As filed with the Securities and Exchange Commission on  February
          6, 1995
                                                Registration No. 33-______ 



                                                                           


                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                                            

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

                                                            

                                  KIRBY CORPORATION
                (Exact name of registrant as specified in its charter)

               Nevada    74-1884980
               (State or other jurisdiction of    (I.R.S. Employer
               incorporation or organization)     Identification No.)

               1775 St. James Place, Suite 300
               Houston, Texas 77056
               (Address of principal executive offices)     (Zip Code)

                                                            
                                  KIRBY 401(K) PLAN
                               (Full title of the plan)
                                                            

               George A. Peterkin, Jr.  Copy to:
               President Henry Gilchrist, Esq.
               Kirby Corporation   Jenkens & Gilchrist,
               1775 St. James Place, Suite 300    A            Professional
          Corporation
               Houston, Texas  77056    1445 Ross Avenue, Suite 3200
               (713) 629-9370 Dallas, Texas  75202
               (Name, address and telephone number
               including area code of agent for service)

                                                            
<PAGE>






                           CALCULATION OF REGISTRATION FEE



          Title of Class   Amount To    Proposed  Proposed  Amount
          of Securities    Be           Maximum   Maximum   of
          to be Registered Registered   Offering  Aggregate Registration
                           (1)          Price     Offering  Fee (3)
                                        per       Price
                                        Share     (2)(3)
                                        (2)(3)

          Common Stock,   300,000       $15.875   $4,762,500 $1,643
          $0.10           Shares
          par value
          per share                  

               (1)  Pursuant  to Rule  416(c) under  the Securities  Act of
          1933,  as amended,  this  Registration Statement  also covers  an
          indeterminate amount  of interests to be offered or sold pursuant
          to the Kirby 401(k) Plan (the "Plan").
               (2)  Estimated  solely for  the purpose  of calculating  the
          registration fee.
               (3)  Calculated   pursuant   to    Rule 457(c)   and    (h).
          Accordingly,  the price  per share  of the  common  stock offered
          hereunder  pursuant to  the Plan  is based  on 300,000  shares of
          common stock  that may be  offered or  sold under the  Plan at  a
          price per  share of $15.875, which is  the average of the highest
          and  lowest  selling  price per  share  of  common  stock on  the
          American Stock Exchange, Inc. on January 31, 1995.



                                                                           
<PAGE>






                                       PART II

                    INFORMATION REQUIRED IN REGISTRATION STATEMENT


          Item 3.  Incorporation of Documents by Reference.

               The registrant and the  Plan hereby incorporate by reference
          in this registration statement the following documents previously
          filed  by  the  registrant   with  the  Securities  and  Exchange
          Commission (the "Commission"):

                    (1)  the  registrant's Annual Report on Form 10-K filed
               with  the Commission for the fiscal  year ended December 31,
               1993;

                    (2)  the  registrant's  Quarterly Reports  on Form 10-Q
               for the quarters ended  March 31, June 30 and  September 30,
               1994, filed with the Commission; 

                    (3)  the  registrant's Report on  Form 8-K,  filed with
               the Commission on December 9, 1994; and

                    (4)  the  description of  the common  stock, par  value
               $0.10 per share,  of the registrant (the "Common Stock") set
               forth  in  the  Registration  Statement on  Form 8-B,  dated
               October 14,  1976, including  any amendment or  report filed
               for the purpose of updating such description.

               All documents  filed by  the registrant with  the Commission
          pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), subsequent
          to the date of this registration statement shall be  deemed to be
          incorporated herein by reference and to be a part hereof from the
          date  of the  filing of such  documents until such  time as there
          shall have  been filed a post-effective  amendment that indicates
          that  all  securities  offered  hereby  have  been  sold  or that
          deregisters all securities remaining  unsold at the time of  such
          amendment.

          Item 6.  Indemnification of Directors and Officers.

                    (a)  The  Restated Articles  of  Incorporation  of  the
               registrant provide for indemnification as follows:

               "TWELFTH: 1. The corporation  shall indemnify any person who
               was or is a party or is threatened to be made a party to any
               threatened, pending or completed action, suit or proceeding,
               whether  civil,  criminal, administrative  or investigative,
               except an  action by or in the  right of the corporation, by
               reason  of the fact that  he is or  was a director, officer,
               employee or agent of  the corporation, or is or  was serving

                                         II-1
<PAGE>






               at the request  of the corporation  as a director,  officer,
               employee or agent of another corporation, partnership, joint
               venture,  trust  or  other  enterprise,   against  expenses,
               including attorneys' fees, judgments, fines and amounts paid
               in  settlement actually  and reasonably  incurred by  him in
               connection with the  action, suit or proceeding if  he acted
               in good faith and  in a manner which he  reasonably believed
               to  be  in or  not  opposed  to the  best  interests of  the
               corporation,  and, with  respect to  any criminal  action or
               proceeding, has  no reasonable cause to  believe his conduct
               was  unlawful.    The termination  of  any  action,  suit or
               proceeding  by judgment,  order, settlement,  conviction, or
               upon  a plea of nolo contendere or its equivalent, does not,
               of  itself, create a presumption that the person did not act
               in good faith and  in a manner which he  reasonably believed
               to be  in  or not  opposed  to  the best  interests  of  the
               corporation, and  that, with respect to  any criminal action
               or proceeding, he had reasonable  cause to believe that  his
               conduct was unlawful.

                    2.   The corporation shall indemnify any person who was
               or is a  party or is threatened  to be made  a party to  any
               threatened, pending or completed action or suit by or in the
               right  of the corporation to procure a judgment in its favor
               by reason of the fact that he is or was a director, officer,
               employee or agent of  the corporation, or is or  was serving
               at  the request of  the corporation as  a director, officer,
               employee or agent of another corporation, partnership, joint
               venture,  trust   or  other  enterprise   against  expenses,
               including  amounts paid  in  settlement and  attorneys' fees
               actually and  reasonably incurred by him  in connection with
               the defense or settlement of the action  or suit if he acted
               in good faith and  in a manner which he  reasonably believed
               to  be  in  or not  opposed  to the  best  interests  of the
               corporation.   Indemnification  shall  not be  made for  any
               claim, issue or matter  as to which such  a person has  been
               adjudged  by  a  court  of  competent  jurisdiction,   after
               exhaustion  of all  appeals therefrom,  to be liable  to the
               corporation  or  for  amounts  paid  in  settlement  to  the
               corporation  unless and only to the extent that the court in
               which  the  action or  suit was  brought  or other  court of
               competent  jurisdiction determines upon  application that in
               view of all  the circumstances  of the case,  the person  is
               fairly  and  reasonably  entitled  to  indemnity  for   such
               expenses as the court deems proper.

                    3.   To the extent  that a director, officer,  employee
               or  agent of a corporation has been successful on the merits
               or otherwise in  defense of any  action, suit or  proceeding
               referred to in sections 1 and 2 of this Article  Twelfth, or
               in defense of any claim, issue or matter therein, he must be
               indemnified by the  corporation against expenses,  including

                                         II-2
<PAGE>






               attorneys' fees, actually and  reasonably incurred by him in
               connection with the defense.

                    4.   Any indemnification under sections 1 and 2 of this
               Article  Twelfth,  unless ordered  by  a  court or  advanced
               pursuant  to section 5 of this Article Twelfth, must be made
               by  the corporation only as  authorized in the specific case
               upon a  determination that indemnification of  the director,
               officer, employee  or agent is proper  in the circumstances.
               The determination must be made:

                         (a)  By the stockholders;

                         (b)  By the board of directors by majority vote of
                    a quorum  consisting of directors who  were not parties
                    to the act, suit or proceeding;

                         (c)  If a majority vote  of a quorum consisting of
                    directors who  were not  parties  to the  act, suit  or
                    proceeding so orders, by independent legal counsel in a
                    written opinion; or

                         (d)  If a quorum consisting of directors who  were
                    not  parties to the  act, suit or  proceeding cannot be
                    obtained, by  independent legal  counsel  in a  written
                    opinion.

                    5.   The expenses of officers and directors incurred in
               defending  a civil  or criminal  action, suit  or proceeding
               must be paid  by the corporation as they are incurred and in
               advance  of  the final  disposition of  the action,  suit or
               proceeding upon receipt of an undertaking by or on behalf of
               the  director  or  officer to  repay  the  amount  if it  is
               ultimately determined by a  court of competent  jurisdiction
               that  he   is  not  entitled   to  be  indemnified   by  the
               corporation.   The  provisions of  this  section 5  of  this
               Article Twelfth  do not affect any rights  to advancement of
               expenses to  which corporate personnel other  than directors
               or officers may be entitled  under any contract or otherwise
               by law.

                    6.   The  indemnification  and advancement  of expenses
               provided by this Article Twelfth:

                         (a)  Does not exclude any  other rights to which a
                    person  seeking  indemnification   or  advancement   of
                    expenses  may  be  entitled  under  these  articles  of
                    incorporation   or  any  bylaws,   agreement,  vote  of
                    stockholders or disinterested  directors or  otherwise,
                    for either  an action in  his official  capacity or  an
                    action in  another capacity while  holding his  office,
                    except that indemnification, unless  ordered by a court

                                         II-3
<PAGE>






                    pursuant to section  2 of this  Article Twelfth or  for
                    the advancement of expenses of any director or officer,
                    if a  final adjudication  establishes that his  acts or
                    omissions involved intentional  misconduct, fraud or  a
                    knowing violation  of the law  and was material  to the
                    cause of action.

                         (b)  Continues for a person who has ceased to be a
                    director, officer, employee or  agent and inures to the
                    benefit of  the heirs, executors and  administrators of
                    such a person.

                    7.   The   corporation   may   purchase  and   maintain
               insurance or make other  financial arrangements on behalf of
               any  person who is or  was a director,  officer, employee or
               agent  of the  corporation,  or is  or  was serving  at  the
               request of the corporation  as a director, officer, employee
               or agent of another corporation, partnership, joint venture,
               trust or other enterprise for any liability asserted against
               him  and  liability  and expenses  incurred  by  him  in his
               capacity  as  a director,  officer,  employee  or agent,  or
               arising  out of  his  status as  such,  whether or  not  the
               corporation has the authority  to indemnify him against such
               liability and expenses.

                    8.   The  other  financial  arrangements  made  by  the
               corporation pursuant  to section  7 of this  Article Twelfth
               may include the following:

                         (a)   The creation of a trust fund.

                         (b)   The   establishment   of   a    program   of
                         self-insurance.

                         (c)  The   securing   of    its   obligation    of
                    indemnification  by  granting  a  security  interest or
                    other lien on any assets of the corporation.

                         (d)  The  establishment  of  a  letter  of credit,
                    guaranty or surety.

               No financial  arrangement made pursuant to  this section may
               provide  protection  for a  person  adjudged by  a  court of
               competent  jurisdiction,  after  exhaustion of  all  appeals
               therefrom, to be liable for intentional misconduct, fraud or
               a  knowing  violation of  law,  except with  respect  to the
               advancement  of  expenses or  indemnification  ordered  by a
               court.

                    9.   Any insurance or  other financial arrangement made
               on behalf of a  person pursuant to this Article  Twelfth may
               he provided by  the corporation or any other person approved

                                         II-4
<PAGE>






               by the board of directors, even if all or part  of the other
               person's  stock   or  other  securities  is   owned  by  the
               corporation.

                    10.  In the absence of fraud:

                         (a)  The decision of the  board of directors as to
                    the  propriety  of  the  terms and  conditions  of  any
                    insurance or other financial arrangement  made pursuant
                    to this Article Twelfth and the choice of the person to
                    provide  the insurance  or other  financial arrangement
                    shall be conclusive; and

                         (b)   The    insurance    or    other    financial
                    arrangement:

                              (1)  Is not void or voidable; and

                              (2)  Does not subject any  director approving
                         it to personal liability for his action, even if a
                         director   approving   the   insurance  or   other
                         financial  arrangement is  a  beneficiary  of  the
                         insurance or other financial arrangement."

               (b)  The  registrant's  Bylaws provide  that  the registrant
          shall indemnify  each and every  present and former  director and
          officer of the registrant, and each and every person who may have
          served  at the registrant's request  as a director  or officer of
          another  corporation  in  which  the registrant  owns  shares  of
          capital stock or of which the  registrant is a creditor (each  of
          which other corporation is individually referred  to herein as an
          "Other  Enterprise"),  against any  and  all expenses  (including
          attorneys'  fees) actually  and  necessarily incurred  by him  in
          connection  with the defense of any action, suit or proceeding in
          which he was or is  a party by reason  of being or having been  a
          director  or officer of the registrant or Other Enterprise to the
          fullest extent  permitted by law.  The  rights of indemnification
          provided  in the Bylaws  are in addition  to any  other rights to
          which  a person may otherwise be entitled by any other provisions
          of the registrant's Restated Articles  of Incorporation, statute,
          agreement, vote of stockholders or otherwise.

                The registrant's Bylaws further provide that the registrant
          shall indemnify officers and directors of the registrant, as well
          as  other  persons  who serve  as  agents  and  employees of  the
          registrant, to the extent set forth in the Restated Articles.

               Additionally,  the  registrant's  Bylaws  provide  that  the
          registrant may purchase and maintain insurance  on behalf of, and
          contractually  agree to  indemnify, any  person who  is or  was a
          director,  officer, employee or agent of the registrant, or is or
          was  serving  at the  request of  the  registrant as  a director,

                                         II-5
<PAGE>






          officer, employee  or agent of another  corporation, partnership,
          joint venture,  trust or  other enterprise against  any liability
          asserted against him and incurred by him in any such capacity, or
          arising out of his status as  such, whether or not the registrant
          would  have the  power  to indemnify  him against  such liability
          under the provisions of the Bylaws.

               (c)  The registrant  has entered  into agreements  with each
          Director, certain  key employees, including Brian   K. Harrington
          and G. Stephen Holcomb, and certain directors of subsidiaries  of
          the  registrant, that  provide  for the  indemnification of  such
          individuals for certain liabilities incurred in such capacity.

          Item 8.  Exhibits.

               (a)  Exhibits.

                         The  following documents  are filed  as a  part of
                    this registration statement.

               Exhibit        Description of Exhibit

               4.1  Restated Articles of Incorporation of Kirby Exploration
                    Company, Inc., as amended (incorporated by reference to
                    Exhibit  3.1 to the registrant's Registration Statement
                    on Form S-3 (Reg. No. 33-30832))

               4.2  Certificate   of  Amendment  of  Restated  Articles  of
                    Incorporation  of  the   registrant  (incorporated   by
                    reference  to Exhibit  3.2  to the  registrant's Annual
                    Report on Form  10-K for  the year  ended December  31,
                    1991)

               4.3  Bylaws of  the registrant, as amended, (incorporated by
                    reference   to   Exhibit   3.2  to   the   registrant's
                    Registration Statement on Form S-3 (Reg. No. 33-30832))

               4.4  Amendment to Bylaws of  the registrant (incorporated by
                    reference to  Exhibit 3.4  to  the registrant's  Annual
                    Report on Form  10-K for  the year  ended December  31,
                    1991)

               4.5* Kirby 401(k) Plan

               23.1*     Consent of KPMG Peat Marwick LLP

               23.2*     Consent of Deloitte & Touche LLP
          ____________________

          *    Filed herewith.



                                         II-6
<PAGE>






               (b)  The registrant will submit the Plan in a timely  manner
          to the Internal Revenue  Service (the "IRS") for a  determination
          letter  that the  Plan  is qualified  under  Section 401  of  the
          Internal Revenue Code and  will make all changes required  by the
          IRS in order to qualify the Plan.

          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 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;

                    (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; and

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

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

                                         II-7
<PAGE>






          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.













































                                         II-8
<PAGE>







                                      SIGNATURES

               The  Registrant.    Pursuant  to  the  requirements  of  the
          Securities  Act of  1933,  the registrant  certifies that  it has
          reasonable  grounds to believe that it meets all the requirements
          for  filing on  Form S-8 and  has duly  caused  this registration
          statement  to  be  signed  on  its  behalf  by  the  undersigned,
          thereunto duly  authorized,  in the  City  of Houston,  State  of
          Texas, on February 3, 1995:


                                             KIRBY CORPORATION


                                             By:  /s/  George  A. Peterkin,
                              Jr.                                          
                                                  George A. Peterkin, Jr.,
                                                  President


                                  POWER OF ATTORNEY

               KNOW ALL  MEN  BY THESE  PRESENTS,  that each  person  whose
          signature  appears  below  constitutes  and  appoints  George  A.
          Peterkin, Jr.,  his true  and lawful attorney-in-fact  and agents
          with full power of substitution  and resubstitution, for him  and
          in his name, place and stead, in any and all  capacities, to sign
          any and  all amendments (including post-effective  amendments) to
          this  registration  statement, and  to  file  the same  with  all
          exhibits,  thereto, and  all documents  in connection  therewith,
          with the  Securities and Exchange Commission,  granting unto said
          attorneys-in-fact  and agents, and  each of them,  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 might or  could do  in
          person,   hereby  ratifying   and   confirming  all   that   said
          attorneys-in-fact and agents or  either of them, or their  or his
          substitute or substitutes, may lawfully do or cause to be done by
          virtue hereof.

               Pursuant  to the  requirements of  the Securities  Act, this
          registration statement  has been signed by  the following persons
          in the capacities and on the dates indicated.

               Signature                  Capacity                  Date


           /s/ Robert G.
           Stone, Jr.      
           Robert G. Stone,      Chairman  of the  Board of
                                 Directors                        February
                                                                  3, 1995
<PAGE>






           /s/ George A.
           Peterkin, Jr.   
           George A.             President and Director
                                 (Principal       Executive
                                 Officer)                         February
                                                                  3, 1995

           /s/ J. H. Pyne  
           J. H. Pyne            Executive  Vice  President
                                 and Director                     February
                                                                  3, 1995


           /s/ Brian K.
           Harrington      
           Brian K.              Senior   Vice   President,
                                 Treasurer   and  Assistant
                                 Secretary       (Principal       February
                                                                  3, 1995

           /s/ G. Stephen
           Holcomb         
           G. Stephen            Vice            President,
                                 Controller,      Assistant
                                 Secretary   and  Assistant       February
                                                                  3, 1995


           /s/ George F.
           Clements, Jr.   
           George F.             Director                         February
                                                                  3, 1995

           /s/ J. Peter
           Kleifgen        
           J. Peter              Director                         February
                                                                  3, 1995


           /s/ William M.
           Lamont, Jr.     
           William M.            Director                         February
                                                                  3, 1995

           /s/ C. W.
           Murchison, III  
           C. W. Murchison,      Director                         February
                                                                  3, 1995

           /s/ J. Virgil
           Waggoner        
           J. Virgil             Director                         February
                                                                  3, 1995
<PAGE>







               The Plan.   Pursuant to  the requirements of  the Securities
          Act of 1933, the trustee of the Kirby 401(k) Plan has duly caused
          this registration statement  to be  signed on its  behalf by  the
          undersigned, thereunto  duly authorized, in the  City of Houston,
          State of Texas, on February 3, 1995.

                                             KIRBY 401(K) PLAN
                                             By:  TEXAS    COMMERCE    BANK
          NATIONAL                                     ASSOCIATION, Trustee



                                             By:                      
                                                  Pat Rye, Vice President
<PAGE>






                                    EXHIBIT INDEX



           Exhib
             it
           Numbe
             r                  Document Description                Sequen
                                                                     tial
                                                                     Page
                                                                    Number


            4.5    Kirby 401(k) Plan
            23.1   Consent of KPMG Peat Marwick LLP
            23.2   Consent of Deloitte & Touche LLP
<PAGE>



























                                     EXHIBIT 4.5
<PAGE>






















                       Texas Commerce Bank National Association

                           DEFINED CONTRIBUTION MASTER PLAN
                                         AND
                                   TRUST AGREEMENT
<PAGE>







                                  TABLE OF CONTENTS

          ALPHABETICAL LISTING OF DEFINITIONS .  v

          ARTICLE I, DEFINITIONS
               1.01 Employer   1.01
               1.02 Trustee 1.01
               1.03 Plan  1.01
               1.04 Adoption Agreement  1.01
               1.05 Plan Administrator  1.02
               1.06 Advisory Committee  1.02
               1.07 Employee  1.02
               1.08 Self-Employed Individual/Owner-Employee 1.02
               1.09 Highly Compensated Employee 1.02
               1.10 Participant 1.03
               1.11 Beneficiary 1.03
               1.12 Compensation  1.03
               1.13 Earned Income 1.05
               1.14 Account 1.05
               1.15 Accrued Benefit 1.05
               1.16 Nonforfeitable  1.05
               1.17 Plan Year/Limitation Year 1.05
               1.18 Effective Date  1.05
               1.19 Plan Entry Date 1.05
               1.20 Accounting Date 1.05
               1.21 Trust 1.05
               1.22 Trust Fund  1.05
               1.23 Nontransferable Annuity 1.05
               1.24 ERISA 1.05
               1.25 Code  1.05
               1.26 Service 1.05
               1.27 Hour of Service 1.06
               1.28 Disability  1.07
               1.29 Service for Predecessor Employer  1.07
               1.30 Related Employers 1.07
               1.31 Leased Employees  1.07
               1.32 Special Rules for Owner-Employers 1.08
               1.33 Determination of Top Heavy Status 1.08
               1.34 Paired Plans  1.10
               1.35 Retirement Investment Trust 1.10

          ARTICLE II, EMPLOYEE PARTICIPANTS
               2.01 Eligibility 2.01
               2.02 Year of Service - Participation 2.01
               2.03 Break in Service - Participation  2.01
               2.04 Participation upon Re-employment  2.02
               2.05 Change in Employee Status 2.02
               2.06 Election Not to Participate 2.02

          ARTICLE III, EMPLOYER CONTRIBUTIONS AND FORFEITURES
               3.01 Amount  3.01
               3.02 Determination of Contribution 3.01
               3.03 Time of Payment of Contribution 3.01
<PAGE>






               3.04 Contribution Allocation 3.01
               3.05 Forfeiture Allocation 3.03
               3.06 Accrual of Benefit  3.03
               3.07 - 3.16  Limitations on Allocations  3.05
               3.17 Special Allocation Limitation 3.07
               3.18 Defined Benefit Plan Limitation 3.07
               3.19 Definitions - Article III 3.07

