to direct the investment of 
the Participant's Accounts subject to investment  hereunder at such 
time and in such manner as may be nondiscriminatorily established 
by the Employer.

		(b)	Valuation of Subaccounts. The Trustee shall 
maintain a set of investment option subaccounts for each of the 
Accounts described at subsection (c) hereof on the books of the 
Trust.  The Accounts shall indicate separately the dollar amounts 
of all contributions made to each investment option and the value 
of such investment option under the Account from time to time with 
respect to each Participant.  If a permitted investment option is a 
mutual fund valued on a "daily" basis, the value of such mutual 
fund as of any day in the Plan Year shall be treated as the 
reported net asset value of a share of the fund.  Interests in a 
collective (i.e., common) trust fund shall be valued on a quarterly 
basis  The value of Employer Stock, however, shall be reported for 
purposes of Plan under ERISA's reporting and disclosure requirement 
on a "unitized basis."  To the extent the expenses of the 
administration of the Plan and Trust are not directly attributable 
to a specific investment in a subaccount of a Participant-directed 
Account as described in subsection (a) above, the expenses shall be 
prorated among all the Accounts on the basis of the respective 
value of each Account to the value of all Accounts in the aggregate 
as of the most recent Allocation Date preceding the expense as 
provided in Section 5.4(c)(9) hereof.  

		(c)	Investment of Elective Deferrals, Matching 
Employer Contributions, Employer Profit Sharing Contributions, 
Qualified Nonelective Employer Contributions (Not Invested In 
Employer Stock), Indirect Rollovers, Direct Rollovers, Retirement 
Plan Accounts, and ESOP Investment Accounts.  Before each Plan Year 
in time to communicate the investment options to Employees, the 
Employer (or the Investment Committee, if appointed) may select 
investment options (including collective funds and mutual funds) 
which will be offered to Participants.  Each Participant may choose 
to invest all of the balances of the Participant's Elective 
Deferral Account, Matching Employer Account, Employer Profit 
Sharing Account, that portion of the Qualified Nonelective Employer 
Contribution Account not invested in Employer Stock as described in 
subsection (e) hereof, and the Participant's Retirement Accounts 
(including the Prior Defined Benefit Pension Plan Account) and ESOP 
Investment Account in these investment options according to rules 
established by the Administrator (or the Investment Committee, if 
selected).  However, if any portion of an Account is invested 
pursuant to the direction of a Participant, the entire Account must 
be Participant-directed, or the Participant directions shall be 
void and the Account will be invested as part of the general Trust 
Fund.  The Trustee shall establish and maintain investment 
subaccounts for each investment option for each Participant who 
elects to direct investment of these Accounts.  Investment options 
offered by the Employer may be changed from time to time as it 
deems necessary or advisable, in its sole discretion, and the 
Administrator may elect not to offer any investment options during 
any period.  

		The Trustee may establish nondiscriminatory 
administrative procedures as to the processing of transfers and 
changes in the allocation of future contributions to the Accounts 
in which the investment may be Participant directed.

		(d)	Forfeiture Accounts.  Forfeiture Accounts shall 
not be subject to individual Participant direction, and to the 
extent forfeitures in such Accounts cannot reduce and offset 
Employer Matching Contributions or can be allocated like Employer 
Profit Sharing Contributions, such Forfeiture Accounts shall be 
invested by the Trustee as general assets of the Trust Fund.  

		(e)	Investment of one half (1/2) of one percent (1%) 
of the Qualified Nonelective Employer Contributions.  The first one 
half (1/2) of one percent (1%) of the contributions made to the 
Trust Fund by the Employer pursuant to Section 4.2 in Employer 
Stock or in cash, but then invested in Employer Stock at the 
direction of the Employer, shall be held in each Participant's 
401(k) Stock Account.

		(f)	Investment of the ESOP Stock Account and PAYSOP 
Account in Employer Stock.  The assets of the ESOP Stock Account 
and PAYSOP Account shall remain invested in Employer Stock and 
these Accounts shall not be subject to Participant-directed 
investment, but shall be considered an Employer-directed 
investments.  

	The Administrator shall retain an appraiser to make a 
determination of the Fair Market Value of the Employer Stock held 
in the Plan in a fair, nondiscriminatory fashion as of the end of 
each Plan Year.  