          ARTICLE IV, PARTICIPANT CONTRIBUTIONS
               4.01 Participant Nondeductible Contributions 4.01
               4.02 Participant Deductible Contributions  4.01
               4.03 Participant Rollover Contributions  4.01
               4.04 Participant Contribution - Forfeitability 4.02
               4.05 Participant Contribution - Withdrawal/Distribution  4.02
               4.06 Participant Contribution - Accrued Benefit  4.02

          ARTICLE V, TERMINATION OF SERVICE - PARTICIPANT VESTING
               5.01 Normal Retirement Age 5.01
               5.02 Participant Disability or Death 5.01
               5.03 Vesting Schedule  5.01
               5.04 Cash-Out     Distributions      to     Partially-Vested
          Participants/Restoration
                    of Forfeited Accrued Benefit  5.01
               5.05 Segregated Account for Repaid Amount  5.03
               5.06 Year of Service - Vesting 5.03
               5.07 Break in Service - Vesting  5.03
               5.08 Included Years of Service - Vesting 5.03
               5.09 Forfeiture Occurs 5.03

          ARTICLE VI, TIME AND METHOD OF PAYMENT OF BENEFITS
               6.01 Time of Payment of Accrued Benefit  6.01
               6.02 Method of Payment of Accrued Benefit  6.03
               6.03 Benefit Payment Elections 6.04
               6.04 Annuity  Distributions  to  Participants and  Surviving
          Spouses 6.06
               6.05 Waiver Election - Qualified Joint and Survivor Annuity  6.07
               6.06 Waiver Election - Preretirement Survivor Annuity  6.08
               6.07 Distributions Under Domestic Relations Orders 6.08

          ARTICLE VII, EMPLOYER ADMINISTRATIVE PROVISIONS
               7.01 Information to Committee  7.01
               7.02 No Liability  7.01
               7.03 Indemnity of Certain Fiduciaries  7.01
               7.04 Employer Direction of Investment  7.02
               7.05 Amendment to Vesting Schedule 7.02

          ARTICLE VIII, PARTICIPANT ADMINISTRATIVE PROVISIONS
               8.01 Beneficiary Designation 8.01
               8.02 No Beneficiary Designation/Death of Beneficiary 8.01
               8.03 Personal Data to Committee  8.02
               8.04 Address for Notification  8.02
               8.05 Assignment or Alienation  8.02

                                        II-ii
<PAGE>






               8.06 Notice of Change in Terms 8.02
               8.07 Litigation Against the Trust  8.02
               8.08 Information Available 8.02
               8.09 Appeal Procedure for Denial of Benefits 8.02
               8.10 Participant Direction of Investment 8.03

          ARTICLE IX, ADVISORY COMMITTEE - DUTIES WITH RESPECT TO
          PARTICIPANTS' ACCOUNTS
               9.01 Members' Compensation, Expenses 9.01
               9.02 Term  9.01
               9.03 Powers  9.01
               9.04 General 9.01
               9.05 Funding Policy  9.02
               9.06 Manner of Action  9.02
               9.07 Authorized Representative 9.02
               9.08 Interested Member 9.02
               9.09 Individual Accounts 9.02
               9.10 Value of Participant's Accrued Benefit  9.02
               9.11 Allocation and Distribution of Net Income Gain or Loss  9.03
               9.12 Individual Statement  9.03
               9.13 Account Charged 9.03
               9.14 Unclaimed Account Procedure 9.03

          ARTICLE X, CUSTODIAN/TRUSTEE, POWERS AND DUTIES
               10.01     Acceptance 10.01
               10.02     Receipt of Contributions 10.01
               10.03     Investment Powers  10.01
               10.04     Records and Statements 10.06
               10.05     Fees and Expenses from Fund  10.06
               10.06     Parties to Litigation  10.06
               10.07     Professional Agents  10.06
               10.08     Distribution of Cash or Property 10.06
               10.09     Distribution Directions  10.07
               10.10     Third Party/Multiple Trustees  10.07
               10.11     Resignation  10.07
               10.12     Removal  10.07
               10.13     Interim Duties and Successor Trustee 10.07
               10.14     Valuation of Trust 10.07
               10.15     Limitation  on Liability -  If Investment Manager,
          Ancillary
                    Trustee or Independent Fiduciary  10.07
               10.16     Investment in Group Trust Fund 10.08
               10.17     Appointment  of  Ancillary Trustee  or Independent
          Fiduciary 10.08
               10.18     Evidence of Action by the Advisory Committee 10.09
               10.19     Allocation of Responsibilities Among Fiduciaries 10.09
               10.20     Special Provisions Regarding Retirement Investment
          Trusts  10.10

          ARTICLE  XI,  PROVISIONS  RELATING  TO  INSURANCE  AND  INSURANCE
          COMPANY
               11.01     Insurance Benefit  11.01

                                        II-iii
<PAGE>






               11.02     Limitation on Life Insurance Protection  11.01
               11.03     Definitions  11.02
               11.04     Dividend Plan  11.02
               11.05     Insurance Company Not a Party to Agreement 11.02
               11.06     Insurance  Company  Not Responsible  for Trustee's
          Actions 11.02
           11.07     Insurance Company Reliance on Trustee's Signature  11.03
               11.08     Acquittance  11.03
               11.09     Duties of Insurance Company  11.03

          ARTICLE XII, MISCELLANEOUS
               12.01     Evidence 12.01
               12.02     No Responsibility for Employer Action  12.01
               12.03     Fiduciaries Not Insurers 12.01
               12.04     Waiver of Notice 12.01
               12.05     Successors 12.01
               12.06     Word Usage 12.01
               12.07     State Law  12.01
               12.08     Employer's Right to Participate  12.01
               12.09     Employment Not Guaranteed  12.02

          ARTICLE XIII, EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION
               13.01     Exclusive Benefit  13.01
               13.02     Amendment By Employer  13.01
               13.03     Amendment By Master Plan Sponsor 13.02
               13.04     Discontinuance 13.02
               13.05     Full Vesting on Termination  13.02
               13.06     Merger/Direct Transfer 13.02
               13.07     Termination  13.03

          ARTICLE XIV, CODE Sect.401(k) & CODE Sect.401(m) ARRANGEMENTS
               14.01     Application  14.01
               14.02     Code Sect. 401(k) Arrangement  14.01
               14.03     Definitions  14.02
               14.04     Matching Contributions/Employee Contributions  14.03
               14.05     Time of Payment of Contributions 14.03
               14.06     Special    Allocation   Provisions    -   Deferral
          Contributions, 
                    Matching   Contributions   and  Qualified   Nonelective
          Contributions 14.04
               14.07     Annual Elective Deferral Limitation  14.05
               14.08     Actual Deferral Percentage ("ADP") Test  14.06
               14.09     Nondiscrimination  Rules   for  Employer  Matching
          Contributions
                    and Participant Nondeductible Contributions 14.07
               14.10     Multiple Use Limitation  14.09
               14.11     Distribution Restrictions  14.10
               14.12     Special Allocation Rules 14.11

               ARTICLE A- APPENDIX TO BASIC PLAN DOCUMENT A-1



                                        II-iv
<PAGE>







                         ALPHABETICAL LISTING OF DEFINITIONS

               Plan Definition     Section Reference
                       (Page Number)


          100% Limitation 3.19(l) (3.09)
          Account 1.14 (1.05)
          Accounting Date 1.20 (1.05)
          Accrued Benefit 1.15 (1.05)
          Actual Deferral Percentage ("ADP") Test 14.08 (14.06)
          Adoption Agreement  1.04 (1.01)
          Advisory Committee  1.06 (1.02)
          Annual Addition 3.19(a) (3.07)
          Average Contribution Percentage Test  14.09 (14.07)
          Beneficiary 1.11 (1.03)
          Break in Service for Eligibility Purposes 2.03 (2.01)
          Break in Service for Vesting Purposes 5.07 (5.03)
          Cash-out Distribution 5.04 (5.01)
          Code  1.25 (1.05)
          Code Sect.411(d)(6) Protected Benefits  13.02 (13.01)
          Compensation  1.12 (1.03)
          Compensation for Code Sect.401(k) Purposes  14.03(f) (14.02)
          Compensation for Code Sect.415 Purposes 3.19(b) (3.07)
          Compensation for Top Heavy Purposes 1.33(B)(3) (1.10)
          Contract(s) 11.03(c) (11.02)
          Custodian Designation 10.03[B] (10.03)
          Deemed Cash-out Rule  5.04(C) (5.02)
          Deferral Contributions  14.03(g) (14.02)
          Deferral Contributions Account  14.06 (14.04)
          Defined Benefit Plan  3.19(i) (3.08)
          Defined Benefit Plan Fraction 3.19(j) (3.08)
          Defined Contribution Plan 3.19(h) (3.08)
          Defined Contribution Plan Fraction  3.19(k) (3.09)
          Determination Date  1.33(B)(7) (1.10)
          Disability  1.28 (1.07)
          Distribution Date 6.01 (6.01)
          Distribution Restrictions 14.03(m) (14.03)
          Earned Income 1.13 (1.05)
          Effective Date  1.18 (1.05)
          Elective Deferrals  14.03(h) (14.02)
          Elective Transfer 13.06(A) (13.02)
          Eligible Employee 14.03(c) (14.02)
          Employee  1.07 (1.02)
          Employee Contributions  14.03(n) (14.03)
          Employer  1.01 (1.01)
          Employer Contribution Account 14.06 (14.04)
          Employer for Code Sect.415 Purposes 3.19(c) (3.07)
          Employer for Top Heavy Purposes 1.33(B)(6) (1.10)
          Employment Commencement Date  2.02 (2.01)
          ERISA 1.24 (1.05)

                                         II-v
<PAGE>






          Excess Aggregate Contributions  14.09 (14.07)
          Excess Amount 3.19(d) (3.07)
          Excess Contributions  14.08 (14.06)
          Exempt Participant  8.01 (8.01)
          Forfeiture Break in Service 5.08 (5.03)
          Group Trust Fund  10.16 (10.07)
          Hardship  6.01(A)(4) (6.02)
          Hardship for Code Sect.401(k) Purposes  14.11 (14.10)
          Highly Compensated Employee 1.09 (1.02)
          Highly Compensated Group  14.03(d) (14.02)
          Hour of Service 1.27 (1.06)
          Incidental Insurance Benefits 11.01 (11.01)
          Insurable Participant 11.03(d) (11.02)
          Investment Manager  9.04(i) (9.01)
          Issuing Insurance Company 11.03(b) (11.02)
          Joint and Survivor Annuity  6.04(A) (6.06)
          Key Employee  1.33(B)(1) (1.10)
          Leased Employees  1.31 (1.08)
          Limitation Year 1.17 and 3.19(e) (1.05) and (3.08)
          Loan Policy 9.04(A) (9.02)
          Mandatory Contributions 14.04 (14.03)
          Mandatory Contributions Account 14.04 (14.03)
          Master or Prototype Plan  3.19(f) (3.08)
          Matching Contributions  14.03(i) (14.03)
          Maximum Permissible Amount  3.19(g) (3.08)
          Minimum Distribution Incidental Benefit (MDIB)  6.02(A) (6.03)
          Multiple Use Limitation 14.10 (14.09)
          Named Fiduciary 10.03[D] (10.04)
          Nonelective Contributions 14.03(j) (14.03)
          Nonforfeitable  1.16 (1.05)
          Nonhighly Compensated Employee  14.03(b) (14.02)
          Nonhighly Compensated Group 14.03(e) (14.02)
          Non-Key Employee  1.33(B)(2) (1.10)
          Nontransferable Annuity 1.23 (1.05)
          Normal Retirement Age 5.01 (5.01)
          Owner-Employee  1.08 (1.02)
          Paired Plans  1.34 (1.10)
          Participant 1.10 (1.03)
          Participant Deductible Contributions  4.02 (4.01)
          Participant Forfeiture  3.05 (3.03)
          Participant Loans 10.03[E] (10.05)
          Participant Nondeductible Contributions 4.01 (4.01)
          Permissive Aggregation Group  1.33(B)(5) (1.10)
          Plan  1.03 (1.01)
          Plan Administrator  1.05 (1.02)
          Plan Entry Date 1.19 (1.05)
          Plan Year 1.17 (1.05)
          Policy  11.03(a) (11.02)
          Predecessor Employer  1.29 (1.07)
          Preretirement Survivor Annuity  6.04(B) (6.06)
          Qualified Domestic Relations Order  6.07 (6.09)
          Qualified Matching Contributions  14.03(k) (14.03)

                                        II-vi
<PAGE>






          Qualified Nonelective Contributions 14.03(l) (14.03)
          Qualifying Employer Real Property 10.03[F] (10.05)
          Qualifying Employer Securities  10.03[F] (10.05)
          Related Employers 1.30 (1.07)
          Required Aggregation Group  1.33(B)(4) (1.10)
          Required Beginning Date 6.01(B) (6.02)
          Rollover Contributions  4.03 (4.01)
          Self-Employed Individual  1.08 (1.02)
          Service 1.26 (1.06)
          Term Life Insurance Contract  11.03 (11.02)
          Top Heavy Minimum Allocation  3.04(B) (3.01)
          Top Heavy Ratio 1.33 (1.09)
          Trust 1.21 (1.05)
          Trustee 1.02 (1.01)
          Trustee Designation 10.03[A] (10.01)
          Trust Fund  1.22 (1.05)
          Weighted Average Allocation Method  14.12 (14.11)
          Year of Service for Eligibility Purposes  2.02 (2.01)
          Year of Service for Vesting Purposes  5.06 (5.03)


































                                        II-vii
<PAGE>








                       Texas Commerce Bank National Association
                                           
                 DEFINED CONTRIBUTION MASTER PLAN AND TRUST AGREEMENT
                               BASIC PLAN DOCUMENT # 03

               Texas Commerce Bank National Association, in its capacity as
          Master  Plan Sponsor,  establishes this  Master Plan  intended to
          conform  to  and  qualify  under  Sect.401  and  Sect.501  of the
          Internal  Revenue   Code  of   1986,  as  amended.   An  Employer
          establishes  a Plan and Trust under this Master Plan by executing
          an  Adoption Agreement.  If the  Employer adopts  this Plan  as a
          restated Plan  in  substitution  for,  and in  amendment  of,  an
          existing plan, the provisions  of this Plan, as a  restated Plan,
          apply solely to  an Employee whose  employment with the  Employer
          terminates  on  or  after  the restated  Effective  Date  of  the
          Employer's Plan.  If an  Employee's employment with  the Employer
          terminates prior to the restated Effective Date, that Employee is
          entitled to  benefits under the Plan  as the Plan existed  on the
          date of the Employee's termination of employment. 



                                      ARTICLE I 
                                     DEFINITIONS 

               1.01 "Employer" means each employer  who adopts this Plan by
          executing an Adoption Agreement. 

               1.02 "Trustee" means  the person  or persons who  as Trustee
          execute the  Employer's Adoption  Agreement, or any  successor in
          office  who  in writing  accepts  the  position  of Trustee.  The
          Employer  must designate  in its  Adoption Agreement  whether the
          Trustee will administer  the Trust as a  discretionary Trustee or
          as   a  nondiscretionary  Trustee.   If  a   person  acts   as  a
          discretionary Trustee, the Employer also may appoint a Custodian.
          See Article X. If the Master  Plan Sponsor is a bank, savings and
          loan,  credit union  or similar  financial institution,  a person
          other than the  Master Plan  Sponsor (or its  affiliate) may  not
          serve as Trustee or  as Custodian of the Employer's  Plan without
          the written consent of the Master Plan Sponsor.

               1.03 "Plan"  means   the  retirement  plan   established  or
          continued  by  the  Employer  in  the  form  of  this  Agreement,
          including  the Adoption  Agreement under  which the  Employer has
          elected  to participate  in this  Master Plan. The  Employer must
          designate  the name  of the  Plan in  its Adoption  Agreement. An
          Employer  may execute  more than  one Adoption  Agreement offered
          under  this Master Plan, each of which will constitute a separate
          Plan and  Trust established  or continued by  that Employer.  The
          Plan  and  the  Trust created  by  each  adopting  Employer is  a
          separate Plan and a separate Trust, independent from the plan and
          the  trust of any other  employer adopting this  Master Plan. All
<PAGE>






          section references  within the  Plan are Plan  section references
          unless the context clearly indicates otherwise. 

               1.04 "Adoption  Agreement"  means the  document  executed by
          each Employer adopting this Master Plan. The terms of this Master
          Plan  as modified by the terms of an adopting Employer's Adoption
          Agreement constitute a separate Plan and Trust to be construed as
          a  single  Agreement. Each  elective  provision  of the  Adoption
          Agreement corresponds by section reference to the  section of the
          Plan which  grants the election. Each  Adoption Agreement offered
          under  this Master  Plan is  either a  Nonstandardized Plan  or a
          Standardized Plan, as identified in the preamble to that Adoption
          Agreement. The provisions  of this Master  Plan apply equally  to
          Nonstandardized Plans and to Standardized Plans  unless otherwise
          specified.
<PAGE>






               1.05 "Plan  Administrator"  is   the  Employer  unless   the
          Employer designates another person  to hold the position of  Plan
          Administrator.  In  addition  to   his  other  duties,  the  Plan
          Administrator has  full responsibility  for  compliance with  the
          reporting and  disclosure  rules  under  the Code  and  ERISA  as
          respects the Plan and Trust. 

               1.06 "Advisory  Committee"  means  the  Employer's  Advisory
          Committee as from time to time constituted. 

               1.07 "Employee"    means    any   employee    (including   a
          Self-Employed  Individual)  of the  Employer.  The  Employer must
          specify  in  its Adoption  Agreement  any Employee,  or  class of
          Employees, not  eligible  to  participate  in the  Plan.  If  the
          Employer elects  to exclude collective bargaining  employees, the
          exclusion applies to any  employee of the Employer included  in a
          unit  of employees covered by an agreement which the Secretary of
          Labor  finds  to be  a  collective  bargaining agreement  between
          employee  representatives and  one or  more employers  unless the
          collective  bargaining agreement  requires  the  employee  to  be
          included within  the  Plan. The  term "employee  representatives"
          does not include any  organization more than half the  members of
          which are owners, officers, or executives of the Employer.

               1.08 "Self-Employed    Individual/Owner-Employee."    "Self-
          Employed Individual"  means an  individual who has  Earned Income
          (or who  would have had Earned  Income but for the  fact that the
          trade or business did not have net earnings) for the taxable year
          from the trade  or business  for which the  Plan is  established.
          "Owner-Employee" means a Self-Employed Individual who is the sole
          proprietor  in the case of a sole proprietorship. If the Employer
          is   a  partnership,   "Owner-Employee"  means   a  Self-Employed
          Individual who  is a partner and owns more than 10% of either the
          capital or profits interest of the partnership. 

               1.09 "Highly  Compensated Employee"  means an  Employee who,
          during the Plan Year or during the preceding 12-month period:

               (a) is a  more than 5%  owner of the Employer  (applying the
               constructive ownership rules of Code  Sect.318, and applying
               the  principles of  Code  Sect.318,  for  an  unincorporated
               entity);

               (b) has  Compensation in excess  of $75,000 (as  adjusted by
               the Commissioner of Internal Revenue for the relevant year);


               (c) has  Compensation in excess  of $50,000 (as  adjusted by
               the Commissioner of Internal  Revenue for the relevant year)
               and is part of the top-paid 20% group of employees (based on
               Compensation for the relevant year); or
<PAGE>






               (d) has Compensation in  excess of 50% of the  dollar amount
               prescribed  in Code  Sect.415(b)(1)(A) (relating  to defined
               benefit plans) and is an officer of the Employer.

               If the Employee satisfies the definition in clause  (b), (c)
          or (d) in the Plan Year  but does not satisfy clause (b), (c)  or
          (d) during  the preceding  12-month period  and does not  satisfy
          clause (a) in either period, the Employee is a Highly Compensated
          Employee only  if he is  one of  the 100 most  highly compensated
          Employees  for the Plan Year.  The number of  officers taken into
          account under clause (d) will not  exceed the greater of 3 or 10%
          of the  total number (after  application of the  Code Sect.414(q)
          exclusions) of Employees,  but no  more than 50  officers. If  no
          Employee satisfies the Compensation requirement in clause (d) for
          the  relevant year, the Advisory Committee will treat the highest
          paid officer as satisfying clause (d) for that year.

               For  purposes  of this  Section  1.09, "Compensation"  means
          Compensation as  defined in  Section 1.12, except  any exclusions
          from Compensation  elected in  the Employer's Adoption  Agreement
          Section  1.12  do  not   apply,  and  Compensation  must  include
          "elective  contributions"  (as  defined  in  Section  1.12).  The
          Advisory Committee must make the determination of who is a Highly
          Compensated Employee, including the  determinations of the number
          and identity  of  the  top  paid  20% group,  the  top  100  paid
          Employees, the  number of officers  includible in clause  (d) and
          the relevant Compensation, consistent  with Code Sect.414(q)  and
          regulations issued under that Code section. The Employer may make
          a  calendar year  election  to determine  the Highly  Compensated
          Employees  for   the  Plan   Year,  as  prescribed   by  Treasury
          regulations. A calendar year election must apply to all plans and
          arrangements  of  the  Employer.  For purposes  of  applying  any
          nondiscrimination test required under the Plan or under the Code,
          in a manner consistent  with applicable Treasury regulations, the
          Advisory Committee  will treat a Highly  Compensated Employee and
          all family members (a spouse,  a lineal ascendant or  descendant,
          or a  spouse of  a lineal  ascendant or  descendant) as  a single
          Highly Compensated  Employee, but only if  the Highly Compensated
          Employee is  a more  than 5%  owner or  is one  of the  10 Highly
          Compensated Employees with the greatest Compensation for the Plan
          Year.  This aggregation rule applies  to a family  member even if
          that  family  member is  a  Highly  Compensated Employee  without
          family aggregation.
<PAGE>






               The  term "Highly  Compensated Employee"  also includes  any
          former  Employee who  separated  from Service  (or  has a  deemed
          Separation   from   Service,   as   determined   under   Treasury
          regulations)  prior to the Plan Year, performs no Service for the
          Employer  during the  Plan  Year, and  was  a Highly  Compensated
          Employee either for the  separation year or any Plan  Year ending
          on  or  after   his  55th  birthday.  If  the  former  Employee's
          Separation  from Service occurred prior to January 1, 1987, he is
          a  Highly Compensated Employee only if he satisfied clause (a) of
          this Section  1.09 or received Compensation in  excess of $50,000
          during: (1) the year of his Separation from Service (or the prior
          year); or (2) any year ending after his 54th birthday.

               1.10 "Participant" is an Employee who is eligible to  be and
          becomes  a  Participant  in  accordance with  the  provisions  of
          Section 2.01. 

               1.11 "Beneficiary" is a  person designated by  a Participant
          who  is or  may become entitled  to a  benefit under  the Plan. A
          Beneficiary who  becomes entitled  to a  benefit  under the  Plan
          remains  a Beneficiary under the Plan until the Trustee has fully
          distributed his benefit to him. A Beneficiary's right to (and the
          Plan  Administrator's, the  Advisory  Committee's or  a Trustee's
          duty  to   provide  to  the  Beneficiary)   information  or  data
          concerning  the  Plan does  not  arise  until  he  first  becomes
          entitled to receive a benefit under the Plan. 
<PAGE>






               1.12 "Compensation"  means,  except   as  provided  in   the
          Employer's Adoption  Agreement, the Participant's  Earned Income,
          wages, salaries, fees for  professional service and other amounts
          received for personal services actually rendered in the course of
          employment with the Employer maintaining the plan (including, but
          not  limited to,  commissions  paid  salesmen,  compensation  for
          services  on the basis of a percentage of profits, commissions on
          insurance premiums, tips and bonuses). The Employer must elect in
          its Adoption Agreement whether to include elective  contributions
          in the  definition of Compensation. "Elective  contributions" are
          amounts excludible  from the  Employee's gross income  under Code
          Sect.Sect.125, 402(a)(8), 402(h)  or 403(b),  and contributed  by
          the Employer, at the  Employee's election, to a  Code Sect.401(k)
          arrangement, a  Simplified  Employee Pension,  cafeteria plan  or
          tax-sheltered annuity. The term "Compensation" does not include: 

               (a)   Employer   contributions    (other   than    "elective
               contributions,"  if   includible   in  the   definition   of
               Compensation under Section  1.12 of the Employer's  Adoption
               Agreement) to  a plan of deferred compensation to the extent
               the contributions  are not included  in the gross  income of
               the Employee for the  taxable year in which  contributed, on
               behalf of an Employee to a Simplified Employee  Pension Plan
               to  the extent  such contributions  are excludible  from the
               Employee's gross  income, and any distributions  from a plan
               of deferred compensation, regardless of whether such amounts
               are includible  in  the gross  income of  the Employee  when
               distributed. 

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

               (c)  Amounts  realized  from  the sale,  exchange  or  other
               disposition of stock acquired under a stock option described
               in Part II, Subchapter D, Chapter 1 of the Code. 

               (d) Other  amounts which receive special  tax benefits, such
               as premiums for group  term life insurance (but only  to the
               extent that  the premiums are  not includible  in the  gross
               income  of  the  Employee),  or  contributions  made  by  an
               Employer (whether or not under a salary reduction agreement)
               towards  the purchase  of an  annuity contract  described in
               Code  Sect.403(b)  (whether  or not  the  contributions  are
               excludible  from the  gross income  of the  Employee), other
               than "elective contributions," if elected  in the Employer's
               Adoption Agreement.
<PAGE>






               Any reference in this Plan to Compensation is a reference to
          the definition  in this Section  1.12, unless the  Plan reference
          specifies  a  modification  to   this  definition.  The  Advisory
          Committee will take into  account only Compensation actually paid
          for  the  relevant   period.  A  Compensation  payment   includes
          Compensation  by the  Employer through  another person  under the
          common paymaster provisions in Code Sect.Sect.3121 and 3306.

          (A) Limitations on Compensation.

               (1)  Compensation  dollar  limitation.  For  any  Plan  Year
          beginning after  December 31,  1988, the Advisory  Committee must
          take into account only  the first $200,000 (or  beginning January
          1,  1990, such  larger  amount as  the  Commissioner of  Internal
          Revenue may prescribe) of any Participant's Compensation. For any
          Plan  Year  beginning prior  to  January 1,  1989,  this $200,000
          limitation (but not the  family aggregation requirement described
          in the  next paragraph) applies only if the Plan is top heavy for
          such Plan  Year or operates as  a deemed top heavy  plan for such
          Plan Year.

               (2)  Application  of  compensation  limitation   to  certain
          family members.  The $200,000 Compensation  limitation applies to
          the combined  Compensation  of the  Employee  and of  any  family
          member aggregated  with the  Employee under  Section 1.09 who  is
          either (i) the  Employee's spouse; or (ii)  the Employee's lineal
          descendant under the age of 19. If, for a Plan Year, the combined
          Compensation of  the Employee  and  such family  members who  are
          Participants entitled to an allocation for that Plan Year exceeds
          the $200,000  (or adjusted) limitation,  "Compensation" for  each
          such Participant, for purposes of the contribution and allocation
          provisions of  Article  III,  means  his  Adjusted  Compensation.
          Adjusted Compensation is the amount which bears the same ratio to
          the   $200,000   (or   adjusted)  limitation   as   the  affected
          Participant's  Compensation  (without   regard  to  the  $200,000
          Compensation limitation)  bears to  the combined  Compensation of
          all the affected  Participants in  the family unit.  If the  Plan
          uses permitted  disparity, the Advisory Committee  must determine
          the integration level of  each affected family member Participant
          prior to  the proration of the  $200,000 Compensation limitation,
          but the  combined integration level of  the affected Participants
          may  not  exceed  $200,000  (or  the  adjusted  limitation).  The
          combined Excess Compensation of  the affected Participants in the
          family unit may not exceed  $200,000 (or the adjusted limitation)
          minus the  affected Participants' combined integration  level (as
          determined under the preceding  sentence). If the combined Excess
          Compensation exceeds this limitation, the Advisory Committee will
          prorate  the Excess  Compensation limitation  among  the affected
          Participants  in  the  family unit  in  proportion  to each  such
          individual's Adjusted  Compensation minus his  integration level.
          If  the Employer's Plan  is a Nonstandardized  Plan, the Employer
          may elect to use  a different method in determining  the Adjusted
          Compensation  of  the affected  Participants  by specifying  that
<PAGE>






          method in an addendum to the Adoption Agreement, numbered Section
          1.12.

          (B)  Nondiscrimination. For  purposes of determining  whether the
          Plan  discriminates  in favor  of  Highly  Compensated Employees,
          Compensation means Compensation as  defined in this Section 1.12,
          except:  (1)  the Employer  may elect  to  include or  to exclude
          elective contributions,  irrespective of the  Employer's election
          in its  Adoption Agreement regarding  elective contributions; and
          (2) the Employer  will not give effect  to any elections made  in
          the  "modifications   to  Compensation  definition"   section  of
          Adoption   Agreement  Section   1.12.  The   Employer's  election
          described  in  clause (1)  must  be consistent  and  uniform with
          respect to all Employees  and all plans of  the Employer for  any
          particular Plan Year. If the Employer's Plan is a Nonstandardized
          Plan,  the Employer,  irrespective of  clause (2),  may  elect to
          exclude  from this  nondiscrimination definition  of Compensation
          any items  of Compensation excludible under  Code Sect.414(s) and
          the  applicable  Treasury  regulations,  provided  such  adjusted
          definition  conforms  to  the nondiscrimination  requirements  of
          those regulations.

               1.13 "Earned Income" means net earnings from self-employment
          in the trade or business  with respect to which the  Employer has
          established   the  Plan,   provided  personal  services   of  the
          individual are  a material income producing  factor. The Advisory
          Committee  will determine  net earnings  without regard  to items
          excluded from gross income and the deductions allocable to  those
          items. The  Advisory Committee will determine  net earnings after
          the  deduction allowed  to the  Self-Employed Individual  for all
          contributions made by the  Employer to a qualified plan  and, for
          Plan  Years  beginning after  December  31,  1989, the  deduction
          allowed  to the  Self-Employed under  Code Sect.164(f)  for self-
          employment taxes. 

               1.14 "Account"  means  the  separate  account(s)  which  the
          Advisory  Committee or  the Trustee  maintains for  a Participant
          under the Employer's Plan. 

               1.15 "Accrued  Benefit"  means  the  amount  standing  in  a
          Participant's  Account(s)  as  of  any  date  derived  from  both
          Employer contributions and Employee contributions, if any. 

               1.16 "Nonforfeitable" means a Participant's or Beneficiary's
          unconditional claim, legally enforceable against the Plan, to the
          Participant's Accrued Benefit. 

               1.17 "Plan  Year" means  the fiscal  year of  the Plan,  the
          consecutive month  period  specified in  the Employer's  Adoption
          Agreement. The  Employer's Adoption  Agreement also  must specify
          the   "Limitation  Year"   applicable   to  the   limitations  on
          allocations described  in Article III. If  the Employer maintains
          Paired Plans, each Plan must have the same Plan Year.
<PAGE>






               1.18 "Effective Date" of this Plan is the date specified  in
          the Employer's Adoption Agreement. 

               1.19 "Plan  Entry  Date"  means  the  date(s)  specified  in
          Section 2.01 of the Employer's Adoption Agreement. 

               1.20 "Accounting Date" is the last day of an Employer's Plan
          Year.  Unless  otherwise  specified  in the  Plan,  the  Advisory
          Committee  will make all  Plan allocations for  a particular Plan
          Year as of the Accounting Date of that Plan Year. 

               1.21 "Trust"  means  the separate  Trust  created  under the
          Employer's Plan. 

               1.22 "Trust Fund" means  all property of every kind  held or
          acquired by  the Employer's  Plan, other than  incidental benefit
          insurance contracts. 

               1.23 "Nontransferable Annuity" means an annuity which by its
          terms  provides that  it may  not be sold,  assigned, discounted,
          pledged  as collateral for a loan or security for the performance
          of an obligation or for any purpose to any person  other than the
          insurance company.  If the Plan distributes  an annuity contract,
          the contract must be a Nontransferable Annuity. 

               1.24 "ERISA" means  the Employee Retirement  Income Security
          Act of 1974, as amended. 

               1.25 "Code"  means the  Internal  Revenue Code  of 1986,  as
          amended. 

               1.26 "Service"  means any period of time  the Employee is in
          the  employ of the Employer, including any period the Employee is
          on an unpaid leave of absence authorized by the Employer under  a
          uniform,  nondiscriminatory policy  applicable to  all Employees.
          "Separation  from Service" means  the Employee  no longer  has an
          employment relationship with the Employer maintaining this Plan. 

               1.27 "Hour of Service" means: 

               (a)  Each  Hour of  Service for  which the  Employer, either
               directly or indirectly,  pays an Employee, or for  which the
               Employee  is entitled  to  payment, for  the performance  of
               duties.  The Advisory  Committee  credits Hours  of  Service
               under this paragraph (a) to the Employee for the computation
               period  in   which  the   Employee   performs  the   duties,
               irrespective of when paid; 
<PAGE>






               (b)  Each  Hour of  Service  for back  pay, irrespective  of
               mitigation of damages, to  which the Employer has agreed  or
               for which the  Employee has received an  award. The Advisory
               Committee credits Hours of  Service under this paragraph (b)
               to  the Employee for the computation  period(s) to which the
               award  or  the  agreement   pertains  rather  than  for  the
               computation period in which  the award, agreement or payment
               is made; and 

               (c)  Each  Hour of  Service for  which the  Employer, either
               directly or indirectly, pays  an Employee, or for which  the
               Employee is entitled to payment (irrespective of whether the
               employment  relationship is  terminated), for  reasons other
               than  for the  performance  of duties  during a  computation
               period, such  as leave  of absence, vacation,  holiday, sick
               leave, illness, incapacity  (including disability),  layoff,
               jury  duty or  military  duty. The  Advisory Committee  will
               credit  no  more  than  501  Hours  of  Service  under  this
               paragraph  (c) to  an  Employee  on  account of  any  single
               continuous period during which the Employee does not perform
               any  duties (whether  or  not such  period  occurs during  a
               single computation period).  The Advisory Committee  credits
               Hours of Service under this paragraph (c) in accordance with
               the  rules  of   paragraphs  (b)  and  (c)  of   Labor  Reg.
               Sect.2530.200b-2,  which  the   Plan,  by  this   reference,
               specifically incorporates in full within this paragraph (c).


               The Advisory  Committee will not  credit an Hour  of Service
          under more than one of the above paragraphs. A computation period
          for  purposes of  this Section  1.27 is  the Plan  Year, Year  of
          Service  period, Break  in  Service period  or  other period,  as
          determined  under  the  Plan  provision for  which  the  Advisory
          Committee  is  measuring  an  Employee's Hours  of  Service.  The
          Advisory Committee will resolve any ambiguity with respect to the
          crediting of an Hour of Service in favor of the Employee. 

          (A) Method of crediting Hours of Service. The Employer must elect
          in its Adoption Agreement the  method the Advisory Committee will
          use  in crediting an Employee with Hours of Service. For purposes
          of  the Plan, "actual" method means the determination of Hours of
          Service  from records  of hours  worked and  hours for  which the
          Employer  makes  payment or  for which  payment  is due  from the
          Employer.  If  the  Employer  elects to  apply  an  "equivalency"
          method,  for  each  equivalency  period for  which  the  Advisory
          Committee would credit  the Employee  with at least  one Hour  of
          Service, the  Advisory Committee  will credit the  Employee with:
          (i) 10 Hours of Service for a daily equivalency; (ii) 45 Hours of
          Service for a weekly equivalency; (iii) 95 Hours of Service for a
          semimonthly  payroll period  equivalency; and  (iv) 190  Hours of
          Service for a monthly equivalency.
<PAGE>






          (B) Maternity/paternity leave. Solely for purposes of determining
          whether  the  Employee  incurs  a  Break  in  Service  under  any
          provision of this Plan, the  Advisory Committee must credit Hours
          of  Service  during an  Employee's unpaid  absence period  due to
          maternity or paternity leave. The Advisory Committee considers an
          Employee  on  maternity  or  paternity leave  if  the  Employee's
          absence  is due  to the  Employee's pregnancy,  the birth  of the
          Employee's child, the  placement with the Employee  of an adopted
          child, or the care of the Employee's  child immediately following
          the child's  birth or  placement. The Advisory  Committee credits
          Hours of Service under this paragraph on the basis  of the number
          of Hours of Service  the Employee would  receive if he were  paid
          during the absence  period or, if  the Advisory Committee  cannot
          determine  the number  of  Hours of  Service  the Employee  would
          receive,  on the  basis of  8 hours  per day  during the  absence
          period.  The Advisory Committee will  credit only the number (not
          exceeding  501)  of Hours  of  Service  necessary to  prevent  an
          Employee's Break  in Service. The Advisory  Committee credits all
          Hours of  Service described in this paragraph  to the computation
          period in which  the absence  period begins or,  if the  Employee
          does  not  need these  Hours  of Service  to prevent  a  Break in
          Service in the  computation period  in which  his absence  period
          begins, the Advisory Committee credits these Hours of  Service to
          the immediately following computation period. 

               1.28  "Disability"  means  the  Participant,  because  of  a
          physical or  mental  disability, will  be unable  to perform  the
          duties of his customary  position of employment (or is  unable to
          engage  in any  substantial gainful  activity) for  an indefinite
          period which  the Advisory  Committee considers  will be  of long
          continued duration. A Participant  also is disabled if  he incurs
          the permanent loss  or loss of use of a member or function of the
          body,  or is permanently disfigured, and incurs a Separation from
          Service. The Plan  considers a Participant  disabled on the  date
          the  Advisory Committee determines  the Participant satisfies the
          definition of  disability. The  Advisory Committee may  require a
          Participant  to  submit to  a  physical examination  in  order to
          confirm  disability.  The  Advisory   Committee  will  apply  the
          provisions   of  this   Section  1.28  in   a  nondiscriminatory,
          consistent  and  uniform  manner. If  the  Employer's  Plan is  a
          Nonstandardized  Plan, the  Employer  may  provide  an  alternate
          definition  of   disability  in  an  addendum   to  its  Adoption
          Agreement, numbered Section 1.28.

               1.29 SERVICE  FOR  PREDECESSOR  EMPLOYER.  If  the  Employer
          maintains  the plan  of a predecessor  employer, the  Plan treats
          service of  the Employee with the predecessor employer as service
          with the Employer. If the Employer  does not maintain the plan of
          a predecessor employer, the Plan does not credit service with the
          predecessor   employer,  unless   the  Employer   identifies  the
          predecessor in its Adoption  Agreement and specifies the purposes
          for  which the  Plan will  credit service  with  that predecessor
          employer. 
<PAGE>






               1.30 RELATED  EMPLOYERS. A  related  group  is a  controlled
          group of corporations (as defined in Code Sect.414(b)), trades or
          businesses (whether  or not incorporated) which  are under common
          control (as defined in Code Sect.414(c)) or an affiliated service
          group (as defined in Code Sect.414(m) or in Code Sect.414(o)). If
          the Employer is a member of a related group, the  term "Employer"
          includes  the related  group  members for  purposes of  crediting
          Hours  of Service,  determining Years  of Service  and Breaks  in
          Service under Articles II and V, applying  the Participation Test
          and  the  Coverage  Test  under  Section  3.06(E),  applying  the
          limitations on allocations in Part 2 of Article III, applying the
          top  heavy  rules  and  the minimum  allocation  requirements  of
          Article  III,  the  definitions of  Employee,  Highly Compensated
          Employee,  Compensation and  Leased Employee,  and for  any other
          purpose  required by  the applicable  Code section  or by  a Plan
          provision.  However, an Employer may  contribute to the Plan only
          by  being a  signatory  to the  Execution  Page of  the  Adoption
          Agreement  or  to a  Participation  Agreement  to the  Employer's
          Adoption Agreement.  If one  or  more of  the Employer's  related
          group  members become  Participating  Employers  by  executing  a
          Participation Agreement to the Employer's Adoption Agreement, the
          term "Employer" includes the  participating related group members
          for  all purposes of the Plan, and "Plan Administrator" means the
          Employer  that  is the  signatory to  the  Execution Page  of the
          Adoption Agreement. 

               If the Employer's Plan is a Standardized Plan, all Employees
          of the Employer or of any member of the Employer's related group,
          are eligible  to participate in the Plan, irrespective of whether
          the related  group member  directly employing  the Employee  is a
          Participating   Employer.   If   the   Employer's   Plan   is   a
          Nonstandardized Plan,  the Employer must specify  in Section 1.07
          of its Adoption Agreement, whether the Employees of related group
          members  that are  not  Participating Employers  are eligible  to
          participate  in  the  Plan.  Under a  Nonstandardized  Plan,  the
          Employer   may  elect   to   exclude  from   the  definition   of
          "Compensation"  for allocation purposes any Compensation received
          from  a related  employer that  has not executed  a Participation
          Agreement and whose Employees are  not eligible to participate in
          the Plan. 

               1.31  LEASED EMPLOYEES. The Plan treats a Leased Employee as
          an Employee of the  Employer. A Leased Employee is  an individual
          (who  otherwise is not an Employee of the Employer) who, pursuant
          to a leasing agreement between the Employer and any other person,
          has  performed services for the Employer (or for the Employer and
          any  persons related to the  Employer within the  meaning of Code
          Sect.144(a)(3)) on a  substantially full time basis  for at least
          one  year and  who  performs services  historically performed  by
          employees in the Employer's business field. If a  Leased Employee
          is treated as an Employee  by reason of this Section 1.31  of the
          Plan,  "Compensation"  includes  Compensation  from  the  leasing
          organization which is attributable  to services performed for the
          Employer.
<PAGE>






          (A) Safe harbor plan exception. The Plan does not treat a  Leased
          Employee as  an Employee if  the leasing organization  covers the
          employee in a safe  harbor plan and, prior to application of this
          safe  harbor  plan  exception,  20%  or less  of  the  Employer's
          Employees (other than  Highly Compensated  Employees) are  Leased
          Employees.  A safe harbor plan  is a money  purchase pension plan
          providing  immediate participation,  full and  immediate vesting,
          and a nonintegrated contribution formula equal to at least 10% of
          the employee's  compensation without regard to  employment by the
          leasing organization on  a specified date.  The safe harbor  plan
          must determine  the 10% contribution on the basis of compensation
          as defined in Code Sect.415(c)(3) plus elective contributions (as
          defined in Section 1.12).

          (B) Other  requirements. The  Advisory Committee must  apply this
          Section 1.31  in a  manner consistent with  Code Sect.Sect.414(n)
          and 414(o) and the regulations  issued under those Code sections.
          The Employer must specify in the Adoption Agreement the manner in
          which  the  Plan  will   determine  the  allocation  of  Employer
          contributions  and  Participant  forfeitures   on  behalf  of   a
          Participant  if the Participant is a Leased Employee covered by a
          plan maintained by the leasing organization.

               1.32  SPECIAL  RULES  FOR  OWNER-EMPLOYEES.   The  following
          special provisions and restrictions apply to Owner-Employees: 

               (a)  If the  Plan provides contributions or  benefits for an
               Owner-Employee  or  for  a  group  of   Owner-Employees  who
               controls the  trade or business  with respect to  which this
               Plan    is   established    and   the    Owner-Employee   or
               Owner-Employees also control as  Owner-Employees one or more
               other  trades   or  businesses,  plans  must   exist  or  be
               established  with respect  to all  the controlled  trades or
               businesses so that when  the plans are combined they  form a
               single  plan  which  satisfies  the  requirements   of  Code
               Sect.401(a)  and  Code  Sect.401(d)   with  respect  to  the
               employees of the controlled trades or businesses. 
<PAGE>






               (b)  The  Plan  excludes  an   Owner-Employee  or  group  of
               Owner-Employees  if the  Owner-Employee  or group  of Owner-
               Employees controls  any other trade or  business, unless the
               employees  of  the   other  controlled  trade   or  business
               participate in  a plan  which satisfies the  requirements of
               Code Sect.401(a) and Code  Sect.401(d). The other  qualified
               plan must  provide contributions and benefits  which are not
               less favorable than the  contributions and benefits provided
               for  the Owner-Employee  or  group of  Owner-Employees under
               this Plan, or if an Owner-Employee is covered under  another
               qualified   plan  as   an  Owner-Employee,  then   the  plan
               established with  respect to the  trade or business  he does
               control must  provide contributions or benefits as favorable
               as those provided under the most favorable plan of the trade
               or  business he does not  control. If the  exclusion of this
               paragraph  (b)   applies  and  the  Employer's   Plan  is  a
               Standardized  Plan,  the  Employer may  not  participate  or
               continue  to  participate  in   this  Master  Plan  and  the
               Employer's  Plan becomes  an individually-designed  plan for
               purposes of qualification reliance.