		(g)	Segregation of Funds.  All investment subaccounts 
shall be part of the commingled Trust Fund as regards any interest 
of the Participants and Beneficiaries therein.  No one has or shall 
have any exchangeable or assignable interest in the subaccounts, 
which are merely bookkeeping accounts of the Trust Fund, prior to 
the time when a distribution is required to be made from the Trust, 
and then only to the extent that such distribution or distributions 
are from time to time payable.  Nothing contained in the Plan shall 
have, or be deemed to have, the effect of creating a separate trust 
or trusts for the benefit of any Participant, Inactive Participant 
or Beneficiary.

		(h)	Payment of Expenses.  The Employer does not and 
will not guaranty the Trust Fund against loss.  The Employer shall 
pay the settlor expenses of the Plan and Trust, including the fees 
of consultants and lawyers, and other expenses, in connection with 
the amending, restating, converting and continuing the Plan and 
Trust as a 401(k) Plan.  The Employer, however, shall not be 
obligated to pay, although it may do so in its sole discretion, the 
fees of the Trustee (provided the Trustee is not a paid employee of 
an Employer) from time to time for acting as such or other costs 
and expenses of administering the Plan and Trust, the taxes imposed 
upon the Trust, if any, and the fees, charges, or commissions with 
respect to the purchase and sale of trust investments.  Such other 
costs and expenses, taxes (if any), and fees, charges, and 
commissions shall be a charge upon the Trust Fund and allocated on 
a per capita basis as described at Section 5.4(c)(9) hereof.

		(i)	Minimum Beginning Credit Balances.  The credit 
balances of each Participant in the investment funds of this Plan 
as of the effective date of this amendment, restatement, conversion 
and continuation of the Plan shall be equal to the Participant's 
respective credit balances in the funds in the aggregate of the 
Retirement Plan and ESOP of the day immediately prior to such 
amendment, restatement, conversion and continuation.

17.6 Custodial Role

	Notwithstanding any other provisions in this Plan, if the 
Trustee is a bank and the bank does not have trust powers under 
State and/or Federal banking laws and regulations, but otherwise 
qualifies as a Bank under Section 581 of the Code, then the Trustee 
will assume the role as a custodian under this Plan, and all 
investments shall be handled in accordance with Section 17.4 or 
Section 17.5 as applicable.  Furthermore, a bank or trust company 
having trust powers shall act as custodian where Participant or 
Employer-directed investments are made under Sections 17.4 or 
Participant-directed Investments are made under Section 17.5.  In 
such cases the Trustee's responsibilities will be as provided in 
Sections 17.4 and 17.5.

17.7 Liability of Trustee

	The Trustee shall not be liable for its failure to carry out 
the terms of this Plan, or any instruction or direction of the 
Employer (or its agent), the Administrator (or Committee) or a 
Participant, when issued in accordance with this Plan, or for 
relying upon advice given by any competent counsel or other agent 
employed by the Trustee or Employer or the Administrator, or for 
the making, retention or sale of any investment or reinvestment, or 
for any loss to or diminution of the Trust Fund, except due to its 
own negligence, misfeasance, nonfeasance or malfeasance, lack of 
good faith or conduct otherwise constituting a breach of fiduciary 
duty under ERISA.

17.8 Court Actions

	As a prerequisite to taking any action hereunder, the Trustee 
shall neither be required to receive either any order to consent of 
any court, nor shall the Trustee be required to file any court 
return or to report to any court.

17.9 Prudent Man Rule

	In discharging its duties, the Trustee shall act with the 
skill, prudence and diligence under the circumstances then 
prevailing that a prudent man acting in a like capacity and 
familiar with such matters would use in the conduct of an enter-
prise of like character and with like aims:

		(a)	by diversifying the investments of the Trust, to 
the extent the Trustee has the discretionary authority and 
responsibility for such investments, so as to minimize the 
risk of large losses, unless under the circumstances it is 
clearly prudent not to do so; and

		(b)	in accordance with the documents and instruments 
governing the Plan, insofar as such documents and instruments 
are consistent with the provisions of ERISA.

17.10 Prohibited Transactions

	Any other provisions of the Plan and Trust Agreement to the 
contrary notwithstanding, neither the Employer, the Administrator, 
the Trustee nor any Disqualified Person as defined in Section 
4975(d) of the Code may engage, directly or indirectly, in any of 
the acts or transactions under Section 4975(c) of the Code and 
Section 406 of ERISA for which no exemption is provided by Section 
4975(d) of the Code or Section 408 of ERISA.