               (c)  For purposes of paragraphs (a) and  (b) of this Section
               1.32, an Owner-Employee or group of Owner-Employees controls
               a trade or business if the Owner-Employee or Owner-Employees
               together (1)  own the  entire interest in  an unincorporated
               trade or business, or (2) in  the case of a partnership, own
               more  than 50% of either the capital interest or the profits
               interest in the partnership. 

               1.33  DETERMINATION OF TOP HEAVY STATUS. If this Plan is the
          only qualified plan maintained  by the Employer, the Plan  is top
          heavy  for  a  Plan  Year  if  the top  heavy  ratio  as  of  the
          Determination  Date  exceeds  60%.  The  top  heavy  ratio  is  a
          fraction, the numerator of which is the sum of the present  value
          of  Accrued Benefits of all Key Employees as of the Determination
          Date and the denominator of which is a similar sum determined for
          all  Employees. The  Advisory Committee must  include in  the top
          heavy  ratio, as part of  the present value  of Accrued Benefits,
          any  contribution  not made  as  of  the Determination  Date  but
          includible  under  Code  Sect.416  and  the  applicable  Treasury
          regulations,  and  distributions  made within  the  Determination
          Period. The Advisory Committee must calculate the top heavy ratio
          by disregarding  the Accrued Benefit (and  distributions, if any,
          of  the Accrued Benefit) of any Non-Key Employee who was formerly
          a  Key   Employee,  and  by  disregarding   the  Accrued  Benefit
          (including distributions,  if any, of the Accrued  Benefit) of an
          individual  who has not received credit for  at least one Hour of
          Service with  the Employer  during the Determination  Period. The
          Advisory Committee must calculate  the top heavy ratio, including
          the  extent to  which  it must  take into  account distributions,
          rollovers and transfers, in accordance with Code Sect.416 and the
          regulations under that Code section. 
<PAGE>






               If the Employer maintains other qualified plans (including a
          simplified  employee pension  plan),  or maintained  another such
          plan which now is terminated,  this Plan is top heavy only  if it
          is  part of  the Required  Aggregation Group,  and the  top heavy
          ratio  for the Required Aggregation Group  and for the Permissive
          Aggregation  Group,  if  any,  each  exceeds  60%.  The  Advisory
          Committee will calculate the  top heavy ratio in the  same manner
          as required by the  first paragraph of this Section  1.33, taking
          into account  all  plans within  the  Aggregation Group.  To  the
          extent   the   Advisory   Committee  must   take   into   account
          distributions to  a  Participant,  the  Advisory  Committee  must
          include  distributions from  a terminated  plan which  would have
          been  part  of  the Required  Aggregation  Group  if  it were  in
          existence on the Determination  Date. The Advisory Committee will
          calculate  the present  value of  accrued benefits  under defined
          benefit  plans  or  simplified  employee  pension  plans included
          within the group  in accordance  with the terms  of those  plans,
          Code Sect.416 and the  regulations under that Code section.  If a
          Participant  in a defined benefit plan is a Non-Key Employee, the
          Advisory Committee  will determine his accrued  benefit under the
          accrual  method, if  any, which  is applicable  uniformly to  all
          defined  benefit plans maintained by the Employer or, if there is
          no uniform  method, in accordance  with the slowest  accrual rate
          permitted under  the fractional rule accrual  method described in
          Code Sect.411(b)(1)(C).  If  the  Employer  maintains  a  defined
          benefit  plan, the  Employer must  specify in  Adoption Agreement
          Section 3.18  the actuarial  assumptions (interest and  mortality
          only) the Advisory  Committee will use  to calculate the  present
          value of benefits from  a defined benefit plan. If  an aggregated
          plan  does  not  have  a   valuation  date  coinciding  with  the
          Determination Date, the Advisory Committee must value the Accrued
          Benefits in the aggregated  plan as of the most  recent valuation
          date  falling  within  the  twelve-month  period  ending  on  the
          Determination  Date,  except  as  Code  Sect.416  and  applicable
          Treasury regulations require  for the first and  second plan year
          of a defined benefit plan. The Advisory  Committee will calculate
          the  top heavy  ratio with reference  to the  Determination Dates
          that fall within the same calendar year. 

          (A) Standardized Plan. If  the Employer's Plan is  a Standardized
          Plan, the  Plan operates as a  deemed top heavy plan  in all Plan
          Years,  except,   if  the  Standardized  Plan   includes  a  Code
          Sect.401(k) arrangement, the  Employer may elect to apply the top
          heavy requirements only in Plan Years for which the Plan actually
          is  top  heavy.  Under a  deemed  top  heavy  plan, the  Advisory
          Committee  need not  determine whether the  Plan actually  is top
          heavy. However,  if the  Employer, in Adoption  Agreement Section
          3.18,  elects  to  override  the 100%  limitation,  the  Advisory
          Committee  will  need to  determine  whether a  deemed  top heavy
          Plan's top heavy ratio for a Plan Year exceeds 90%.
<PAGE>






          (B) Definitions. For purposes of applying the provisions of  this
          Section 1.33:

               (1) "Key Employee" means, as of  any Determination Date, any
               Employee  or  former   Employee  (or  Beneficiary  of   such
               Employee)  who,  for  any  Plan Year  in  the  Determination
               Period:  (i) has Compensation in excess of 50% of the dollar
               amount  prescribed in  Code  Sect.415(b)(1)(A) (relating  to
               defined  benefit plans) and  is an officer  of the Employer;
               (ii)  has  Compensation  in  excess  of  the  dollar  amount
               prescribed  in Code  Sect.415(c)(1)(A) (relating  to defined
               contribution plans) and  is one of the  Employees owning the
               ten  largest interests in the Employer; (iii) is a more than
               5% owner of the Employer; or (iv) is a more than 1% owner of
               the Employer and has Compensation of more than $150,000. The
               constructive  ownership  rules  of  Code  Sect.318  (or  the
               principles of that section, in the case of an unincorporated
               Employer,)  will  apply   to  determine  ownership   in  the
               Employer. The  number of  officers taken into  account under
               clause (i)  will not exceed the  greater of 3 or  10% of the
               total number  (after  application of  the  Code  Sect.414(q)
               exclusions) of Employees, but no more  than 50 officers. The
               Advisory  Committee will make the determination  of who is a
               Key Employee in accordance  with Code Sect.416(i)(1) and the
               regulations under that Code section. 

               (2)  "Non-Key Employee" is an employee who does not meet the
               definition of Key Employee. 

               (3)  "Compensation" means  Compensation as  determined under
               Section 1.09 for purposes  of identifying Highly Compensated
               Employees.

               (4) "Required Aggregation Group"  means: (i) each  qualified
               plan  of the  Employer in  which at  least one  Key Employee
               participates at  any time  during the  Determination Period;
               and (ii)  any other  qualified  plan of  the Employer  which
               enables  a   plan  described  in  clause  (i)  to  meet  the
               requirements of Code Sect.401(a)(4) or of Code Sect.410. 

               (5)   "Permissive  Aggregation   Group"   is  the   Required
               Aggregation Group plus any other qualified  plans maintained
               by the Employer, but only if such group would satisfy in the
               aggregate  the requirements  of  Code Sect.401(a)(4)  and of
               Code  Sect.410. The  Advisory Committee  will determine  the
               Permissive Aggregation Group. 

               (6) "Employer" means the Employer  that adopts this Plan and
               any related employers described in Section 1.30. 
<PAGE>






               (7) "Determination Date" for any Plan Year is the Accounting
               Date of the preceding Plan Year or, in the case of the first
               Plan  Year of  the Plan,  the Accounting  Date of  that Plan
               Year. The "Determination Period" is the 5 year period ending
               on the Determination Date.

               1.34 "Paired  Plans"  means  the  Employer  has adopted  two
          Standardized Plan  Adoption Agreements  offered with  this Master
          Plan, one Adoption Agreement being  a Paired Profit Sharing  Plan
          and  one Adoption Agreement being a Paired Pension Plan. A Paired
          Profit Sharing Plan may include a Code Sect.401(k) arrangement. A
          Paired Pension Plan must  be a money  purchase pension plan or  a
          target  benefit pension plan. Paired Plans must be the subject of
          a favorable opinion letter  issued by the National Office  of the
          Internal Revenue Service. This  Master Plan does not pair  any of
          its Standardized Plan Adoption Agreements with Standardized  Plan
          Adoption Agreements under a defined benefit master plan.

               1.35 "Retirement  Investment  Trust"  means   the  open-end,
          diversified,  management  investment  company, or  any  successor
          thereto by  change of name  or otherwise, that  offers collective
          investment  funds  for retirement    accounts as  to  which Texas
          Commerce Bank  National Association or an  affiliated bank serves
          as a  trustee.   The  Retirement  Investment Trust  is  explained
          concisely in the current Retirement Investment Trust Prospectus.

              *   *   *   *   *   *   *   *   *   *   *   *   *   *   *
<PAGE>






                                     ARTICLE II 
                                EMPLOYEE PARTICIPANTS 


               2.01 ELIGIBILITY. Each Employee becomes a Participant in the
          Plan  in accordance with the participation option selected by the
          Employer  in its Adoption Agreement.  If this Plan  is a restated
          Plan, each Employee who was a  Participant in the Plan on the day
          before the Effective Date continues as a Participant in the Plan,
          irrespective of whether he satisfies the participation conditions
          in the restated Plan, unless otherwise provided in the Employer's
          Adoption Agreement. 

               2.02 YEAR  OF SERVICE  - PARTICIPATION.  For purposes  of an
          Employee's  participation in  the Plan  under Adoption  Agreement
          Section  2.01, the Plan  takes into account  all of  his Years of
          Service with  the Employer, except  as provided in  Section 2.03.
          "Year of Service" means  an eligibility computation period during
          which the Employee completes not less than the number of Hours of
          Service  specified in  the  Employer's  Adoption  Agreement.  The
          initial  eligibility   computation   period  is   the  first   12
          consecutive   month   period   measured   from   the   Employment
          Commencement  Date.  The  Plan  measures  succeeding  eligibility
          computation periods in accordance with the option selected by the
          Employer in  its Adoption  Agreement. If  the Employer elects  to
          measure  subsequent periods on a Plan Year basis, an Employee who
          receives credit  for  the required  number  of Hours  of  Service
          during the initial eligibility  computation period and during the
          first applicable Plan Year  will receive credit for two  Years of
          Service under  Article II. "Employment  Commencement Date"  means
          the  date on which the Employee first performs an Hour of Service
          for  the Employer.  If  the Employer  elects a  service condition
          under Adoption Agreement  Section 2.01 based on months,  the Plan
          does  not  apply  any  Hour  of  Service  requirement  after  the
          completion of the first Hour of Service. 

               2.03 BREAK IN SERVICE  -  PARTICIPATION. An Employee  incurs
          a "Break in Service" if during any 12 consecutive month period he
          does  not  complete  more than  500  Hours  of  Service with  the
          Employer. The  "12 consecutive  month period" under  this Section
          2.03 is the same 12 consecutive  month period for which the  Plan
          measures "Years of Service" under Section 2.02.
           
          (A)  2-year  Eligibility. If  the Employer  elects  a 2  years of
          service   condition  for  eligibility   purposes  under  Adoption
          Agreement  Section 2.01, the Plan treats an Employee who incurs a
          one year Break in  Service and who has never become a Participant
          as  a  new Employee  on the  date he  first  performs an  Hour of
          Service for the Employer after the Break in Service. 
<PAGE>






          (B)  Suspension of Years of  Service. The Employer  must elect in
          its  Adoption  Agreement  whether  a  Participant  will  incur  a
          suspension of Years of  Service after incurring a one  year Break
          in Service. If this  rule applies under the Employer's  Plan, the
          Plan  disregards a Participant's Years of  Service (as defined in
          Section  2.02) earned  prior  to a  Break  in Service  until  the
          Participant  completes  another  Year  of Service  and  the  Plan
          suspends  the Participant's  participation  in the  Plan. If  the
          Participant  completes a Year  of Service following  his Break in
          Service, the Plan restores  that Participant's pre-Break Years of
          Service (and the Participant  resumes active participation in the
          Plan) retroactively to the first day of the computation period in
          which the Participant earns the first post-Break Year of Service.
          The initial computation period under this Section 2.03(B)  is the
          12  consecutive   month  period   measured  from  the   date  the
          Participant  first  receives  credit   for  an  Hour  of  Service
          following the one year Break in Service period. The Plan measures
          any subsequent periods, if necessary, in a manner consistent with
          the computation period  selection in  Adoption Agreement  Section
          2.02.  This  Section  2.03(B)  does not  affect  a  Participant's
          vesting credit under  Article V and, during  a suspension period,
          the Participant's Account continues to share  fully in Trust Fund
          allocations under Section 9.11. Furthermore, this Section 2.03(B)
          will  not  result  in the  restoration  of  any  Year of  Service
          disregarded under the Break in Service rule of Section 2.03(A).

               2.04 PARTICIPATION UPON RE-EMPLOYMENT.  A Participant  whose
          employment with the Employer terminates will re-enter the Plan as
          a  Participant on the date  of his re-employment,  subject to the
          Break in Service  rule, if applicable, under  Section 2.03(B). An
          Employee who satisfies the  Plan's eligibility conditions but who
          terminates  employment  with the  Employer  prior  to becoming  a
          Participant  will become a Participant  on the later  of the Plan
          Entry Date on  which he would  have entered the  Plan had he  not
          terminated employment  or the date of  his re-employment, subject
          to  the  Break  in  Service rule,  if  applicable,  under Section
          2.03(B).  Any   Employee  who  terminates   employment  prior  to
          satisfying   the   Plan's   eligibility  conditions   becomes   a
          Participant in accordance with Adoption Agreement Section 2.01. 
<PAGE>






               2.05 CHANGE IN EMPLOYEE  STATUS.  If  a Participant has  not
          incurred a Separation from  Service but ceases to be  eligible to
          participate  in  the Plan,  by  reason  of employment  within  an
          employment classification excluded by the Employer under Adoption
          Agreement  Section 1.07,  the Advisory  Committee must  treat the
          Participant  as an  Excluded Employee  during  the period  such a
          Participant is  subject to the Adoption  Agreement exclusion. The
          Advisory  Committee determines  a  Participant's  sharing in  the
          allocation of Employer contributions and Participant forfeitures,
          if  applicable,  by disregarding  his  Compensation  paid by  the
          Employer  for services  rendered in  his capacity as  an Excluded
          Employee.  However,  during   such  period   of  exclusion,   the
          Participant,   without   regard  to   employment  classification,
          continues  to receive credit for vesting under Article V for each
          included Year of Service  and the Participant's Account continues
          to share fully in Trust Fund allocations under Section 9.11. 

               If  an Excluded Employee  who is  not a  Participant becomes
          eligible  to participate  in the  Plan by  reason of a  change in
          employment  classification,  he  will  participate  in  the  Plan
          immediately  if he  has satisfied  the eligibility  conditions of
          Section 2.01 and would have been a Participant had he not been an
          Excluded Employee during his  period of Service. Furthermore, the
          Plan takes into  account all of the Participant's  included Years
          of Service with the Employer as an Excluded Employee for purposes
          of vesting credit under Article V. 

               2.06 ELECTION NOT TO PARTICIPATE.  If the Employer's Plan is
          a  Standardized  Plan,  the Plan  does  not  permit  an otherwise
          eligible Employee nor any Participant to elect not to participate
          in  the Plan. If the  Employer's Plan is  a Nonstandardized Plan,
          the Employer must specify  in its Adoption  Agreement  whether an
          Employee eligible to participate, or any present Participant, may
          elect  not to  participate in  the  Plan. For  an election  to be
          effective for a particular Plan Year, the Employee or Participant
          must file the election in writing with the Plan Administrator not
          later  than  the  time   specified  in  the  Employer's  Adoption
          Agreement.  The Employer  may not  make a contribution  under the
          Plan for the  Employee or for  the Participant for the  Plan Year
          for  which the election is effective, nor for any succeeding Plan
          Year, unless the Employee or Participant re-elects to participate
          in the Plan. After an Employee's or Participant's election not to
          participate has been  effective for at  least the minimum  period
          prescribed by the Employer's  Adoption Agreement, the Employee or
          Participant  may re-elect to participate in the Plan for any Plan
          Year and subsequent  Plan Years. An  Employee or Participant  may
          re-elect to participate  in the  Plan by filing  his election  in
          writing  with the  Plan  Administrator not  later  than the  time
          specified in  the Employer's  Adoption Agreement. An  Employee or
          Participant  who re-elects to participate may  again elect not to
          participate  only   as  permitted  in   the  Employer's  Adoption
          Agreement.  If an  Employee  is a  Self-Employed Individual,  the
          Employee's  election (except as permitted by Treasury regulations
          without creating  a Code Sect.401(k) arrangement  with respect to
<PAGE>






          that Self-Employed  Individual) must  be effective no  later than
          the date the  Employee first  would become a  Participant in  the
          Plan and the election is irrevocable. The Plan Administrator must
          furnish  an  Employee  or a  Participant  any  form required  for
          purposes  of an  election  under this  Section 2.06.  An election
          timely filed is effective for the entire Plan Year. 

               A Participant who elects not  to participate may not receive
          a  distribution of  his  Accrued Benefit  attributable either  to
          Employer or to Participant contributions except as provided under
          Article  IV or under Article VI.  However, for each Plan Year for
          which a  Participant's election not to  participate is effective,
          the Participant's Account,  if any, continues  to share in  Trust
          Fund allocations  under Article IX. Furthermore,  the Employee or
          the  Participant receives vesting credit under Article V for each
          included  Year of Service during  the period the  election not to
          participate is effective. 

              *   *   *   *   *   *   *   *   *   *   *   *   *   *   *
<PAGE>






                                     ARTICLE III 
                       EMPLOYER CONTRIBUTIONS AND FORFEITURES 


          Part  1.  Amount of Employer  Contributions and Plan Allocations:
          Sections 3.01 through 3.06

               3.01 AMOUNT. For each Plan Year, the Employer contributes to
          the   Trust  the   amount  determined   by  application   of  the
          contribution  option selected  by  the Employer  in its  Adoption
          Agreement.  The Employer may not make a contribution to the Trust
          for any Plan Year to the extent the contribution would exceed the
          Participants' Maximum Permissible Amounts. 

               The Employer contributes  to this Plan on the  condition its
          contribution  is not due  to a  mistake of  fact and  the Revenue
          Service will not disallow the deduction for its contribution. The
          Trustee, upon written request from  the Employer, must return  to
          the Employer the  amount of the  Employer's contribution made  by
          the Employer by  mistake of fact or the amount  of the Employer's
          contribution disallowed  as a deduction under  Code Sect.404. The
          Trustee   will  not   return  any   portion  of   the  Employer's
          contribution under the provisions of this paragraph more than one
          year after: 

               (a) The Employer  made the contribution by  mistake of fact;
               or 

               (b) The disallowance of the contribution as a deduction, and
               then, only to the extent of the disallowance. 

               The Trustee  will not increase  the amount  of the  Employer
          contribution returnable under this  Section 3.01 for any earnings
          attributable to  the contribution, but the  Trustee will decrease
          the Employer contribution returnable for any  losses attributable
          to  it.  The  Trustee may  require  the  Employer  to furnish  it
          whatever  evidence  the Trustee  deems  necessary  to enable  the
          Trustee  to confirm  the  amount the  Employer  has requested  be
          returned is properly returnable under ERISA.

               3.02 DETERMINATION OF  CONTRIBUTION.  The Employer, from its
          records, determines the amount of any contributions to be made by
          it to the Trust under the terms of the Plan. 

               3.03 TIME OF  PAYMENT OF CONTRIBUTION. The  Employer may pay
          its contribution  for  each Plan Year in one or more installments
          without interest.  The Employer must make its contribution to the
          Plan  within  the  time  prescribed by  the  Code  or  applicable
          Treasury regulations. Subject to the consent  of the Trustee, the
          Employer may  make its contribution  in property  rather than  in
          cash, provided the  contribution of property is not  a prohibited
          transaction under the Code or under ERISA.
<PAGE>






               3.04 CONTRIBUTION ALLOCATION. 

          (A)  Method  of Allocation.  The  Employer  must specify  in  its
          Adoption  Agreement the manner of allocating each annual Employer
          contribution to this Trust. 

          (B) Top Heavy Minimum  Allocation. The Plan must comply  with the
          provisions of this  Section 3.04(B), subject to  the elections in
          the Employer's Adoption Agreement. 

               (1)  Top Heavy  Minimum Allocation Under  Standardized Plan.
          Subject to the Employer's  election under Section 3.04(B)(3), the
          top   heavy   minimum   allocation requirement   applies   to   a
          Standardized Plan for each Plan Year, irrespective of whether the
          Plan is top heavy.

                    (a)  Each Participant  employed by the Employer  on the
                    last  day of  the Plan  Year will  receive a  top heavy
                    minimum allocation for that Plan Year. The Employer may
                    elect  in Section  3.04  of its  Adoption Agreement  to
                    apply this paragraph (a) only to a Participant who is a
                    Non-Key Employee.

                    (b)  Subject to  any  overriding elections  in  Section
                    3.18  of  the Employer's  Adoption  Agreement, the  top
                    heavy minimum  allocation is  the lesser  of 3%  of the
                    Participant's  Compensation for  the Plan  Year  or the
                    highest  contribution rate  for the  Plan Year  made on
                    behalf of  any Participant for the  Plan Year. However,
                    if the  Employee participates in Paired  Plans, the top
                    heavy minimum allocation is 3% of his Compensation. If,
                    under  Adoption Agreement  Section  3.04, the  Employer
                    elects to apply paragraph (a) only to a Participant who
                    is  a  Non-Key  Employee, the  Advisory  Committee will
                    determine the "highest  contribution rate" described in
                    the first  sentence of this paragraph  (b) by reference
                    only to the contribution  rates of Participants who are
                    Key Employees for the Plan Year.

               (2) Top Heavy Minimum Allocation Under Nonstandardized Plan.
          The  top  heavy  minimum  allocation  requirement  applies  to  a
          Nonstandardized Plan only in Plan Years for which the Plan is top
          heavy. Except  as provided in the  Employer's Adoption Agreement,
          if the Plan is top heavy in any Plan Year:

                    (a)  Each Non-Key Employee who  is a Participant and is
                    employed  by the Employer on  the last day  of the Plan
                    Year will  receive a  top heavy minimum  allocation for
                    that  Plan Year, irrespective  of whether  he satisfies
                    the Hours  of Service  condition under Section  3.06 of
                    the Employer's Adoption Agreement; and
<PAGE>






                    (b)  The top heavy minimum  allocation is the lesser of
                    3% of the Non-Key  Employee's Compensation for the Plan
                    Year or the highest contribution rate for the Plan Year
                    made  on  behalf of  any  Key Employee.  However,  if a
                    defined benefit plan  maintained by the Employer  which
                    benefits a Key Employee depends on this Plan to satisfy
                    the  antidiscrimination rules of Code Sect.401(a)(4) or
                    the coverage  rules of  Code Sect.410 (or  another plan
                    benefiting the Key Employee  so depends on such defined
                    benefit plan),  the top heavy minimum  allocation is 3%
                    of  the Non-Key  Employee's Compensation  regardless of
                    the contribution rate for the Key Employees. 