17.11 Conflict of Interest

	The Trustee shall not (a) deal with the assets of the Plan in 
its own interest or for its own account, (b) in its individual or 
in any other capacity, act in any transaction involving the Plan 
(or on behalf of a party or representing a party) where interests 
are adverse to the interest of the Plan or the interest of its 
Participants or Beneficiaries, or (c) receive any consideration for 
its own account from any party dealing with the Plan in connection 
with a transaction involving the assets of the Plan.

	Provided, however, that nothing in this Section shall be 
construed to preclude the Trustee from receiving reasonable 
compensation for services rendered, or for reimbursement of 
expenses properly and actually incurred in the performance of its 
duties under the Plan.

17.12 Exemptions

	Nothing in this ARTICLE shall be construed to preclude a 
transaction which is otherwise prohibited hereunder or under the 
Act, provided that the Trustee, or any other interested party or 
parties, shall first apply to, and secure from the Secretary of 
Labor, an exemption with respect to such transaction.

17.13 Fiduciary Insurance

	The Trustee may purchase insurance to insure itself, the 
Trust Fund, or other fiduciary against liability or losses occur-
ring by reason of an act or omission of any fiduciary, provided 
that such insurance shall permit recourse by the insurer against 
the fiduciary in the case of a breach of fiduciary duty.

17.14 Accounts

	The Trustee shall keep accurate and detailed accounts of all 
investments, receipts, disbursements and other transactions 
hereunder, and all accounts, investment subaccounts, books and 
records relating thereto shall be open to inspection and audit at 
all reasonable times by any person designated by the Employer.  The 
Trust Fund may, at the Trustee's discretion, be administered on a 
unit accounting basis and the value of a unit on the date of 
adoption or amendment of the Plan shall be as determined by the 
Trustee.

17.15 Reports

	Annually, or more frequently if determined by either the 
Employer or the Trustee, or as shall be required by law, the 
Trustee shall cause a valuation to be made of the Trust Fund at its 
Fair Market Value.  Within 120 days after the end of the Plan Year 
(or on such other date as may be prescribed under regulations of 
the Secretary of Labor) and at the time of each valuation during 
the Plan Year, the Trustee shall file with the Employer and certify 
the accuracy of a written statement setting forth, for the 
valuation period, all investments, receipts, disbursements, and 
such other information as the Trustee maintains which the Employer 
may require from time to time in order to fulfill its obligations 
under applicable law.  Upon expiration of 90 days from the date of 
filing of the statement as provided herein, the Trustee's liability 
for any inaccuracies or omissions appearing upon the face of such 
statement shall cease, except as otherwise may be provided by law, 
and except with respect to any inaccuracies or omissions as to 
which the Employer shall file with the Trustee written objection 
before the expiration of such 90-day period.

	To the extent consistent with applicable law, each 
transaction, whether an increase or a decrease to the Trust Fund, 
may be expressed in terms of a number of units computed on the 
basis of the unit value determined on the preceding Allocation 
Date.  In the event that transactions are reported in this manner, 
the Trustee shall state, in addition to such other information as 
is required by law, the number of units in the Trust Fund and the 
value of a unit on the date of the statement.

17.16 Payments

	The Trustee shall make payment from the Trust Fund to such 
persons, in such manner and in such amounts as the Administrator 
may direct in writing from time to time.  The Trustee shall be 
fully protected in acting upon any such written direction without 
inquiry or investigation, and shall have no duty or authority to 
determine the rights or benefits of any Participant or Beneficiary 
under the Plan, or to inquire into the right or power of the 
Employer to direct any payment from the Fund.

17.17 Direction of Committee

	The Trustee shall be fully protected in relying upon the 
written certification of the Employer as to the membership and 
extent of authority of any committee duly authorized to act on its 
behalf and in continuing to rely thereon until subsequent 
certification has been delivered to the Trustee.  The Trustee shall 
be fully protected in relying and acting upon any written direction 
of such committee whose membership and authority has been certified 
to the Trustee, and in continuing to so act and rely until 
subsequent certification that said authority has been revoked or 
modified has been delivered to the Trustee.

17.18 Impossibility of Performance

	In case it becomes impossible for either the Employer or the 
Trustee to perform any act under this ARTICLE, that act shall be 
performed which in the judgment of the Trustee will most nearly 
carry out the intent and purpose of the Plan.  All parties to this 
Plan or all parties in any way interested in the Plan shall be 
bound by any acts performed under such conditions.

17.19 Expenses

	The expenses incurred by the Employer in the installation, 
administration and amendment of the Plan shall be paid from the 
Trust Fund, unless paid directly by the Employer.  Such compensa-
tion to the Trustee as may be agreed upon in writing from time to 
time between the Employer and the Trustee and the expenses incurred 
by the Trustee in the performance of its duties, including 
professional fees of any person, firm or agent employed by the 
Trustee to carry out the investment, management or administrative 
functions hereunder, and all other proper charges and disbursements 
of the Trustee, shall be paid from the Trust Fund, unless paid 
directly by the Employer in its sole discretion.

17.20 Taxes

	The Trustee shall pay out of the Trust Fund taxes of any and 
all kinds including, without limiting the generality of the 
foregoing, property taxes and income taxes levied or assessed under 
existing or future laws upon or with respect to the Trust, or any 
moneys, securities or other property forming a part thereof, or the 
income therefrom, subject to the terms of any agreements or 
contracts made with respect to trust investments which make other 
provisions for such tax payments.  The Trustee may assume that any 
taxes assessed on or with respect to the Trust or its income are 
lawfully assessed unless the Employer shall in writing advise the 
Trustee that in the opinion of counsel for the Employer, such taxes 
are or may be unlawfully assessed.  In the event that the Employer 
shall so advise the Trustee, the Trustee shall, if so requested in 
writing by the Employer, contest the validity of such taxes in any 
manner deemed appropriate by the Employer or its counsel for the 
refund, abatement, reduction or elimination of any such taxes.

17.21 Resignation or Removal of Trustee

	The Trustee may resign at any time upon 90 days' written 
notice to the Employer (or such other shorter notice as may be 
accepted by the Employer).  The Trustee may be removed by the 
Employer, or the Employer may increase or decrease the number of 
Trustees, at any time upon 90 days' written notice delivered to the 
Trustee (or such shorter notice as may be accepted by the Trustee).  
In the event of such removal or resignation, the Employer shall 
designate a Successor Trustee or other medium of funding under an 
agreement executed for such purpose.  If the Employer does not so 
designate such Successor Trustee or medium of funding within 60 
days, the Trustee may apply to a court of competent jurisdiction 
for the purpose of securing the designation of same.  Upon the 
expiration of 90 days from resignation or removal of the Trustee 
(or such shorter period as agreed upon), the Trustee's liability 
for any inaccuracies or omissions shall cease, except as otherwise 
may be provided by law, and except with respect to any inaccuracies 
or omissions as to which the Employer shall file with the Trustee 
written objection before the expiration of such 90-day period (or 
such shorter period as agreed upon).

17.22 Transfer of Assets to a Successor Trustee or Other 
Medium of Funding

	In the event the Employer wishes to continue the Plan through 
a Successor Trustee or through another medium of funding, it may, 
upon 90 days' written notice (or shorter notice if agreed by the 
Successor Trustee) and upon furnishing evidence of the continuation 
of the Plan through a Successor Trustee or medium of funding, 
direct the Trustee to transfer the assets of the Trust Fund to such 
Successor Trustee or medium of funding, in which event the Trustee 
shall deliver in cash or in kind the assets of the Trust Fund (less 
reasonable and contracted for expenses), including such instruments 
of conveyance and further assurance as may be reasonably required 
for vesting in such Successor Trustee or other medium of funding 
all right, title and interest of the Trustee in assets of the Trust 
Fund attributable to the Employer.  The transfer of assets under 
the circumstances above shall not, within itself, be deemed a 
termination of the Plan, or a cessation of Qualified Nonelective 
Employer Contributions, Employer Matching Contributions or Employer 
Profit Sharing Contributions to the Plan.  Upon completion of such 
transfer of assets, the terms and provisions of the Plan shall 
continue to control with respect to the Employer or the Plan (or 
its successor) as it may be continued by the Employer.