               (3) Special Election for Standardized Code Sect.401(k) Plan.
          If the Employer's  Plan is a Standardized Code  Sect.401(k) Plan,
          the  Employer may  elect in  Adoption Agreement  Section  3.04 to
          apply the  top heavy  minimum allocation requirements  of Section
          3.04(B)(1)  only for Plan Years  in which the  Plan actually is a
          top heavy plan.

               (4)  Special  Definitions.  For  purposes  of  this  Section
          3.04(B), the  term "Participant" includes any  Employee otherwise
          eligible to participate in the Plan but who is not a  Participant
          because  of his Compensation level  or because of  his failure to
          make elective  deferrals under a Code  Sect.401(k) arrangement or
          because  of  his failure  to  make  mandatory contributions.  For
          purposes of subparagraph (1)(b)  or (2)(b), "Compensation"  means
          Compensation as defined in Section 1.12, except Compensation does
          not include  elective contributions, irrespective of  whether the
          Employer  has elected to include these amounts in Section 1.12 of
          its Adoption Agreement, any exclusion selected in Section 1.12 of
          the  Adoption Agreement  (other  than the  exclusion of  elective
          contributions)  does  not  apply,  and any  modification  to  the
          definition of Compensation in Section 3.06 does not apply.

               (5)  Determining Contribution  Rates. For  purposes of  this
          Section 3.04(B), a Participant's contribution rate is the sum  of
          all Employer contributions  (not including Employer contributions
          to  Social   Security)   and   forfeitures   allocated   to   the
          Participant's  Account   for  the   Plan  Year  divided   by  his
          Compensation  for the entire Plan Year.  However, for purposes of
          satisfying a  Participant's top heavy minimum  allocation in Plan
          Years  beginning  after  December  31,  1988,  the  Participant's
          contribution  rate does  not  include any  elective contributions
          under a  Code Sect.401(k)  arrangement nor any  Employer matching
          contributions  allocated   on  the   basis   of  those   elective
          contributions or on the basis of employee contributions, except a
          Nonstandardized  Plan may  include in  the contribution  rate any
          matching   contributions   not    necessary   to   satisfy    the
          nondiscrimination  requirements of  Code Sect.401(k)  or of  Code
          Sect.401(m).
<PAGE>






               If  the Employee  is  a  Participant  in Paired  Plans,  the
          Advisory  Committee will  consider the  Paired Plans as  a single
          Plan  to  determine  a  Participant's contribution  rate  and  to
          determine  whether  the  Plans  satisfy this  top  heavy  minimum
          allocation requirement. To determine a Participant's contribution
          rate under  a Nonstandardized  Plan, the Advisory  Committee must
          treat   all  qualified  top   heavy  defined  contribution  plans
          maintained by the Employer (or by any related Employers described
          in Section 1.30) as a single plan.

               (6)  No Allocations.  If,  for a  Plan  Year, there  are  no
          allocations  of  Employer contributions  or  forfeitures  for any
          Participant (for purposes of  Section 3.04 (B)(1)(b)) or  for any
          Key Employee  (for purposes  of Section 3.04(B)(2)(b)),  the Plan
          does  not require any top  heavy minimum allocation  for the Plan
          Year, unless a  top heavy minimum  allocation applies because  of
          the maintenance by the Employer of more than one plan.

               (7)  Election of  Method. The Employer  must specify  in its
          Adoption  Agreement the manner in which the Plan will satisfy the
          top heavy minimum allocation requirement.

               (a) If the Employer elects to make any  necessary additional
               contribution to this Plan, the Advisory Committee first will
               allocate   the   Employer  contributions   (and  Participant
               forfeitures, if  any) for the  Plan Year in  accordance with
               the  provisions of  Adoption  Agreement  Section  3.04.  The
               Employer then  will contribute an additional  amount for the
               Account  of  any  Participant entitled  under  this  Section
               3.04(B)  to  a  top   heavy  minimum  allocation  and  whose
               contribution rate for the Plan Year, under this Plan and any
               other plan aggregated under paragraph (5), is less  than the
               top heavy  minimum allocation. The additional  amount is the
               amount  necessary to increase the Participant's contribution
               rate  to  the top  heavy  minimum  allocation. The  Advisory
               Committee will  allocate the additional contribution  to the
               Account  of the  Participant  on whose  behalf the  Employer
               makes the contribution.

               (b)  If  the  Employer elects  to  guarantee  the top  heavy
               minimum allocation  under another  plan, this Plan  does not
               provide the  top heavy  minimum allocation and  the Advisory
               Committee  will allocate  the annual  Employer contributions
               (and  Participant  forfeitures)  under  the  Plan  solely in
               accordance   with  the  allocation   method  selected  under
               Adoption Agreement Section 3.04.
<PAGE>






               3.05 FORFEITURE  ALLOCATION. The  amount of  a Participant's
          Accrued  Benefit  forfeited  under  the  Plan  is  a  Participant
          forfeiture.  The  Advisory  Committee  will  allocate Participant
          forfeitures  in  the  manner specified  by  the  Employer in  its
          Adoption Agreement. The Advisory  Committee will continue to hold
          the   undistributed,   non-vested   portion   of   a   terminated
          Participant's  Accrued  Benefit in  his  Account  solely for  his
          benefit  until  a forfeiture  occurs  at  the time  specified  in
          Section  5.09  or  if  applicable, until  the  time  specified in
          Section  9.14.   Except  as   provided  under  Section   5.04,  a
          Participant will not share  in the allocation of a  forfeiture of
          any portion of his Accrued Benefit.

               3.06 ACCRUAL  OF   BENEFIT.  The  Advisory   Committee  will
          determine  the accrual  of  benefit  (Employer contributions  and
          Participant  forfeitures)  on the  basis  of  the  Plan  Year  in
          accordance  with   the  Employer's  elections  in   its  Adoption
          Agreement. 

          (A) Compensation Taken Into Account. The Employer must specify in
          its Adoption Agreement the Compensation the Advisory Committee is
          to  take into account in allocating an Employer contribution to a
          Participant's Account  for the Plan  Year in  which the  Employee
          first  becomes  a Participant.  For  all  other  Plan Years,  the
          Advisory Committee  will take into account  only the Compensation
          determined for the portion of the Plan Year in which the Employee
          actually is a Participant. The Advisory Committee  must take into
          account the  Employee's entire Compensation for the  Plan Year to
          determine  whether  the  Plan  satisfies the  top  heavy  minimum
          allocation requirement  of Section  3.04(B). The Employer,  in an
          addendum to its Adoption Agreement numbered 3.06(A), may elect to
          measure Compensation for the Plan Year for allocation purposes on
          the basis of a specified period other than the Plan Year.

          (B)  Hours  of Service  Requirement.  Subject  to the  applicable
          minimum  allocation requirement  of  Section  3.04, the  Advisory
          Committee  will   not  allocate   any  portion  of   an  Employer
          contribution  for a Plan Year to any Participant's Account if the
          Participant  does not  complete the  applicable minimum  Hours of
          Service   requirement  specified   in  the   Employer's  Adoption
          Agreement. 
<PAGE>






          (C)  Employment   Requirement.  If  the  Employer's   Plan  is  a
          Standardized Plan,  a Participant  who, during a  particular Plan
          Year, completes  the accrual  requirements of  Adoption Agreement
          Section   3.06  will   share  in   the  allocation   of  Employer
          contributions  for that Plan Year without regard to whether he is
          employed  by the  Employer on  the Accounting  Date of  that Plan
          Year.  If  the Employer's  Plan  is a  Nonstandardized  Plan, the
          Employer  must  specify in  its  Adoption  Agreement whether  the
          Participant will  accrue a benefit if  he is not employed  by the
          Employer  on the  Accounting  Date  of  the  Plan  Year.  If  the
          Employer's  Plan is  a money  purchase plan  or a  target benefit
          plan,  whether   Nonstandardized   or  Standardized,   the   Plan
          conditions benefit accrual on employment with the Employer on the
          last day of the Plan Year for the Plan Year in which the Employer
          terminates the Plan.

          (D)  Other Requirements.  If  the  Employer's Adoption  Agreement
          includes   options   for   other   requirements   affecting   the
          Participant's accrual  of benefits  under the Plan,  the Advisory
          Committee  will apply  this Section  3.06 in accordance  with the
          Employer's Adoption Agreement selections.

          (E)  Suspension  of  Accrual Requirements  Under  Nonstandardized
          Plan. If  the  Employer's Plan  is  a Nonstandardized  Plan,  the
          Employer  may  elect in  its  Adoption Agreement  to  suspend the
          accrual  requirements elected  under  Adoption Agreement  Section
          3.06 if, for any Plan Year beginning after December 31, 1989, the
          Plan fails  to satisfy  the  Participation Test  or the  Coverage
          Test.  A Plan satisfies the Participation Test if, on each day of
          the Plan Year, the number of Employees who benefit under the Plan
          is at least equal to the lesser  of 50 or 40% of the total number
          of  Includible Employees  as of  such day.  A Plan  satisfies the
          Coverage  Test if, on  the last day  of each quarter  of the Plan
          Year, the  number of Nonhighly Compensated  Employees who benefit
          under  the Plan is at  least equal to 70%  of the total number of
          Includible  Nonhighly  Compensated  Employees  as  of  such  day.
          "Includible" Employees  are all  Employees other than:  (1) those
          Employees excluded  from participating in the Plan for the entire
          Plan Year by  reason of the collective  bargaining unit exclusion
          or  the  nonresident  alien  exclusion under  Adoption  Agreement
          Section 1.07  or by reason  of the participation  requirements of
          Sections  2.01  and  2.03; and  (2)  any  Employee  who incurs  a
          Separation  from  Service during  the  Plan  Year  and  fails  to
          complete  at least  501  Hours of  Service for  the Plan  Year. A
          "Nonhighly Compensated  Employee"  is an  Employee who  is not  a
          Highly  Compensated Employee  and  who  is  not a  family  member
          aggregated with a Highly Compensated Employee pursuant to Section
          1.09 of the Plan.
<PAGE>






               For  purposes of  the  Participation Test  and the  Coverage
          Test,  an Employee is benefiting  under the Plan  on a particular
          date if, under Adoption Agreement Section 3.04, he is entitled to
          an allocation for  the Plan Year.  Under the Participation  Test,
          when determining whether an Employee is entitled to an allocation
          under  Adoption Agreement  Section 3.04,  the  Advisory Committee
          will disregard any  allocation required solely  by reason of  the
          top  heavy  minimum  allocation,  unless the  top  heavy  minimum
          allocation is the  only allocation  made under the  Plan for  the
          Plan Year. 

               If  this  Section  3.06(E)  applies for  a  Plan  Year,  the
          Advisory Committee will suspend  the accrual requirements for the
          Includible  Employees who are  Participants, beginning first with
          the Includible Employee(s) employed with the Employer on the last
          day  of the Plan Year,  then the Includible  Employee(s) who have
          the  latest Separation  from Service  during the  Plan Year,  and
          continuing   to   suspend  in   descending   order  the   accrual
          requirements for each Includible Employee who incurred an earlier
          Separation  from  Service,  from   the  latest  to  the  earliest
          Separation from Service  date, until the Plan  satisfies both the
          Participation  Test and the Coverage  Test for the  Plan Year. If
          two  or more Includible Employees have  a Separation from Service
          on  the same day, the Advisory Committee will suspend the accrual
          requirements for all  such Includible Employees,  irrespective of
          whether  the Plan  can  satisfy the  Participation  Test and  the
          Coverage  Test  by  accruing  benefits for  fewer  than  all such
          Includible  Employees.   If   the  Plan   suspends  the   accrual
          requirements for an Includible Employee, that Employee will share
          in  the  allocation  of  Employer  contributions  and Participant
          forfeitures, if any,  without regard  to the number  of Hours  of
          Service he has  earned for the  Plan Year  and without regard  to
          whether  he is employed  by the Employer  on the last  day of the
          Plan  Year. If  the  Employer's Plan  includes Employer  matching
          contributions subject  to  Code Sect.401(m),  this suspension  of
          accrual requirements  applies separately to the  Code Sect.401(m)
          portion of the  Plan, and  the Advisory Committee  will treat  an
          Employee as benefiting under that portion of the Plan if he is an
          Eligible  Employee   for  purposes   of   the  Code   Sect.401(m)
          nondiscrimination test. The Employer  may modify the operation of
          this  Section 3.06(E)  by electing  appropriate  modifications in
          Section 3.06 of its Adoption Agreement.

          Part 2. Limitations On Allocations: Sections 3.07 through 3.19
           
               [Note: Sections 3.07 through 3.10 apply only to Participants
          in  this  Plan  who  do  not  participate,  and  who  have  never
          participated, in another  qualified plan or in  a welfare benefit
          fund  (as   defined  in  Code  Sect.419(e))   maintained  by  the
          Employer.] 
<PAGE>






               3.07 The  amount  of  Annual Additions  which  the  Advisory
          Committee may  allocate under this Plan on a Participant's behalf
          for  a Limitation  Year may  not exceed  the Maximum  Permissible
          Amount. If the amount the Employer  otherwise would contribute to
          the Participant's  Account would  cause the Annual  Additions for
          the Limitation Year to exceed the Maximum Permissible Amount, the
          Employer will reduce the amount of its contribution so the Annual
          Additions  for  the  Limitation   Year  will  equal  the  Maximum
          Permissible Amount.  If an allocation  of Employer contributions,
          pursuant to Section 3.04, would result in an Excess Amount (other
          than an Excess Amount  resulting from the circumstances described
          in  Section  3.10) to  the  Participant's  Account, the  Advisory
          Committee  will reallocate  the  Excess Amount  to the  remaining
          Participants  who  are eligible  for  an  allocation of  Employer
          contributions  for the  Plan Year  in  which the  Limitation Year
          ends.  The Advisory Committee will  make this reallocation on the
          basis  of  the  allocation  method  under  the  Plan  as  if  the
          Participant  whose  Account otherwise  would  receive the  Excess
          Amount   is  not   eligible   for  an   allocation  of   Employer
          contributions.

               3.08 Prior to the determination  of the Participant's actual
          Compensation for  a Limitation  Year, the Advisory  Committee may
          determine  the Maximum  Permissible Amount  on  the basis  of the
          Participant's estimated annual  Compensation for such  Limitation
          Year. The Advisory Committee   must make this determination  on a
          reasonable  and uniform  basis  for  all  Participants  similarly
          situated.  The  Advisory  Committee  must  reduce   any  Employer
          contributions (including any allocation  of forfeitures) based on
          estimated annual Compensation by  any Excess Amounts carried over
          from prior years. 

               3.09 As soon  as is administratively feasible  after the end
          of the Limitation Year, the Advisory Committee will determine the
          Maximum Permissible Amount for such  Limitation Year on the basis
          of  the Participant's  actual  Compensation  for such  Limitation
          Year. 

               3.10 If,  pursuant  to  Section  3.09,  or  because  of  the
          allocation of forfeitures, there is an Excess Amount with respect
          to a  Participant for a  Limitation Year, the  Advisory Committee
          will dispose of such Excess Amount as follows: 

               (a)  The Advisory  Committee  will return  any nondeductible
               voluntary Employee  contributions to the Participant  to the
               extent the return would reduce the Excess Amount. 
<PAGE>






               (b) If, after  the application of  paragraph (a), an  Excess
               Amount still  exists, and the Plan covers the Participant at
               the end of the Limitation  Year, then the Advisory Committee
               will  use the  Excess  Amount(s) to  reduce future  Employer
               contributions  (including  any  allocation  of  forfeitures)
               under the Plan  for the  next Limitation Year  and for  each
               succeeding  Limitation  Year,  as  is  necessary,   for  the
               Participant.  If the  Employer's  Plan is  a profit  sharing
               plan, the  Participant may  elect to limit  his Compensation
               for allocation  purposes to  the extent necessary  to reduce
               his  allocation  for  the  Limitation Year  to  the  Maximum
               Permissible Amount and eliminate the Excess Amount.

               (c) If,  after the application  of paragraph (a),  an Excess
               Amount still  exists,  and  the  Plan  does  not  cover  the
               Participant  at the  end of  the Limitation  Year,  then the
               Advisory Committee  will hold the Excess  Amount unallocated
               in a suspense account. The Advisory Committee will apply the
               suspense account to reduce Employer Contributions (including
               allocation of forfeitures) for all remaining Participants in
               the next Limitation Year,  and in each succeeding Limitation
               Year if necessary. Neither the Employer nor any Employee may
               contribute  to the Plan for any Limitation Year in which the
               Plan  is  unable  to   allocate  fully  a  suspense  account
               maintained pursuant to this paragraph (c).

               (d) The  Advisory Committee  will not distribute  any Excess
               Amount(s) to Participants or to former Participants. 

               [Note: Sections 3.11 through 3.16 apply only to Participants
          who, in addition  to this Plan, participate in one  or more plans
          (including Paired  Plans), all of  which are qualified  Master or
          Prototype defined contribution plans or welfare benefit funds (as
          defined in  Code Sect.419(e))  maintained by the  Employer during
          the Limitation Year.] 
<PAGE>






               3.11 The  amount  of  Annual Additions  which  the  Advisory
          Committee may  allocate under this Plan on a Participant's behalf
          for  a Limitation  Year may  not exceed  the Maximum  Permissible
          Amount, reduced by the  sum of any Annual Additions  allocated to
          the  Participant's Accounts  for the  same Limitation  Year under
          this Plan and such other defined contribution plan. If the amount
          the Employer  otherwise  would contribute  to  the  Participant's
          Account  under this Plan would cause the Annual Additions for the
          Limitation  Year to  exceed  this limitation,  the Employer  will
          reduce  the amount  of its contribution  so the  Annual Additions
          under  all  such plans  for the  Limitation  Year will  equal the
          Maximum  Permissible  Amount.   If  an  allocation  of   Employer
          contributions,  pursuant  to Section  3.04,  would  result in  an
          Excess Amount  (other than an  Excess Amount  resulting from  the
          circumstances  described in  Section 3.10)  to the  Participant's
          Account, the Advisory Committee will reallocate the Excess Amount
          to the remaining Participants who  are eligible for an allocation
          of  Employer  contributions  for  the  Plan  Year  in  which  the
          Limitation  Year  ends. The  Advisory  Committee  will make  this
          reallocation on the basis of the allocation method under the Plan
          as if the  Participant whose Account otherwise  would receive the
          Excess  Amount  is not  eligible  for an  allocation  of Employer
          contributions.

               3.12 Prior  to the determination of the Participant's actual
          Compensation for the Limitation  Year, the Advisory Committee may
          determine the amounts referred to  in 3.11 above on the basis  of
          the   Participant's  estimated   annual  Compensation   for  such
          Limitation   Year.  The   Advisory  Committee   will  make   this
          determination  on   a  reasonable  and  uniform   basis  for  all
          Participants  similarly situated.  The  Advisory  Committee  must
          reduce  any   Employer  contribution  (including   allocation  of
          forfeitures) based on estimated annual Compensation by any Excess
          Amounts carried over from prior years. 

               3.13 As soon  as is administratively feasible  after the end
          of the Limitation Year, the Advisory Committee will determine the
          amounts referred to  in 3.11  on the basis  of the  Participant's
          actual Compensation for such Limitation Year. 

               3.14 If  pursuant  to  Section   3.13,  or  because  of  the
          allocation of forfeitures, a Participant's Annual Additions under
          this Plan and  all such other plans  result in an Excess  Amount,
          such Excess  Amount will consist  of the Amounts  last allocated.
          The Advisory Committee will  determine the Amounts last allocated
          by  treating  the  Annual  Additions attributable  to  a  welfare
          benefit  fund  as allocated  first,  irrespective  of the  actual
          allocation date under the welfare benefit fund. 

               3.15 The Employer must specify in its Adoption Agreement the
          Excess  Amount attributed to this Plan, if the Advisory Committee
          allocates an Excess Amount to a Participant on an allocation date
          of this Plan which  coincides with an allocation date  of another
          plan.
<PAGE>






               3.16 The  Advisory  Committee  will dispose  of  any  Excess
          Amounts attributed to this Plan as provided in Section 3.10. 

               [Note:  Section 3.17  applies only  to Participants  who, in
          addition to this Plan, participate in one or more qualified plans
          which  are  qualified defined  contribution  plans  other than  a
          Master or Prototype  plan maintained by  the Employer during  the
          Limitation Year.] 

               3.17 SPECIAL  ALLOCATION  LIMITATION. The  amount  of Annual
          Additions which the   Advisory Committee may allocate under  this
          Plan  on behalf of any Participant are limited in accordance with
          the  provisions of Section 3.11 through 3.16, as though the other
          plan  were  a  Master  or  Prototype  plan,  unless the  Employer
          provides  other  limitations  in  an  addendum  to  the  Adoption
          Agreement, numbered Section 3.17. 