17.23 Assets of Controlled Group Members

	A Controlled Group Member with the written approval of the 
other Controlled Group Members may direct the Trustee to commingle 
the Trust Fund assets with those of the assets of other Controlled 
Group Members held by the Trustee in a mutual, commingled, pooled 
or common Trust Fund; provided, however, that adequate records 
shall be maintained at all times so that it is possible to 
ascertain and separate the Trust Fund assets of each Controlled 
Group Member.

17.24 Distributions in Kind

	The Administrator may direct the Trustee (or its 
recordkeeping agent) to make distributions in kind rather than in 
cash, provided any such distribution is to an Individual Retirement 
Account described in Section 408 of the Code and established with 
the Plan's recordkeeper, and provided such distribution shall not 
favor a Highly Compensated Employee of the Spouse of a Highly 
Compensated Employee who is an Alternate Payee under a Qualified 
Domestic Relations Order described in Section 16.6.

17.25 Purchases and Sales of Employer Stock

	All purchases of shares of Employer Stock shall be made at 
prices which, in the judgment of the Plan Administrator, do not 
exceed the Fair Market Value of such stock.  All sales of shares of 
Employer Stock shall be made at prices which, in the judgment of 
the Plan Administrator, are not less than the Fair Market Value of 
such stock.  The determination of Fair Market Value shall be made 
in good faith by the Plan Administrator in accordance with the Plan 
and in accordance with any applicable provisions of ERISA.  The 
Plan Administrator shall direct the Trustee when to buy or sell 
Employer Stock and at what price, and the Trustee shall have no 
duty to question the directions of the Plan Administrator in this 
respect or to advise the Plan Administrator regarding the purchase, 
retention or sale of Employer Stock; provided, however, that the 
Plan Administrator shall not direct the Trustee to act otherwise 
than in accordance with the Plan and Trust Agreement and in 
accordance with any applicable provisions of ERISA, including any 
applicable rules regarding prohibited transactions.

17.26 Restrictions on Employer Stock

		(a)	Shares of Employer Stock distributed by the 
Trustee which are not publicly traded at the time the right may be 
exercised shall be restricted by a right of first refusal.  If any 
Participant or Beneficiary to whom shares of Employer Stock have 
been distribute by the Trustee shall desire to sell some or all of 
such shares (or any shares derived from such shares) to a third 
party (i.e., someone other than the Trustee or the Employer), the 
Participant shall give written notice of such desire to the 
Employer and the Trustee.  This notice shall set forth the number 
of shares offered for sale, the proposed terms of the sale and the 
name and address of the third party.

		For a period of fourteen (14) days from the date such 
notice is given, the Trustee and the Employer shall have an option 
to buy all or any of the offered shares on the same terms offered 
by the third party and at the price determined pursuant to the 
following subsection (b) in accordance with Treasury Regulation 
Section 54.4975-11l(d)(5).  As between the Trustee and the 
Employer, the Employer shall have priority to acquire the offered 
shares pursuant to such option.  Such option may be exercised by 
the Trustee or the Employer, as the case may be, by giving written 
notice of such exercise to the selling Participant or Beneficiary.  
The closing pursuant to any exercise of such option shall take 
place within ten (10) days after the giving of such notice of 
exercise.  At such closing, the selling Participant or Beneficiary 
shall deliver certificates representing the offered shares duly 
endorsed in blank for transfer, or with stock powers attached duly 
executed in blank.

		If the Trustee and the Employer do not exercise their 
option to buy the offered shares, the selling Participant or 
Beneficiary shall have the right, at any time within sixty (60) 
days after the expiration of such fourteen (14) day period, to sell 
the offered shares to such third party for a price and on terms no 
more favorable to the third party than those set forth in the 
written notice given by the selling Participant or Beneficiary to 
the Trustee and the Employer.  If no sale of the offered shares 
meeting the foregoing requirements is made within such period of 
sixty (60) days, the shares shall again become subject to such 
right of first refusal as though no notice had been given pursuant 
to this Section.

		Such option may be exercised at any time within 
fourteen (14) days after the Trustee and the Employer have actual 
knowledge of such death.  Such option may be exercised by the 
Trustee or the Employer, as the case may be, by giving written 
notice of such exercise to the personal representative of the 
deceased Participant or Beneficiary or to the distributees of the 
estate of the deceased Participant or Beneficiary if no personal 
representative has been appointed.  The closing pursuant to any 
exercise of such option shall take place within ten (10) days after 
the giving of such notice of exercise.  At such closing, the 
personal representative or distributees of the deceased Participant 
or Beneficiary shall deliver certificates representing the offered 
shares duly endorsed in blank for transfer, or with stock powers 
attached duly executed in blank.

	A Participant or Beneficiary to whom shares of Employer Stock 
have been distributed by the Trustee may not transfer or dispose of 
any shares so received (or any shares derived from shares so 
received) otherwise than as expressly permitted by this Section.  
Shares of Employer Stock distributed by the Trustee may include 
such legend restrictions on transferability as may be necessary to 
preserve the foregoing rights of first refusal and options or as 
the Employer may reasonably require in order to assure compliance 
with applicable federal and state securities laws.

		(b)	The exercise price for any Employer Stock 
acquired pursuant to the above subsection (a) from a person other 
than a "disqualified person" (as defined in the following Section 
11.6(c)) shall be the greater of:  (i) the Fair Market Value of 
such Employer Stock as of the most recent Valuation Date; or (ii) 
the purchase price offered by an independent party making a bona 
fide offer to purchase such Employer Stock.

		The exercise price for any Employer Stock acquired 
pursuant to the above subsection (a) from a person who is a 
disqualified person (as defined in the following Section 11.6(c)) 
shall be the greater of:  (i) the Fair Market Value of such 
Employer Stock determined as of the date written notice is given by 
the Participant or Beneficiary of the Participant's desire to sell 
some or all of such person's shares of Employer Stock; or (ii) the 
purchase price offered by an independent party making a bona fide 
offer to purchase such Employer Stock.

17.27 Registration of Employer Stock

	If the Plan Administrator directs the Trustee to dispose of 
any Employer Stock under circumstances which require registration 
and/or qualification of the securities under applicable federal or 
state securities laws, then the Employer, at its expense, will 
take, or cause to be taken, any and all such actions as may be 
necessary or appropriate to effect such registration and/or 
qualification.

17.28 Investments in Employer Stock

		(a)	The Trustee shall have all powers and authority 
necessary for the performance of its duties, including those powers 
designated in the Trust Agreement and in this Plan.  However, such 
powers shall not include the power to borrow to purchase Employer 
Stock.  

		(b)	Any cash received by the Trustee or credited to 
the ESOP Investment Account, PAYSOP Account or the 401(k) Employer 
Stock Account of any Participant shall be invested to the extent 
practicable in shares of Employer Stock.  The Trustee is 
specifically authorized to invest and hold up to one hundred 
percent (100%) of the Trust assets credited to these Accounts in 
"qualifying employer securities" (as that term is defined in 
Section 407(d)(5) of ERISA).  The Trustee may purchase such 
Employer Stock directly from the Employer in accordance with 
Section 401(e) of ERISA or from any other available source (also in 
compliance with ERISA).  Such stock or securities may be 
outstanding, newly issued or treasury securities. All such 
purchases must be made at not more than their Fair Market Values.  

		(c)	In the event that Employer Stock is purchased 
with any assets of the Trust, such Employer Stock shall be 
allocated in accordance with Section 5.4(2)(a) hereof.

17.29 Independent Appraisals

	All valuations of Employer Stock which is not readily 
tradable on an established securities market for Plan purposes 
shall be made by an independent appraiser meeting requirements 
similar to those contained in Treasury regulations under Section 
170(a)(1) of the Code.

18. AMENDMENT OR TERMINATION

18.1 Right to Amend Plan

		(a)	Only the Sponsoring Employer may amend this Plan.  
The Plan may be amended at any time and from time to time; 
provided, however, that no amendment shall limit or remove the 
authority of the Sponsoring Employer to terminate the Plan, or 
shall change the duties or liabilities of any of the parties 
without their consent.  No amendment shall have any retroactive 
effect so as to deprive any Participant of any vested interest 
except that no amendment made to conform to the Code or any federal 
or state statute, regulation or ruling shall be considered 
prejudicial to any Participant, and that no amendment shall ever 
cause any reversion of funds to the Employer.

		(b)	If the Plan's Vesting Schedule is amended, or the 
Plan is amended in any way that directly or indirectly affects the 
computation of the Participant's nonforfeitable percentage or if 
the Plan is deemed amended by an automatic change to or from a 
Top-Heavy Vesting Schedule, each Participant with at least three 
(3) Years of Service with the Employer may elect, within a 
reasonable period after the adoption of the amendment or change, to 
have the nonforfeitable percentage computed under the Plan without 
regard to such amendment or change.