               3.18 DEFINED BENEFIT  PLAN  LIMITATION.    If  the  Employer
          maintains  a defined  benefit  plan,  or  has ever  maintained  a
          defined benefit  plan which the Employer has terminated, then the
          sum  of  the  defined  benefit  plan  fraction  and  the  defined
          contribution plan fraction for any Participant for any Limitation
          Year must not exceed  1.0. The Employer must provide  in Adoption
          Agreement  Section 3.18 the manner in which the Plan will satisfy
          this  limitation. The Employer also  must provide in its Adoption
          Agreement  Section 3.18 the manner in which the Plan will satisfy
          the  top heavy requirements  of Code  Sect.416 after  taking into
          account  the  existence (or  prior  maintenance)  of the  defined
          benefit plan.
<PAGE>






               3.19 DEFINITIONS - ARTICLE III. For purposes of Article III,
          the following terms mean: 

               (a) "Annual Addition"  - The  sum of  the following  amounts
               allocated on behalf of a Participant for a  Limitation Year,
               of (i) all Employer contributions; (ii) all forfeitures; and
               (iii)  all  Employee  contributions.  Except  to the  extent
               provided in  Treasury regulations, Annual  Additions include
               excess  contributions described in  Code Sect.401(k), excess
               aggregate  contributions described  in Code  Sect.401(m) and
               excess deferrals described in Code Sect.402(g), irrespective
               of  whether the  plan  distributes or  forfeits such  excess
               amounts.   Annual  Additions  also  include  Excess  Amounts
               reapplied  to reduce  Employer  contributions under  Section
               3.10.  Amounts  allocated  after   March  31,  1984,  to  an
               individual   medical   account    (as   defined   in    Code
               Sect.415(l)(2)) included  as part of a  defined benefit plan
               maintained   by   the   Employer   are   Annual   Additions.
               Furthermore,  Annual Additions include contributions paid or
               accrued after  December 31, 1985,  for taxable years  ending
               after December  31,  1985, attributable  to  post-retirement
               medical benefits allocated to the separate  account of a key
               employee  (as  defined  in  Code  Sect.419A(d)(3))  under  a
               welfare  benefit  fund  (as  defined  in  Code  Sect.419(e))
               maintained by the Employer. 

               (b)   "Compensation"  -   For  purposes   of   applying  the
               limitations of  Part 2  of this Article  III, "Compensation"
               means  Compensation  as  defined  in  Section  1.12,  except
               Compensation  does  not   include  elective   contributions,
               irrespective of whether the  Employer has elected to include
               these  amounts as  Compensation  under Section  1.12 of  its
               Adoption Agreement, and  any exclusion  selected in  Section
               1.12 of the  Adoption Agreement (other than the exclusion of
               elective contributions) does not apply.

               (c)  "Employer" - The Employer that adopts this Plan and any
               related  employers described  in  Section  1.30. Solely  for
               purposes  of applying  the  limitations of  Part  2 of  this
               Article III, the  Advisory Committee will determine  related
               employers  described  in  Section  1.30  by  modifying  Code
               Sect.Sect.414(b)   and   (c)   in   accordance   with   Code
               Sect.415(h). 

               (d) "Excess Amount" - The excess of the Participant's Annual
               Additions   for  the   Limitation  Year  over   the  Maximum
               Permissible Amount. 
<PAGE>






               (e) "Limitation Year" - The period selected by the  Employer
               under Adoption  Agreement Section 1.17.  All qualified plans
               of  the Employer must use  the same Limitation  Year. If the
               Employer  amends  the  Limitation  Year to  a  different  12
               consecutive month period, the new Limitation Year must begin
               on  a date within the Limitation Year for which the Employer
               makes the amendment, creating a short Limitation Year. 

               (f) "Master or Prototype Plan" - A plan the form of which is
               the  subject  of  a   favorable  notification  letter  or  a
               favorable opinion letter from the Internal Revenue Service. 

               (g) "Maximum Permissible Amount" - The lesser of (i) $30,000
               (or, if  greater, one-fourth  of the defined  benefit dollar
               limitation under Code Sect.415(b)(1)(A)), or (ii) 25% of the
               Participant's Compensation for the Limitation Year. If there
               is a short Limitation Year because of a change in Limitation
               Year, the  Advisory Committee will multiply  the $30,000 (or
               adjusted) limitation by the following fraction: 

                    Number of months in the short Limitation Year    
                                          12

               (h) "Defined  contribution plan"  - A retirement  plan which
               provides for an individual  account for each participant and
               for benefits based  solely on the amount  contributed to the
               participant's account, and any  income, expenses, gains  and
               losses,  and   any   forfeitures  of   accounts   of   other
               participants   which  the   plan   may   allocate  to   such
               participant's account. The Advisory Committee must treat all
               defined  contribution  plans  (whether  or  not  terminated)
               maintained  by the  Employer  as a  single plan.  Solely for
               purposes of the limitations  of Part 2 of this  Article III,
               the  Advisory  Committee will  treat  employee contributions
               made to a defined benefit plan maintained by the Employer as
               a separate defined contribution plan. The Advisory Committee
               also will treat as a defined contribution plan an individual
               medical account (as defined in Code Sect.415(l)(2)) included
               as part of a defined benefit plan maintained by the Employer
               and, for taxable  years ending  after December  31, 1985,  a
               welfare benefit  fund under  Code Sect.419(e) maintained  by
               the Employer to the extent there are post-retirement medical
               benefits allocated to the separate account of a key employee
               (as defined in Code Sect.419A(d)(3)).

               (i) "Defined benefit  plan" - A  retirement plan which  does
               not   provide   for   individual   accounts   for   Employer
               contributions. The Advisory Committee must treat all defined
               benefit plans (whether or  not terminated) maintained by the
               Employer as a single plan.

          [Note:  The definitions in paragraphs (j), (k) and (l) apply only
          if  the  limitation described  in  Section  3.18 applies  to  the
          Employer's Plan.]
<PAGE>






               (j) "Defined benefit plan fraction" -

               Projected annual benefit of the Participant under the defined
          benefit plan(s)     
             The lesser of (i) 125% (subject to the "100% limitation" in
          paragraph (l)) of the
          dollar limitation in effect under Code Sect. 415(b)(1)(A) for the
          Limitation Year, 
           or (ii) 140% of the Participant's average Compensation for his 
                     high three (3) consecutive Years of Service 

                    To  determine  the denominator  of  this  fraction, the
               Advisory Committee will make  any adjustment required  under
               Code  Sect.415(b)  and will  determine  a  Year of  Service,
               unless  otherwise  provided  in   an  addendum  to  Adoption
               Agreement Section 3.18, as a Plan Year in which the Employee
               completed at  least 1,000  Hours of Service.  The "projected
               annual benefit" is  the annual retirement  benefit (adjusted
               to an  actuarially equivalent  straight life annuity  if the
               plan  expresses such benefit in a form other than a straight
               life annuity or qualified joint and survivor annuity) of the
               Participant under the terms  of the defined benefit  plan on
               the  assumptions he  continues  employment until  his normal
               retirement age (or current  age, if later) as stated  in the
               defined benefit plan, his compensation continues at the same
               rate as in effect in the Limitation Year under consideration
               until  the date of his  normal retirement age  and all other
               relevant  factors  used  to  determine  benefits  under  the
               defined  benefit  plan remain  constant  as  of the  current
               Limitation Year for all future Limitation Years. 

                    Current  Accrued Benefit.  If  the Participant  accrued
               benefits  in one or more defined benefit plans maintained by
               the Employer which  were in  existence on May  6, 1986,  the
               dollar limitation  used in the denominator  of this fraction
               will  not be  less  than the  Participant's Current  Accrued
               Benefit. A Participant's Current  Accrued Benefit is the sum
               of  the annual  benefits  under such  defined benefit  plans
               which the Participant had accrued as of the end of  the 1986
               Limitation Year (the  last Limitation Year beginning  before
               January 1, 1987), determined without regard to any change in
               the  terms or conditions of the Plan made after May 5, 1986,
               and  without  regard  to   any  cost  of  living  adjustment
               occurring after  May 5,  1986. This Current  Accrued Benefit
               rule applies only if  the defined benefit plans individually
               and  in the  aggregate  satisfied the  requirements of  Code
               Sect.415  as in  effect at  the end  of the  1986 Limitation
               Year. 
<PAGE>






               (k) "Defined contribution plan fraction" -
           
            The sum, as of the close of the Limitation Year, of the Annual
          Additions 
                        to the Participant's Account under the defined
          contribution plan(s)          
              The sum of the lesser of the following amounts determined 
           for the Limitation Year and for each prior Year of Service with
          the Employer:(i) 125%
          (subject to the "100% limitation" in paragraph (l)) of the dollar
          limitation in effect under
              Code Sect.415(c)(1)(A) for the Limitation Year (determined
          without regard to 
             the special dollar limitations for employee stock ownership
          plans), or 
            (ii) 35% of the Participant's Compensation for the Limitation
          Year 

                    For  purposes of  determining the  defined contribution
               plan  fraction, the  Advisory Committee  will  not recompute
               Annual Additions  in  Limitation Years  beginning  prior  to
               January 1,  1987, to  treat  all  Employee contributions  as
               Annual Additions.  If the  Plan satisfied Code  Sect.415 for
               Limitation  Years beginning  prior to  January 1,  1987, the
               Advisory Committee will redetermine the defined contribution
               plan fraction  and the defined  benefit plan fraction  as of
               the end of the 1986 Limitation Year, in accordance with this
               Section  3.19.  If the  sum  of  the redetermined  fractions
               exceeds   1.0,   the   Advisory  Committee   will   subtract
               permanently from  the numerator of  the defined contribution
               plan  fraction an  amount equal  to the  product of  (1) the
               excess of the sum  of the fractions over 1.0, times  (2) the
               denominator of the  defined contribution  plan fraction.  In
               making the adjustment, the Advisory Committee must disregard
               any accrued benefit under the  defined benefit plan which is
               in  excess  of  the   Current  Accrued  Benefit.  This  Plan
               continues   any   transitional  rules   applicable   to  the
               determination  of  the  defined contribution  plan  fraction
               under  the Employer's  Plan  as  of  the  end  of  the  1986
               Limitation Year.

               (l) "100%  limitation." If the 100%  limitation applies, the
               Advisory  Committee must  determine the  denominator of  the
               defined  benefit plan  fraction and  the denominator  of the
               defined contribution plan fraction  by substituting 100% for
               125%.  If the  Employer's Plan is  a Standardized  Plan, the
               100% limitation applies in  all Limitation Years, subject to
               any override provisions under Section 3.18 of the Employer's
               Adoption  Agreement.  If  the  Employer  overrides the  100%
               limitation  under a  Standardized  Plan,  the Employer  must
               specify  in its Adoption  Agreement the manner  in which the
               Plan satisfies the extra minimum benefit requirement of Code
               Sect.416(h) and  the 100% limitation must  continue to apply
               if the Plan's top heavy ratio exceeds 90%. If the Employer's
<PAGE>






               Plan is a Nonstandardized  Plan, the 100% limitation applies
               only if: (i) the Plan's top heavy ratio exceeds 90%; or (ii)
               the  Plan's top  heavy ratio  is greater  than 60%,  and the
               Employer does  not elect  in its Adoption  Agreement Section
               3.18 to  provide extra  minimum benefits which  satisfy Code
               Sect.416(h)(2). 

              *   *   *   *   *   *   *   *   *   *   *   *   *   *   *
<PAGE>






                                     ARTICLE IV 
                              PARTICIPANT CONTRIBUTIONS 


               4.01 PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. This Plan does
          not  permit  Participant nondeductible  contributions unless  the
          Employer  maintains its  Plan under  a Code  Sect.401(k) Adoption
          Agreement. If the  Employer does  not maintain its  Plan under  a
          Code Sect.401(k) Adoption Agreement and, prior to the adoption of
          this  Master Plan,  the Plan  accepted Participant  nondeductible
          contributions for  a Plan Year beginning after December 31, 1986,
          those  contributions  must  satisfy  the   requirements  of  Code
          Sect.401(m).  This  Section 4.01  does  not  prohibit the  Plan's
          acceptance  of Participant  nondeductible contributions  prior to
          the first Plan  Year commencing after the Plan Year  in which the
          Employer adopts this Master Plan.

               4.02 PARTICIPANT DEDUCTIBLE CONTRIBUTIONS. A  qualified Plan
          may not accept  Participant deductible contributions after  April
          15, 1987. If the  Employer's Plan includes Participant deductible
          contributions ("DECs") made prior to April 16, 1987, the Advisory
          Committee   must  maintain   a   separate   accounting  for   the
          Participant's  Accrued Benefit  attributable  to DECs,  including
          DECs which  are  part of  a  rollover contribution  described  in
          Section 4.03.  The Advisory Committee will  treat the accumulated
          DECs  as  part  of  the Participant's  Accrued  Benefit  for  all
          purposes  of the Plan, except for purposes of determining the top
          heavy ratio under  Section 1.33. The  Advisory Committee may  not
          use DECs to purchase life insurance on the Participant's behalf.

               4.03 PARTICIPANT  ROLLOVER  CONTRIBUTIONS. Any  Participant,
          with  the Employer's  written  consent and after  filing with the
          Trustee  the  form  prescribed  by the  Advisory  Committee,  may
          contribute cash or other  property to the  Trust other than as  a
          voluntary  contribution  if  the  contribution  is   a  "rollover
          contribution"  which the  Code  permits an  employee to  transfer
          either directly or indirectly from one qualified plan to  another
          qualified  plan. Before  accepting a  rollover contribution,  the
          Trustee may require an  Employee to furnish satisfactory evidence
          that the proposed transfer  is in fact a  "rollover contribution"
          which the Code permits an employee to make to a qualified plan. A
          rollover contribution is not  an Annual Addition under Part  2 of
          Article III. 

               The  Trustee  will invest  the  rollover  contribution in  a
          segregated  investment Account for the Participant's sole benefit
          unless the  Trustee (or  the Named  Fiduciary, in  the case of  a
          nondiscretionary  Trustee designation),  in its  sole discretion,
          agrees to invest the  rollover contribution as part of  the Trust
          Fund.  The Trustee  will not  have any  investment responsibility
          with respect to a  Participant's segregated rollover Account. The
          Participant,  however, from time to  time, may direct the Trustee
          in  writing  as to  the  investment  of his  segregated  rollover
          Account  in property, or  property interests, of  any kind, real,
<PAGE>






          personal  or mixed;  provided  however, the  Participant may  not
          direct the Trustee to make loans to his Employer. A Participant's
          segregated  rollover Account  alone will  bear any  extraordinary
          expenses resulting from investments made at  the direction of the
          Participant. As of the Accounting Date (or other  valuation date)
          for  each Plan  Year, the  Advisory  Committee will  allocate and
          credit  the  net  income  (or  net  loss)  from  a  Participant's
          segregated rollover Account  and the increase or  decrease in the
          fair  market value of the assets of a segregated rollover Account
          solely to that Account. The Trustee is not liable nor responsible
          for  any   loss  resulting  to   any  Beneficiary,  nor   to  any
          Participant,  by reason of any  sale or investment  made or other
          action  taken pursuant to and in accordance with the direction of
          the Participant.  In all other  respects, the Trustee  will hold,
          administer  and distribute  a rollover  contribution in  the same
          manner as any Employer contribution made to the Trust.  

               An   eligible  Employee,  prior  to  satisfying  the  Plan's
          eligibility conditions,  may make a rollover  contribution to the
          Trust to the same extent and in the same manner as a Participant.
          If an Employee makes  a rollover contribution to the  Trust prior
          to  satisfying the  Plan's eligibility  conditions, the  Advisory
          Committee and  Trustee must treat  the Employee as  a Participant
          for  all purposes  of  the  Plan except  the  Employee is  not  a
          Participant for purposes of  sharing in Employer contributions or
          Participant forfeitures under the  Plan until he actually becomes
          a Participant in the Plan. If the Employee  has a Separation from
          Service  prior  to  becoming  a  Participant,  the  Trustee  will
          distribute his rollover contribution Account to him as if it were
          an Employer contribution Account. 

               4.04 PARTICIPANT    CONTRIBUTION    -   FORFEITABILITY.    A
          Participant's    Accrued    Benefit   is, at all    times,   100%
          Nonforfeitable  to the extent the value of his Accrued Benefit is
          derived from  his  Participant contributions  described  in  this
          Article IV.

               4.05 PARTICIPANT  CONTRIBUTION -  WITHDRAWAL/DISTRIBUTION. A
          Participant, by giving prior written  notice to the  Trustee, may
          withdraw  all or  any part  of the value  of his  Accrued Benefit
          derived  from  his  Participant contributions  described  in this
          Article IV.  A  distribution of  Participant  contributions  must
          comply  with the  joint  and survivor  requirements described  in
          Article VI,  if those  requirements apply  to the  Participant. A
          Participant may not exercise  his right to withdraw the  value of
          his  Accrued Benefit  derived from his  Participant contributions
          more than once during  any Plan Year. The Trustee,  in accordance
          with the direction  of the Advisory Committee,  will distribute a
          Participant's  unwithdrawn  Accrued Benefit  attributable  to his
          Participant contributions  in accordance  with the  provisions of
          Article VI  applicable to  the distribution of  the Participant's
          Nonforfeitable Accrued Benefit.
<PAGE>






               4.06 PARTICIPANT   CONTRIBUTION   -  ACCRUED   BENEFIT.  The
          Advisory  Committee must maintain  a  separate Account(s)  in the
          name  of each  Participant to  reflect the  Participant's Accrued
          Benefit   under   the   Plan   derived   from   his   Participant
          contributions. A Participant's  Accrued Benefit derived from  his
          Participant  contributions  as  of  any applicable  date  is  the
          balance of his separate Participant contribution Account(s). 

              *   *   *   *   *   *   *   *   *   *   *   *   *   *   *
<PAGE>






                                      ARTICLE V 
                    TERMINATION OF SERVICE - PARTICIPANT VESTING 


               5.01 NORMAL RETIREMENT AGE.  The Employer must define Normal
          Retirement Age in its Adoption Agreement. A Participant's Accrued
          Benefit   derived   from    Employer   contributions   is    100%
          Nonforfeitable upon and after his attaining Normal Retirement Age
          (if employed by the Employer on or after that date).

               5.02 PARTICIPANT DISABILITY OR DEATH. The Employer may elect
          in  its Adoption  Agreement  to provide  a Participant's  Accrued
          Benefit  derived  from  Employer   contributions  will  be   100%
          Nonforfeitable if the Participant's  Separation from Service is a
          result of his death or his disability.

               5.03 VESTING SCHEDULE.  Except as provided in  Sections 5.01
          and   5.02,   for  each   Year   of   Service,  a   Participant's
          Nonforfeitable  percentage  of his  Accrued Benefit  derived from
          Employer  contributions equals  the  percentage  in  the  vesting
          schedule completed by the Employer in its Adoption Agreement. 

          (A) Election of Special  Vesting Formula. If the Trustee  makes a
          distribution  (other than  a cash-out  distribution described  in
          Section  5.04)  to   a  partially-vested  Participant,   and  the
          Participant has not incurred a Forfeiture Break in Service at the
          relevant time,  the Advisory Committee will  establish a separate
          Account for  the Participant's  Accrued Benefit. At  any relevant
          time  following the  distribution,  the  Advisory Committee  will
          determine  the  Participant's   Nonforfeitable  Accrued   Benefit
          derived  from  Employer  contributions  in  accordance  with  the
          following  formula:  P(AB + (R x D)) - (R x D).

               To  apply this  formula,  "P" is  the Participant's  current
          vesting   percentage  at   the   relevant  time,   "AB"  is   the
          Participant's  Employer-derived Accrued  Benefit at  the relevant
          time, "R" is  the ratio  of "AB" to  the Participant's  Employer-
          derived  Accrued   Benefit  immediately  following   the  earlier
          distribution and "D"  is the amount of  the earlier distribution.
          If,  under a restated Plan,  the Plan has  made distribution to a
          partially-vested Participant prior to its restated Effective Date
          and is unable to apply the cash-out provisions of Section 5.04 to
          that  prior  distribution,  this  special  vesting  formula  also
          applies to that Participant's remaining Account. The Employer, in
          an addendum to its Adoption Agreement, numbered Section 5.03, may
          elect to modify this formula to read as follows: P(AB + D) - D.

               5.04 CASH-OUT     DISTRIBUTIONS      TO     PARTIALLY-VESTED
          PARTICIPANTS/   RESTORATION OF FORFEITED  ACCRUED   BENEFIT.  If,
          pursuant to Article VI, a partially-vested Participant receives a
          cash-out  distribution before  he  incurs a  Forfeiture Break  in
          Service (as  defined in Section 5.08),  the cash-out distribution
          will result in  an immediate forfeiture of  the nonvested portion
          of  the  Participant's  Accrued  Benefit  derived  from  Employer
<PAGE>






          contributions. See Section  5.09. A partially-vested  Participant
          is a Participant whose Nonforfeitable Percentage determined under
          Section  5.03 is  less than  100%. A  cash-out distribution  is a
          distribution  of the  entire present  value of  the Participant's
          Nonforfeitable Accrued Benefit.

          (A) Restoration  and  Conditions upon  Restoration. A  partially-
          vested  Participant  who is  re-employed by  the  Employer  after
          receiving  a   cash-out   distribution  of   the   Nonforfeitable
          percentage  of  his Accrued  Benefit  may repay  the  Trustee the
          amount  of  the cash-out  distribution  attributable to  Employer
          contributions, unless  the Participant no  longer has a  right to
          restoration by reason of the conditions  of this Section 5.04(A).
          If a partially-vested Participant makes the cash-out distribution
          repayment, the  Advisory Committee, subject to  the conditions of
          this   Section  5.04(A),   must   restore  his   Accrued  Benefit
          attributable to Employer contributions  to the same dollar amount
          as the dollar  amount of  his Accrued Benefit  on the  Accounting
          Date, or other valuation date, immediately preceding the date  of
          the  cash-out distribution,  unadjusted for  any gains  or losses
          occurring subsequent to that  Accounting Date, or other valuation
          date. Restoration  of the Participant's Accrued  Benefit includes
          restoration of  all Code Sect.411(d)(6)  protected benefits  with
          respect  to that  restored  Accrued Benefit,  in accordance  with
          applicable  Treasury regulations. The Advisory Committee will not
          restore a re-employed  Participant's Accrued  Benefit under  this
          paragraph if: 

               (1) 5 years have  elapsed since the Participant's first  re-
               employment  date with  the  Employer following  the cash-out
               distribution; or

               (2) The  Participant incurred a Forfeiture  Break in Service
               (as defined in Section 5.08). This condition also applies if
               the  Participant makes  repayment  within the  Plan Year  in
               which  he incurs the  Forfeiture Break  in Service  and that
               Forfeiture  Break  in Service  would  result  in a  complete
               forfeiture of  the amount  the Advisory  Committee otherwise
               would restore. 

          (B)  Time  and  Method of  Restoration.  If  neither  of the  two
          conditions  preventing restoration  of the  Participant's Accrued
          Benefit  applies,   the  Advisory  Committee  will   restore  the
          Participant's Accrued Benefit as of the Plan Year Accounting Date
          coincident  with  or  immediately  following  the  repayment.  To
          restore   the   Participant's  Accrued   Benefit,   the  Advisory
          Committee,  to  the  extent   necessary,  will  allocate  to  the
          Participant's Account: 

               (1) First,  the amount,  if any, of  Participant forfeitures
               the  Advisory  Committee  would  otherwise   allocate  under
               Section 3.05; 
<PAGE>






               (2) Second, the amount, if any, of the Trust Fund net income
               or gain for the Plan Year; and

               (3) Third, the  Employer contribution for  the Plan Year  to
               the extent made under a discretionary formula. 