	The period during which the election may be made shall 
commence with the date the amendment is adopted or deemed to be 
made and shall end on the latest of:

			(i)	sixty (60) days after the amendment is 
adopted;

			(ii)	sixty (60) days after the amendment becomes 
effective; or

			(iii)	sixty (60) days after the Participant is 
issued written notice of the amendment by the Employer 
or Administrator.

		(c)	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.  For purposes of 
this subsection, a Plan amendment which has the effect of decreas-
ing 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.  
Furthermore, if the vesting schedule of a Plan is amended, in the 
case of an Employee who is a Participant as of the later of the 
date such amendment is adopted or the date it becomes effective, 
the nonforfeitable percentage (determined as of such date) of such 
Employee's Employer-derived Accrued Benefit will not be less than 
the percentage computed under the Plan without regard to such 
amendment.

18.2 Limitation of Right to Amend

	No amendment shall have the effect of causing or permitting 
any part of the Trust Fund to be used for or diverted to, purposes 
other than for the exclusive benefit of Participants, former 
Participants and Beneficiaries, and no amendment shall have the 
effect of revesting in the Employer any portion of the Trust Fund.

18.3 Termination of Plan by Sponsoring Employer

		(a)	Right Reserved.  Although the Sponsoring Employer 
expects the Plan to be continued indefinitely, it reserves the 
right to terminate the Plan at any time by action of the Board and 
to discontinue all contributions hereunder.  The Sponsoring 
Employer reserves the right to temporarily suspend contributions 
from time to time as it shall deem appropriate and necessary, and 
such suspension of contributions shall not be considered to be a 
termination of the Plan.  In the event of termination or partial 
termination of the Plan, or a complete discontinuance of 
contributions to the Plan, the Sponsoring Employer shall notify the 
Trustee in writing of such termination and, prior to any 
distribution of assets hereunder, shall file notice, in such form 
and manner as is required by law, if any, with the Internal Revenue 
Service.

		(b)	Distribution Upon Termination.  In the event of 
the termination or partial termination of the Plan, the Account 
balances of each affected Participant shall be nonforfeitable.  In 
the event of a complete discontinuance of contributions, the 
Account balances of each affected Participant will be nonfor-
feitable.  The Sponsoring Employer, by written notice of terminat-
ion of the Plan, shall direct the Trustee to reduce such assets of 
the Trust Fund to cash which are not designated by the Employer, 
or, in the case of illiquid assets, by the Trustee, to be retained 
for distribution in kind.  The Trustee shall cause a valuation of 
the Trust Fund to be made as of the date such assets are reduced to 
cash, at which time the balances of Accounts shall be brought up to 
date.  Upon completion of such accounting and receipt from the 
Sponsoring Employer of directions as to the form of distributions, 
the Trustee shall distribute the assets of the Trust Fund to the 
Participants or Beneficiaries, as the case may be, in accordance 
with such directions.  Each Participant or Beneficiary who is 
entitled to receive a distribution from an Account may elect to 
receive the payment of such Account in a lump sum or through an 
annuity purchased from a commercial insurance carrier licensed in 
the State of Tennessee.  

18.4 Mergers

	In the event of any merger or consolidation with, or transfer 
of assets to any other plan, each Participant will receive a 
benefit immediately after such merger, consolidation or transfer 
(if the Plan then terminated) which is at least equal to the 
benefit the Participant was entitled to immediately before such 
merger, consolidation or transfer (if the Plan had then 
terminated).

19. MISCELLANEOUS

19.1 Liability of Employer

	No Employee, Participant, Inactive or Retired Participant or 
Beneficiary shall have any right or claim to any benefit under the 
Plan except in accordance with its provisions.  The adoption of the 
Plan shall neither be construed as creating any contract of 
employment between the Employer and any Employee or otherwise 
conferring upon any Employee or other person any legal right to 
continuation of employment, nor as limiting or qualifying the right 
of the Employer to discharge any Employee without regard to the 
effect that such discharge might have upon the Participant's rights 
under the Plan.