               In an  addendum to its Adoption  Agreement numbered 5.04(B),
          the Employer may eliminate as a  means of restoration any of  the
          amounts described in  clauses (1), (2) and (3) or  may change the
          order of priority  of these  amounts. To the  extent the  amounts
          described  in clauses (1), (2) and (3) are insufficient to enable
          the  Advisory Committee  to  make the  required restoration,  the
          Employer must  contribute, without  regard to any  requirement or
          condition  of Section  3.01, the  additional amount  necessary to
          enable the  Advisory Committee to make  the required restoration.
          If,  for  a particular  Plan  Year, the  Advisory  Committee must
          restore  the  Accrued  Benefit   of  more  than  one  re-employed
          Participant,  then   the  Advisory   Committee   will  make   the
          restoration allocations to each such Participant's Account in the
          same proportion that a Participant's restored amount for the Plan
          Year  bears  to the  restored  amount for  the Plan  Year  of all
          re-employed Participants.  The Advisory  Committee will  not take
          into  account any allocation under this  Section 5.04 in applying
          the limitation on allocations under Part 2 of Article III. 

          (C)  0% Vested  Participant.  The Employer  must  specify in  its
          Adoption Agreement whether the deemed cash-out rule  applies to a
          0% vested  Participant. A 0% vested Participant  is a Participant
          whose  Accrued Benefit  derived  from  Employer contributions  is
          entirely forfeitable at the time  of his Separation from Service.
          If  the Participant's Account is not entitled to an allocation of
          Employer  contributions for  the  Plan Year  in  which he  has  a
          Separation from  Service, the  Advisory Committee will  apply the
          deemed cash-out rule as  if the 0% vested Participant  received a
          cash-out distribution on the date of the Participant's Separation
          from Service.  If  the Participant's  Account is  entitled to  an
          allocation of Employer  contributions or Participant  forfeitures
          for the Plan Year in which  he has a Separation from Service, the
          Advisory  Committee will apply the deemed cash-out rule as if the
          0%  vested Participant  received a  cash-out distribution  on the
          first day of the  first Plan Year beginning after  his Separation
          from Service. For purposes of applying the restoration provisions
          of  this Section 5.04, the  Advisory Committee will  treat the 0%
          vested Participant as repaying his cash-out "distribution" on the
          first  date of his re-employment with the Employer. If the deemed
          cash-out rule  does not apply to the Employer's Plan, a 0% vested
          Participant  will not  incur  a  forfeiture  until  he  incurs  a
          Forfeiture Break in Service.
<PAGE>






               5.05 SEGREGATED  ACCOUNT  FOR   REPAID  AMOUNT.  Until   the
          Advisory Committee restores the Participant's Accrued Benefit, as
          described in Section  5.04, the Trustee will  invest the cash-out
          amount  the  Participant  has  repaid  in  a  segregated  Account
          maintained solely  for that Participant. The  Trustee must invest
          the amount  in the Participant's segregated  Account in Federally
          insured  interest bearing savings  account(s) or  time deposit(s)
          (or a combination of both), or in other fixed income investments.
          Until commingled with  the balance of the Trust Fund  on the date
          the  Advisory  Committee   restores  the  Participant's   Accrued
          Benefit, the  Participant's segregated Account remains  a part of
          the Trust,  but it alone  shares in  any income it  earns and  it
          alone bears any expense  or loss it incurs. Unless  the repayment
          qualifies as a rollover contribution, the Advisory Committee will
          direct the  Trustee to  repay to  the Participant  as soon  as is
          administratively practicable the full amount of the Participant's
          segregated Account if the Advisory Committee determines either of
          the conditions of Section 5.04(A) prevents restoration  as of the
          applicable  Accounting  Date,  notwithstanding the  Participant's
          repayment. 

               5.06 YEAR  OF SERVICE  -  VESTING. For  purposes of  vesting
          under  Section 5.03,  Year  of Service  means any  12-consecutive
          month  period designated  in  the  Employer's Adoption  Agreement
          during  which an Employee completes  not less than  the number of
          Hours  of   Service  (not  exceeding  1,000)   specified  in  the
          Employer's  Adoption Agreement.  A Year  of Service  includes any
          Year of  Service earned prior to the  Effective Date of the Plan,
          except as provided in Section 5.08.

               5.07 BREAK  IN  SERVICE  -  VESTING. For  purposes  of  this
          Article  V, a Participant incurs  a "Break in  Service" if during
          any vesting computation period he does not complete more than 500
          Hours of Service. If, pursuant to Section 5.06, the Plan does not
          require more  than 500 Hours of  Service to receive  credit for a
          Year of Service,  a Participant  incurs a Break  in Service in  a
          vesting computation period in  which he fails to complete  a Year
          of Service.

               5.08 INCLUDED YEARS  OF SERVICE  - VESTING. For  purposes of
          determining "Years of Service" under Section 5.06, the Plan takes
          into  account all Years of Service an Employee completes with the
          Employer except: 

               (a)  For the  sole  purpose of  determining a  Participant's
               Nonforfeitable  percentage  of his  Accrued  Benefit derived
               from Employer contributions  which accrued  for his  benefit
               prior to a Forfeiture Break  in Service, the Plan disregards
               any Year of  Service after  the Participant  first incurs  a
               Forfeiture  Break  in  Service.  The  Participant  incurs  a
               Forfeiture  Break in  Service when  he incurs  5 consecutive
               Breaks in Service. 
<PAGE>






               (b) The  Plan disregards any Year of  Service excluded under
               the Employer's Adoption Agreement. 
               The Plan does not apply the Break in Service rule under Code
          Sect.411(a)(6)(B). Therefore,  an Employee  need  not complete  a
          Year  of Service after  a Break in Service  before the Plan takes
          into account the Employee's otherwise includible Years of Service
          under this Article V.

               5.09 FORFEITURE OCCURS. A Participant's forfeiture,  if any,
          of his Accrued Benefit derived from Employer contributions occurs
          under the Plan on the earlier of: 

               (a)  The last day of the vesting computation period in which
               the Participant first incurs  a Forfeiture Break in Service;
               or

               (b)   The  date   the   Participant   receives  a   cash-out
               distribution. 

               The  Advisory  Committee  determines  the  percentage  of  a
          Participant's Accrued  Benefit  forfeiture, if  any,  under  this
          Section  5.09  solely by  reference  to the  vesting  schedule of
          Section 5.03. A Participant  does not forfeit any portion  of his
          Accrued Benefit for any other reason or cause except as expressly
          provided by this Section 5.09 or as provided under Section 9.14. 

              *   *   *   *   *   *   *   *   *   *   *   *   *   *   *
<PAGE>






                                     ARTICLE VI 
                       TIME AND METHOD OF PAYMENT OF BENEFITS 


               6.01 TIME OF PAYMENT OF ACCRUED BENEFIT. Unless, pursuant to
          Section  6.03,  the  Participant  or  the  Beneficiary  elects in
          writing  to a different time  or method of  payment, the Advisory
          Committee will direct  the Trustee to commence  distribution of a
          Participant's  Nonforfeitable Accrued Benefit  in accordance with
          this Section 6.01. A Participant must consent, in writing, to any
          distribution  required under  this  Section 6.01  if the  present
          value of the Participant's Nonforfeitable Accrued Benefit, at the
          time of the distribution  to the Participant, exceeds  $3,500 and
          the  Participant has not attained the  later of Normal Retirement
          Age  or age 62.  Furthermore, the Participant's  spouse also must
          consent, in writing,  to any distribution, for which Section 6.04
          requires the spouse's  consent. For all purposes  of this Article
          VI, the term "annuity  starting date" means the first  day of the
          first  period for which the Plan pays  an amount as an annuity or
          in any other  form. A  distribution date under  this Article  VI,
          unless  otherwise specified within the Plan, is the date or dates
          the Employer specifies in  the Adoption Agreement, or as  soon as
          administratively  practicable  following that  distribution date.
          For purposes of  the consent requirements under this  Article VI,
          if the present value  of the Participant's Nonforfeitable Accrued
          Benefit, at  the time  of any  distribution, exceeds  $3,500, the
          Advisory  Committee must  treat that  present value  as exceeding
          $3,500 for  purposes of all subsequent Plan  distributions to the
          Participant.

          (A) Separation from Service For a Reason Other Than Death. 

               (1)   Participant's   Nonforfeitable  Accrued   Benefit  Not
          Exceeding $3,500.   If the Participant's  Separation from Service
          is for any reason  other than death, the Advisory  Committee will
          direct the Trustee to distribute the Participant's Nonforfeitable
          Accrued  Benefit  in a  lump sum,  on  the distribution  date the
          Employer  specifies in  the Adoption  Agreement, but in  no event
          later than the 60th day  following the close of the Plan  Year in
          which  the  Participant attains  Normal  Retirement  Age. If  the
          Participant has attained Normal Retirement Age at the time of his
          Separation  from Service, the  distribution under  this paragraph
          will occur no later than the 60th day following the  close of the
          Plan  Year in  which  the Participant's  Separation from  Service
          occurs.

               (2)  Participant's  Nonforfeitable  Accrued Benefit  Exceeds
          $3,500. If the  Participant's Separation from Service  is for any
          reason other than death,  the Advisory Committee will  direct the
          Trustee   to   commence   distribution   of   the   Participant's
          Nonforfeitable  Accrued Benefit in a form and at the time elected
          by the Participant, pursuant  to Section 6.03. In the  absence of
          an  election  by the  Participant,  the  Advisory Committee  will
          direct the Trustee to distribute the Participant's Nonforfeitable
<PAGE>






          Accrued  Benefit in  a lump  sum (or,  if applicable,  the normal
          annuity form of distribution required under Section 6.04), on the
          60th day following the close of the Plan Year in which the latest
          of  the  following events  occurs:  (a)  the Participant  attains
          Normal Retirement Age; (b) the Participant attains age 62; or (c)
          the Participant's Separation from Service.

               (3) Disability. If the Participant's Separation from Service
          is because of his disability, the Advisory  Committee will direct
          the  Trustee  to  pay the  Participant's  Nonforfeitable  Accrued
          Benefit  in  lump  sum, on  the  distribution  date  the Employer
          specifies in  the Adoption Agreement,  subject to the  notice and
          consent  requirements  of  this Article  VI  and  subject to  the
          applicable mandatory  commencement dates described  in Paragraphs
          (1) and (2). 

               (4) Hardship. Prior to the time at which the Participant may
          receive  distribution  under  Paragraphs  (1), (2)  or  (3),  the
          Participant may request  a distribution  from his  Nonforfeitable
          Accrued  Benefit in an amount necessary to satisfy a hardship, if
          the Employer elects in the  Adoption Agreement to permit hardship
          distributions.  Unless  the  Employer  elects  otherwise  in  the
          Adoption Agreement, a hardship distribution must be on account of
          any  of the  following: (a)  medical  expenses; (b)  the purchase
          (excluding  mortgage payments)  of  the  Participant's  principal
          residence;  (c)  post-secondary education  tuition, for  the next
          semester or quarter, for the Participant or for the Participant's
          spouse, children or  dependents; (d) to  prevent the eviction  of
          the Participant  from his principal residence  or the foreclosure
          on  the mortgage  of the  Participant's principal  residence; (e)
          funeral expenses of the  Participant's family member; or  (f) the
          Participant's disability. A  partially-vested Participant may not
          receive  a  hardship  distribution  described in  this  Paragraph
          (A)(4)  prior to incurring a  Forfeiture Break in Service, unless
          the hardship distribution is  a cash-out distribution (as defined
          in  Article V). The Advisory Committee will direct the Trustee to
          make  the  hardship  distribution  as  soon  as  administratively
          practicable after the Participant  makes a valid request for  the
          hardship distribution.

          (B)  Required Beginning  Date. If  any  distribution commencement
          date described  under Paragraph (A) of this  Section 6.01, either
          by Plan provision or by Participant election (or nonelection), is
          later  than  the  Participant's  Required  Beginning  Date,   the
          Advisory  Committee  instead  must  direct the  Trustee  to  make
          distribution   on  the  Participant's  Required  Beginning  Date,
          subject  to  the  transitional  election,  if  applicable,  under
          Section 6.03(D).  A Participant's Required Beginning  Date is the
          April  1 following the  close of the  calendar year  in which the
          Participant attains  age 70 1/2. However, if  the Participant, prior
          to incurring  a  Separation from  Service,  attained age  70 1/2  by
          January 1, 1988, and, for the five Plan Year period ending in the
          calendar year in which he attained age 70 1/2 and for all subsequent
          years, the Participant was not a more than 5% owner, the Required
<PAGE>






          Beginning Date is the April 1 following the close of the calendar
          year  in which  the  Participant separates  from  Service or,  if
          earlier, the April 1  following the close of the calendar year in
          which the Participant becomes a more  than 5% owner. Furthermore,
          if a  Participant who was not  a more than 5%  owner attained age
          70 1/2 during 1988 and did not incur a Separation from Service prior
          to January 1, 1989, his Required Beginning Date is April 1, 1990.
          A mandatory distribution at  the Participant's Required Beginning
          Date will be  in lump sum (or, if applicable,  the normal annuity
          form  of distribution  required  under Section  6.04) unless  the
          Participant, pursuant to the provisions of this Article VI, makes
          a valid election to receive an alternative form of payment.

          (C) Death of the Participant. The Advisory Committee  will direct
          the  Trustee,  in  accordance   with  this  Section  6.01(C),  to
          distribute  to  the Participant's  Beneficiary  the Participant's
          Nonforfeitable Accrued Benefit remaining in the Trust at the time
          of  the  Participant's  death.  Subject to  the  requirements  of
          Section  6.04, the  Advisory Committee  will determine  the death
          benefit  by  reducing  the Participant's  Nonforfeitable  Accrued
          Benefit  by  any security  interest  the  Plan has  against  that
          Nonforfeitable  Accrued  Benefit  by  reason  of  an  outstanding
          Participant loan.  

               (1)  Deceased  Participant's Nonforfeitable  Accrued Benefit
          Does Not  Exceed $3,500. The  Advisory Committee, subject  to the
          requirements  of  Section  6.04,   must  direct  the  Trustee  to
          distribute  the  deceased  Participant's  Nonforfeitable  Accrued
          Benefit in  a single sum, as soon as administratively practicable
          following the Participant's death or, if later, the date on which
          the  Advisory Committee  receives  notification  of or  otherwise
          confirms the Participant's death. 

               (2)  Deceased  Participant's Nonforfeitable  Accrued Benefit
          Exceeds $3,500. The Advisory Committee will direct the Trustee to
          distribute  the  deceased  Participant's  Nonforfeitable  Accrued
          Benefit at  the time and in  the form elected by  the Participant
          or,  if applicable  by the  Beneficiary, as permitted  under this
          Article  VI.  In  the absence  of  an  election,  subject to  the
          requirements of Section 6.04,  the Advisory Committee will direct
          the  Trustee   to  distribute  the   Participant's  undistributed
          Nonforfeitable Accrued  Benefit  in  a  lump  sum  on  the  first
          distribution date following the  close of the Plan Year  in which
          the  Participant's   death  occurs   or,  if  later,   the  first
          distribution  date  following  the date  the  Advisory  Committee
          receives  notification of or otherwise confirms the Participant's
          death.

               If the death benefit is payable in full to the Participant's
          surviving  spouse,  the  surviving  spouse, in  addition  to  the
          distribution options provided in  this Section 6.01(C), may elect
          distribution  at any time or in any  form (other than a joint and
          survivor annuity) this Article VI would permit for a Participant.
<PAGE>






               6.02 METHOD OF  PAYMENT OF  ACCRUED BENEFIT. Subject  to the
          annuity distribution requirements, if any, prescribed by  Section
          6.04,  and  any  restrictions   prescribed  by  Section  6.03,  a
          Participant or  Beneficiary may elect distribution  under one, or
          any  combination, of the following  methods: (a) by  payment in a
          lump  sum;  or (b)  by payment  in  monthly, quarterly  or annual
          installments  over  a  fixed   reasonable  period  of  time,  not
          exceeding the  life expectancy of  the Participant, or  the joint
          life and  last  survivor expectancy  of the  Participant and  his
          Beneficiary. The Employer may elect in its Adoption Agreement  to
          modify the methods of payment available under this Section 6.02.

               The distribution options permitted  under this Section  6.02
          are available  only  if  the  present value  of  the  Participant
          Nonforfeitable Accrued  Benefit, at the time  of the distribution
          to  the Participant,  exceeds  $3,500. To  facilitate installment
          payments under this Article VI, the Advisory Committee may direct
          the Trustee to  segregate all  or any part  of the  Participant's
          Accrued Benefit in  a separate Account.  The Trustee will  invest
          the  Participant's   segregated  Account  in   Federally  insured
          interest  bearing savings  account(s)  or time  deposit(s) (or  a
          combination of both),  or in  other fixed  income investments.  A
          segregated  Account remains  a part  of the  Trust, but  it alone
          shares in  any income it earns, and it alone bears any expense or
          loss it incurs. A Participant or Beneficiary may elect to receive
          an  installment distribution  in  the form  of a  Nontransferable
          Annuity   Contract.  Under   an  installment   distribution,  the
          Participant or Beneficiary, at any time, may elect to  accelerate
          the payment of all,  or any portion, of the  Participant's unpaid
          Nonforfeitable Accrued  Benefit, subject to  the requirements  of
          Section 6.04.

          (A)  Minimum  Distribution  Requirements  for  Participants.  The
          Advisory  Committee may not direct  the Trustee to distribute the
          Participant's  Nonforfeitable   Accrued  Benefit,  nor   may  the
          Participant   elect   to   have  the   Trustee   distribute   his
          Nonforfeitable Accrued Benefit, under  a method of payment which,
          as of the Required  Beginning Date, does not satisfy  the minimum
          distribution  requirements  under  Code  Sect.401(a)(9)  and  the
          applicable Treasury regulations.  The minimum distribution for  a
          calendar  year equals  the  Participant's Nonforfeitable  Accrued
          Benefit as of  the latest valuation date preceding  the beginning
          of the calendar year divided by the Participant's life expectancy
          or,  if applicable, the joint and last survivor expectancy of the
          Participant and  his designated Beneficiary (as  determined under
          Article   VIII,  subject   to  the   requirements  of   the  Code
          Sect.401(a)(9) regulations). The Advisory Committee will increase
          the  Participant's Nonforfeitable Accrued  Benefit, as determined
          on the relevant valuation  date, for contributions or forfeitures
          allocated  after the  valuation date  and by  December 31  of the
          valuation  calendar  year, and  will  decrease  the valuation  by
          distributions made after the valuation date and by December 31 of
          the valuation calendar year. For  purposes of this valuation, the
          Advisory  Committee  will  treat   any  portion  of  the  minimum
<PAGE>






          distribution for the first  distribution calendar year made after
          the close  of that year as a distribution occurring in that first
          distribution calendar year. In  computing a minimum distribution,
          the  Advisory  Committee  must  use the  unisex  life  expectancy
          multiples under Treas. Reg. Sect.1.72-9.  The Advisory Committee,
          only  upon the  Participant's written  request, will  compute the
          minimum distribution for  a calendar year subsequent to the first
          calendar year for which the  Plan requires a minimum distribution
          by  redetermining the  applicable  life expectancy.  However, the
          Advisory Committee may  not redetermine the  joint life and  last
          survivor expectancy of the Participant and a nonspouse designated
          Beneficiary in a  manner which takes into  account any adjustment
          to  a   life  expectancy   other  than  the   Participant's  life
          expectancy. 

               If   the  Participant's   spouse   is  not   his  designated
          Beneficiary, a method  of payment to the  Participant (whether by
          Participant election or by  Advisory Committee direction) may not
          provide  more than  incidental benefits  to the  Beneficiary. For
          Plan  Years beginning  after  December 31,  1988,  the Plan  must
          satisfy  the  minimum  distribution  incidental  benefit ("MDIB")
          requirement  in  the  Treasury   regulations  issued  under  Code
          Sect.401(a)(9)   for  distributions   made   on  or   after   the
          Participant's   Required   Beginning   Date   and    before   the
          Participant's   death.  To  satisfy  the  MDIB  requirement,  the
          Advisory Committee will compute the minimum distribution required
          by  this  Section 6.02(A)  by  substituting  the applicable  MDIB
          divisor for the  applicable life expectancy  factor, if the  MDIB
          divisor is  a lesser  number. Following the  Participant's death,
          the  Advisory Committee  will  compute the  minimum  distribution
          required  by  this Section  6.02(A) solely  on  the basis  of the
          applicable  life expectancy  factor and  will disregard  the MDIB
          factor.  For Plan Years beginning  prior to January  1, 1989, the
          Plan  satisfies   the  incidental  benefits  requirement  if  the
          distributions  to the Participant  satisfied the MDIB requirement
          or if the present value of the retirement benefits payable solely
          to the  Participant is greater than  50% of the present  value of
          the   total  benefits   payable  to   the  Participant   and  his
          Beneficiaries.  The  Advisory  Committee  must  determine whether
          benefits to the  Beneficiary are  incidental as of  the date  the
          Trustee  is to commence payment of the retirement benefits to the
          Participant, or  as  of any  date  the Trustee  redetermines  the
          payment period to the Participant. 