19.2 Spendthrift Clause

	No benefit or interest available hereunder will be subject to 
assignment or alienation, either voluntarily or involuntarily.  The 
preceding sentence shall also apply to the creation, assignment, or 
recognition of a right to any benefit payable with respect to a 
Participant pursuant to a domestic relations order, unless such 
order is determined to be a Qualified Domestic Relations Order, or 
any domestic relations order entered before January 1, 1985.

19.3 Successor Business of Employer

	Unless this Plan is sooner terminated, any incorporated 
successor to the business of the Employer may continue the Plan and 
such successor shall thereupon succeed to all the rights, powers 
and duties of the Employer hereunder.  The employment of any 
Employee who has continued in the employ of such successor shall 
not be deemed to have been terminated or severed for any purpose 
hereunder.

	In the event that the Employer is reorganized or dissolved 
for any reason without any provision being made for the continuance 
of this Plan by a successor to the business of the Employer, the 
Plan shall terminate and the assets shall be distributed as 
provided in Section 18.3(b).

19.4 Insurance Company Not Responsible

	No insurance company which may issue any policy upon the 
application of the Trustee shall be required to take or permit any 
action contrary to the provisions of such policy; or be bound to 
allow any benefit or privilege to any person interested in any 
policy it has issued which is not provided in such policy; or be 
deemed to be a party to this Agreement for any purpose; or be 
responsible for the validity of this Agreement; or be required to 
look into the terms of this Agreement or question any act of the 
Trustee hereunder; or be required to see that any action of the 
Trustee is authorized by this Agreement.  Any such issuing company 
shall be fully discharged from any and all liability for any amount 
paid to the Trustee, or in accordance with its direction; and no 
issuing company shall be obligated to see to the application of any 
moneys so paid by it.  Any such issuing company shall be fully 
protected in taking or permitting any action on the faith of any 
instrument executed by the Trustee, and shall incur no liability 
for so doing.

19.5 Persons Under Legal Disability

In the case of any distribution to a minor or other person 
under a legal disability, the Plan Administrator, in its 
discretion, may determine and shall so direct the Trustee that 
benefit payments shall either (1) be made directly to such person 
under a legal disability or (2) be made directly to the person who 
has assumed the care of such person to be used for the support, 
maintenance or education of such person, or (3) be made to the duly 
appointed guardian or other representative, if any, of such person.  
Any action taken by a duly appointed guardian or other legally 
authorized representative on behalf of an individual under a legal 
disability, including any consent given by such guardian or 
representative, shall have the effect of action taken or consent 
given by the individual.

19.6 Conflict of Provisions

	If any provision or term of this Plan, or of the Trust 
Agreement entered into pursuant hereto, is deemed to be at variance 
with, or contrary to, any law of the United States or applicable 
state law, said provision shall be severable to the extent it does 
not disqualify the Plan under Sections 401(a) and 501(a) of the 
Code and the provision of the law shall be deemed to govern.

19.7 Definition of Words

	Feminine or neuter pronouns shall be substituted for those of 
the masculine form, and the plural shall be substituted for the 
singular, in any place or places herein where the context may 
require such substitution or substitutions.

19.8 Titles

	The titles of ARTICLES and Sections are included only for 
convenience and shall not be construed as a part of the Plan or in 
any respect to affect or modify its provisions.

19.9 Multiple Copies

	This Plan may be executed in counterparts, each of which 
shall be considered an original.

19.10 Applicable Law

	Except with respect to a separate trust document adopted by 
the Employer which contains a provision that other state law 
applies to that document, the laws of the State of Tennessee shall 
apply with respect to the interpretation and construction of the 
provisions of the Plan, to the extent not preempted by ERISA or 
given over herein under ERISA to the interpretation or construction 
of the Administrator under Section 16.1.
 

EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration
Statement of Dollar General Corporation on Form S-8 of our report dated
February 24, 1998, appearing in the Annual Report on Form 10-K of Dollar
General Corporation for the year ended January 30, 1998.

/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP

Nashville, Tennessee
October 9, 1998

EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the registration
statements of Dollar General Corporation on Form S-8 (Nos.
33-23796,33-31827, 33-51589 and 33-51591) or our report dated March 5,
1997 on our audits of the consolidated financial statements of Dollar
General Corporation and Subsidiaries as of January 31, 1997 and for the
years ended January 31, 1997 and 1996, which report is included in the
Annual Report on Form 10-K filed April 20, 1998.

/s/PriceWaterhouseCoopers LLP
October 9, 1998