               The minimum distribution for the first distribution calendar
          year  is due  by the Participant's  Required Beginning  Date. The
          minimum  distribution for  each subsequent  distribution calendar
          year,  including the  calendar  year in  which the  Participant's
          Required Beginning Date  occurs, is  due by December  31 of  that
          year. If the Participant  receives distribution in the form  of a
          Nontransferable Annuity Contract, the distribution satisfies this
          Section 6.02(A) if the contract complies with the requirements of
          Code Sect.401(a)(9) and the applicable Treasury regulations.
<PAGE>






          (B)  Minimum Distribution  Requirements  for  Beneficiaries.  The
          method  of distribution  to  the Participant's  Beneficiary  must
          satisfy  Code   Sect.401(a)(9)   and  the   applicable   Treasury
          regulations. If the Participant's death occurs after his Required
          Beginning Date or, if earlier, the date the Participant commences
          an  irrevocable annuity pursuant  to Section 6.04,  the method of
          payment to the Beneficiary must provide for completion of payment
          over a period  which does not exceed the payment period which had
          commenced for the Participant.  If the Participant's death occurs
          prior to his Required Beginning Date, and the Participant had not
          commenced an  irrevocable annuity  pursuant to Section  6.04, the
          method of  payment to the  Beneficiary, subject to  Section 6.04,
          must  provide for completion of payment to the Beneficiary over a
          period  not  exceeding:  (i)  5  years  after  the  date  of  the
          Participant's death; or  (ii) if the Beneficiary is  a designated
          Beneficiary,  the designated  Beneficiary's life  expectancy. The
          Advisory Committee  may not  direct payment of  the Participant's
          Nonforfeitable Accrued Benefit over  a period described in clause
          (ii) unless  the Trustee will commence payment  to the designated
          Beneficiary no  later than the December 31 following the close of
          the calendar year  in which the Participant's  death occurred or,
          if  later, and  the designated  Beneficiary is  the Participant's
          surviving spouse, December 31  of the calendar year in  which the
          Participant would have attained age 70 1/2. If the Trustee will make
          distribution  in  accordance   with  clause  (ii),   the  minimum
          distribution  for  a  calendar  year   equals  the  Participant's
          Nonforfeitable Accrued  Benefit as  of the latest  valuation date
          preceding  the  beginning of  the  calendar year  divided  by the
          designated Beneficiary's life  expectancy. The Advisory Committee
          must use the  unisex life expectancy multiples  under Treas. Reg.
          Sect.1.72-9 for purposes of applying this paragraph. The Advisory
          Committee, only upon the written request of the Participant or of
          the  Participant's  surviving spouse,  will recalculate  the life
          expectancy  of   the  Participant's  surviving  spouse  not  more
          frequently  than  annually,  but  may not  recalculate  the  life
          expectancy  of  a  nonspouse  designated  Beneficiary  after  the
          Trustee  commences payment  to  the designated  Beneficiary.  The
          Advisory  Committee will  apply  this paragraph  by treating  any
          amount paid to the Participant's  child, which becomes payable to
          the Participant's surviving spouse upon the child's attaining the
          age  of majority, as paid to  the Participant's surviving spouse.
          Upon  the Beneficiary's written  request, the  Advisory Committee
          must  direct the  Trustee to  accelerate payment  of all,  or any
          portion, of the Participant's unpaid  Accrued Benefit, as soon as
          administratively practicable following the effective date of that
          request. 
<PAGE>






               6.03 BENEFIT PAYMENT  ELECTIONS.  Not earlier  than 90 days,
          but  not later  than  30 days, before  the Participant's  annuity
          starting  date, the  Advisory  Committee must  provide a  benefit
          notice to a Participant who is eligible to make an election under
          this  Section 6.03. The benefit notice  must explain the optional
          forms of benefit in the Plan, including the material features and
          relative values of  those options, and the Participant's right to
          defer  distribution   until  he  attains  the   later  of  Normal
          Retirement Age or age 62.

               If a Participant or Beneficiary makes an election prescribed
          by  this Section  6.03, the  Advisory Committee  will direct  the
          Trustee  to distribute  the Participant's  Nonforfeitable Accrued
          Benefit in accordance with that election. Any election under this
          Section 6.03 is subject  to the requirements of Section  6.02 and
          of  Section 6.04.  The Participant  or Beneficiary  must  make an
          election  under this Section 6.03 by filing his election with the
          Advisory Committee at any time before the Trustee otherwise would
          commence  to pay  a Participant's  Accrued Benefit  in accordance
          with the requirements of Article VI.

          (A) Participant  Elections After Separation from  Service. If the
          present value  of a Participant's  Nonforfeitable Accrued Benefit
          exceeds $3,500,  he  may  elect  to  have  the  Trustee  commence
          distribution  as of  any  distribution date  permitted under  the
          Employer's Adoption Agreement  Section 6.03. The Participant  may
          reconsider  an election at any time prior to the annuity starting
          date  and  elect  to  commence  distribution  as  of  any   other
          distribution  date   permitted  under  the   Employer's  Adoption
          Agreement Section 6.03. If the Participant is partially-vested in
          his  Accrued  Benefit, an  election under  this Paragraph  (A) to
          distribute  prior  to the  Participant's  incurring a  Forfeiture
          Break in  Service (as defined  in Section 5.08),  must be  in the
          form  of a  cash-out distribution  (as defined  in Article  V). A
          Participant may not receive a  cash-out distribution if, prior to
          the time  the Trustee  actually makes the  cash-out distribution,
          the  Participant   returns  to  employment   with  the  Employer.
          Following his attainment of  Normal Retirement Age, a Participant
          who has separated from  Service may elect distribution as  of any
          distribution date, irrespective  of the elections under  Adoption
          Agreement Section 6.03.
<PAGE>






          (B) Participant  Elections Prior to Separation  from Service. The
          Employer must specify in  its Adoption Agreement the distribution
          election  rights,  if  any,  a   Participant  has  prior  to  his
          Separation  from Service.  A  Participant must  make an  election
          under this Section 6.03(B)  on a form prescribed by  the Advisory
          Committee at any time during the Plan Year for which his election
          is to be effective. In his written election, the Participant must
          specify  the percentage or dollar amount he wishes the Trustee to
          distribute to  him. The Participant's election  relates solely to
          the percentage or  dollar amount specified  in his election  form
          and  his right  to elect  to  receive an  amount, if  any, for  a
          particular Plan Year greater than the dollar amount or percentage
          specified in his election form terminates on the Accounting Date.
          The  Trustee  must  make  a  distribution  to  a  Participant  in
          accordance with  his election  under this Section  6.03(B) within
          the 90 day  period (or as  soon as administratively  practicable)
          after  the  Participant  files  his  written  election  with  the
          Trustee.  The   Trustee  will  distribute  the   balance  of  the
          Participant's  Accrued  Benefit not  distributed pursuant  to his
          election(s) in  accordance with the other distribution provisions
          of this Plan. 

          (C) Death Benefit Elections. If the present value of the deceased
          Participant's Nonforfeitable Accrued Benefit exceeds  $3,500, the
          Participant's   Beneficiary  may   elect  to  have   the  Trustee
          distribute the Participant's Nonforfeitable Accrued  Benefit in a
          form  and  within  a  period permitted  under  Section  6.02. The
          Beneficiary's election is subject to any  restrictions designated
          in writing by  the Participant and not revoked as  of his date of
          death.

          (D)  Transitional Elections.  Notwithstanding  the provisions  of
          Sections  6.01  and 6.02,  if  the  Participant (or  Beneficiary)
          signed  a written  distribution designation  prior to  January 1,
          1984,  the Advisory Committee  must distribute  the Participant's
          Nonforfeitable   Accrued   Benefit   in   accordance   with  that
          designation, subject  however, to the  survivor requirements,  if
          applicable, of Sections 6.04, 6.05 and 6.06. This Section 6.03(D)
          does not  apply to a  pre-1984 distribution designation,  and the
          Advisory Committee will not comply with  that designation, if any
          of the  following applies: (1)  the method of  distribution would
          have disqualified the Plan under Code Sect.401(a)(9) as in effect
          on December 31, 1983; (2) the Participant did not have an Accrued
          Benefit as of December 31, 1983; (3) the distribution designation
          does not specify the timing and form of the distribution and  the
          death Beneficiaries (in order  of priority); (4) the substitution
          of a Beneficiary modifies the payment period of the distribution;
          or, (5) the Participant (or  Beneficiary) modifies or revokes the
          distribution designation. In the event of  a revocation, the Plan
          must distribute, no later  than December 31 of the  calendar year
          following  the   year  of   revocation,  the  amount   which  the
          Participant  would have  received  under Section  6.02(A) if  the
          distribution  designation  had not  been  in  effect or,  if  the
          Beneficiary  revokes  the  distribution  designation,  the amount
<PAGE>






          which the  Beneficiary would have received  under Section 6.02(B)
          if  the distribution  designation  had not  been  in effect.  The
          Advisory Committee  will apply this Section  6.03(D) to rollovers
          and   transfers   in  accordance   with  Part   J  of   the  Code
          Sect.401(a)(9) Treasury regulations.

               6.04 ANNUITY     DISTRIBUTIONS    TO     PARTICIPANTS    AND
          SURVIVING  SPOUSES.

          (A) Joint and  Survivor Annuity. The   Advisory  Committee   must
          direct  the   Trustee  to  distribute  a   married  or  unmarried
          Participant's  Nonforfeitable Accrued  Benefit in  the form  of a
          qualified  joint  and  survivor annuity,  unless  the Participant
          makes a valid waiver election (described in Section  6.05) within
          the 90  day period ending on the annuity starting date. If, as of
          the  annuity  starting  date,   the  Participant  is  married,  a
          qualified  joint and  survivor  annuity is  an immediate  annuity
          which  is  purchasable  with  the   Participant's  Nonforfeitable
          Accrued  Benefit  and  which  provides  a  life  annuity  for the
          Participant and a survivor annuity payable for the remaining life
          of  the Participant's surviving spouse equal to 50% of the amount
          of the annuity payable during the life of the Participant. If, as
          of the annuity starting  date, the Participant is not  married, a
          qualified joint and survivor annuity is an immediate life annuity
          for the  Participant which is purchasable  with the Participant's
          Nonforfeitable Accrued Benefit. On or before the annuity starting
          date,  the  Advisory  Committee, without  Participant  or spousal
          consent,  must  direct  the  Trustee  to  pay  the  Participant's
          Nonforfeitable  Accrued Benefit  in  a lump  sum,  in lieu  of  a
          qualified joint and survivor  annuity, in accordance with Section
          6.01, if the Participant's  Nonforfeitable Accrued Benefit is not
          greater  than $3,500.  This  Section 6.04(A)  applies  only to  a
          Participant who has completed  at least one Hour of  Service with
          the Employer after August 22, 1984.

          (B) Preretirement Survivor Annuity. If a married Participant dies
          prior to  his annuity starting date, the  Advisory Committee will
          direct the Trustee to  distribute a portion of the  Participant's
          Nonforfeitable Accrued  Benefit  to the  Participant's  surviving
          spouse in the  form of a  preretirement survivor annuity,  unless
          the  Participant has  a  valid waiver  election (as  described in
          Section 6.06) in effect, or unless the Participant and his spouse
          were not married  throughout the  one year period  ending on  the
          date of his death. A preretirement survivor annuity is an annuity
          which is purchasable with 50% of the Participant's Nonforfeitable
          Accrued Benefit  (determined as of the date  of the Participant's
          death) and which  is payable  for the life  of the  Participant's
          surviving spouse. The value of the preretirement survivor annuity
          is  attributable  to  Employer  contributions  and   to  Employee
          contributions  in  the  same   proportion  as  the  Participant's
          Nonforfeitable  Accrued   Benefit   is  attributable   to   those
          contributions.  The portion  of the  Participant's Nonforfeitable
          Accrued Benefit  not payable under  this paragraph is  payable to
          the  Participant's  Beneficiary,  in  accordance with  the  other
<PAGE>






          provisions  of this  Article  VI. If  the  present value  of  the
          preretirement  survivor  annuity  does  not  exceed  $3,500,  the
          Advisory Committee, on or before  the annuity starting date, must
          direct  the  Trustee  to make  a  lump  sum  distribution to  the
          Participant's  surviving  spouse,  in  lieu  of  a  preretirement
          survivor  annuity.  This  Section   6.04(B)  applies  only  to  a
          Participant who  dies  after  August 22,  1984,  and  either  (i)
          completes  at least one Hour  of Service with  the Employer after
          August 22, 1984, or (ii) separated  from Service with at least 10
          Years  of Service (as defined  in Section 5.06)  and completed at
          least  one Hour  of  Service with  the  Employer in  a Plan  Year
          beginning after December 31, 1975. 

          (C)  Surviving Spouse  Elections.  If the  present  value of  the
          preretirement survivor annuity exceeds $3,500,  the Participant's
          surviving  spouse may elect to  have the Trustee commence payment
          of the preretirement  survivor annuity at any  time following the
          date of the Participant's death, but not later than the mandatory
          distribution periods described in Section 6.02, and may elect any
          of the forms of payment described in Section 6.02, in lieu of the
          preretirement survivor annuity. In the  absence of an election by
          the  surviving spouse,  the  Advisory Committee  must direct  the
          Trustee to  distribute the preretirement survivor  annuity on the
          first distribution date following  the close of the Plan  Year in
          which  the  latest  of  the  following  events  occurs:  (i)  the
          Participant's  death;  (ii)  the  date   the  Advisory  Committee
          receives notification  of or otherwise confirms the Participant's
          death; (iii) the date the Participant would have attained  Normal
          Retirement  Age; or  (iv)  the date  the  Participant would  have
          attained age 62.

          (D)  Special  Rules. If  the Participant  has  in effect  a valid
          waiver  election  regarding  the  qualified  joint  and  survivor
          annuity  or the  preretirement  survivor  annuity,  the  Advisory
          Committee must direct the Trustee to distribute the Participant's
          Nonforfeitable Accrued Benefit in  accordance with Sections 6.01,
          6.02   and  6.03.   The  Advisory   Committee  will   reduce  the
          Participant's  Nonforfeitable  Accrued  Benefit by  any  security
          interest  (pursuant to  any offset  rights authorized  by Section
          10.03[E]) held  by the Plan  by reason of  a Participant loan  to
          determine the value of  the Participant's Nonforfeitable  Accrued
          Benefit  distributable  in the  form  of  a  qualified joint  and
          survivor annuity or preretirement  survivor annuity, provided any
          post-August 18,   1985,  loan   satisfied  the   spousal  consent
          requirement  described  in  Section  10.03[E] of  the  Plan.  For
          purposes  of applying  this  Article VI,  the Advisory  Committee
          treats a former spouse  as the Participant's spouse or  surviving
          spouse  to  the  extent   provided  under  a  qualified  domestic
          relations order described in Section 6.07. The provisions of this
          Section  6.04, and of Sections 6.05 and 6.06, apply separately to
          the portion  of the Participant's  Nonforfeitable Accrued Benefit
          subject  to the  qualified domestic  relations order  and  to the
          portion of the  Participant's Nonforfeitable Accrued  Benefit not
          subject to that order.
<PAGE>






          (E)  Profit Sharing  Plan  Election. If  this  Plan is  a  profit
          sharing plan, the  Employer must  elect the extent  to which  the
          preceding  provisions  of Section  6.04  apply.  If the  Employer
          elects to apply this Section 6.04 only to a Participant described
          in this Section 6.04(E), the preceding provisions of this Section
          6.04  apply only to the following Participants: (1) a Participant
          as respects whom the Plan is a direct or indirect transferee from
          a plan subject  to the  Code Sect.417 requirements  and the  Plan
          received  the  transfer  after  December  31,  1984,  unless  the
          transfer is an elective transfer described in Section 13.06;  (2)
          a Participant  who elects a life annuity distribution (if Section
          6.02 or  Section 13.02 of the Plan requires the Plan to provide a
          life annuity  distribution option);  and (3) a  Participant whose
          benefits under a defined benefit plan maintained by  the Employer
          are  offset by benefits provided under this Plan. If the Employer
          elects to  apply  this  Section 6.04  to  all  Participants,  the
          preceding  provisions   of  this   Section  6.04  apply   to  all
          Participants  described  in  the  first two  paragraphs  of  this
          Section 6.04,  without regard to the limitations  of this Section
          6.04(E).  Sections 6.05  and 6.06  only apply to  Participants to
          whom the preceding provisions of this Section 6.04 apply. 

               6.05 WAIVER ELECTION - QUALIFIED JOINT AND SURVIVOR ANNUITY.
           Not earlier than 90 days, but not later than 30 days, before the
          Participant's  annuity starting date, the Advisory Committee must
          provide the  Participant a written  explanation of the  terms and
          conditions  of  the qualified  joint  and  survivor annuity,  the
          Participant's  right to make, and  the effect of,  an election to
          waive the joint and  survivor form of benefit, the  rights of the
          Participant's  spouse  regarding  the  waiver  election  and  the
          Participant's right to make, and the effect of, a revocation of a
          waiver election. The Plan does not limit  the number of times the
          Participant  may  revoke a  waiver  of  the  qualified joint  and
          survivor annuity or make a new waiver during the election period.


               A married Participant's waiver  election is not valid unless
          (a)  the Participant's  spouse (to  whom the survivor  annuity is
          payable under  the qualified  joint and survivor  annuity), after
          the Participant has received the written explanation described in
          this  Section  6.05,  has  consented  in  writing  to the  waiver
          election,  the spouse's  consent acknowledges  the effect  of the
          election, and a notary  public or the Plan Administrator  (or his
          representative) witnesses  the spouse's consent,  (b) the  spouse
          consents to  the  alternate form  of  payment designated  by  the
          Participant  or to any change in that designated form of payment,
          and  (c) unless  the  spouse is  the  Participant's sole  primary
          Beneficiary, the spouse consents to the Participant's Beneficiary
          designation  or to  any change  in the  Participant's Beneficiary
          designation. The  spouse's consent to  a waiver of  the qualified
          joint and survivor annuity is irrevocable, unless the Participant
          revokes the  waiver election.  The spouse  may execute a  blanket
          consent  to any form of payment designation or to any Beneficiary
          designation made  by the Participant, if  the spouse acknowledges
<PAGE>






          the right to limit that consent to a specific designation but, in
          writing,  waives that  right.  The consent  requirements of  this
          Section 6.05 apply to  a former spouse of the Participant, to the
          extent  required  under  a  qualified  domestic  relations  order
          described in Section 6.07.

               The  Advisory  Committee  will  accept  as  valid  a  waiver
          election which does not  satisfy the spousal consent requirements
          if the  Advisory Committee  establishes the Participant  does not
          have a spouse, the  Advisory Committee is not able to  locate the
          Participant's spouse, the Participant is legally separated or has
          been  abandoned  (within  the  meaning  of  State  law)  and  the
          Participant  has  a  court   order  to  that  effect,   or  other
          circumstances  exist under  which the  Secretary of  the Treasury
          will excuse the consent  requirement. If the Participant's spouse
          is  legally  incompetent  to  give consent,  the  spouse's  legal
          guardian  (even if  the  guardian is  the  Participant) may  give
          consent. 

               6.06 WAIVER   ELECTION  -  PRERETIREMENT  SURVIVOR  ANNUITY.
          The Advisory Committee must provide  a written explanation of the
          preretirement  survivor  annuity  to  each  married  Participant,
          within  the following  period  which ends  last:  (1) the  period
          beginning  on  the  first  day of  the  Plan  Year  in which  the
          Participant attains age 32 and ending on the last day of the Plan
          Year  in which the Participant  attains age 34;  (2) a reasonable
          period after an Employee becomes a Participant;  (3) a reasonable
          period after the  joint and survivor  rules become applicable  to
          the  Participant; or  (4)  a  reasonable  period  after  a  fully
          subsidized preretirement survivor annuity no longer satisfies the
          requirements for a fully  subsidized benefit. A reasonable period
          described in clauses (2), (3) and (4) is the period beginning one
          year  before and ending one  year after the  applicable event. If
          the Participant  separates from Service before  attaining age 35,
          clauses  (1), (2),  (3) and  (4) do  not  apply and  the Advisory
          Committee must provide the  written explanation within the period
          beginning  one  year  before  and  ending  one  year  after   the
          Separation from  Service. The written explanation  must describe,
          in a manner  consistent with Treasury regulations,  the terms and
          conditions of the  preretirement survivor  annuity comparable  to
          the  explanation  of the  qualified  joint  and survivor  annuity
          required under Section 6.05.  The Plan does not limit  the number
          of times the Participant may revoke a waiver of the preretirement
          survivor annuity or make a new waiver during the election period.
<PAGE>






               A  Participant's  waiver   election  of  the   preretirement
          survivor annuity  is not valid  unless (a) the  Participant makes
          the waiver election  no earlier  than the first  day of the  Plan
          Year in which he attains age  35 and (b) the Participant's spouse
          (to whom the preretirement survivor annuity is payable) satisfies
          the consent  requirements described  in Section 6.05,  except the
          spouse need  not consent to  the form of  benefit payable to  the
          designated Beneficiary. The spouse's consent to the waiver of the
          preretirement   survivor  annuity  is   irrevocable,  unless  the
          Participant revokes the waiver election. Irrespective of the time
          of  election   requirement  described  in  clause   (a),  if  the
          Participant  separates from Service prior to the first day of the
          Plan Year in which he attains age 35, the Advisory Committee will
          accept a  waiver election  as respects the  Participant's Accrued
          Benefit  attributable to his Service prior to his Separation from
          Service. Furthermore, if a Participant who has not separated from
          Service  makes a  valid waiver  election, except  for the  timing
          requirement  of clause  (a), the  Advisory Committee  will accept
          that election as valid, but only until the first day  of the Plan
          Year in which the  Participant attains age 35. A  waiver election
          described  in this paragraph is  not valid unless  made after the
          Participant  has received  the written  explanation described  in
          this Section 6.06.

               6.07 DISTRIBUTIONS UNDER DOMESTIC RELATIONS  ORDERS. Nothing
          contained in this Plan prevents  the Trustee, in  accordance with
          the direction of the Advisory Committee, from  complying with the
          provisions of a qualified domestic relations order (as defined in
          Code Sect.414(p)). This Plan specifically permits distribution to
          an alternate payee under a  qualified domestic relations order at
          any time,  irrespective of  whether the Participant  has attained
          his earliest  retirement age (as defined  under Code Sect.414(p))
          under the Plan. A distribution to an alternate payee prior to the
          Participant's attainment  of earliest retirement age is available
          only if: (1)  the order  specifies distribution at  that time  or
          permits  an agreement between the Plan and the alternate payee to
          authorize an  earlier distribution; and (2) if  the present value
          of the  alternate payee's benefits under the Plan exceeds $3,500,
          and  the order  requires,  the alternate  payee  consents to  any
          distribution occurring prior  to the Participant's attainment  of
          earliest  retirement age.  The  Employer, in  an addendum  to its
          Adoption Agreement numbered 6.07, may elect to limit distribution
          to  an alternate payee only when the Participant has attained his
          earliest retirement age  under the Plan. Nothing  in this Section
          6.07 gives a  Participant a  right to receive  distribution at  a
          time  otherwise not permitted under  the Plan nor  does it permit
          the  alternate payee to receive  a form of  payment not otherwise
          permitted under the Plan.
<PAGE>






               The  Advisory Committee must establish reasonable procedures
          to determine  the qualified status of a domestic relations order.
          Upon receiving a domestic relations order, the Advisory Committee
          promptly  will notify  the  Participant and  any alternate  payee
          named in the  order, in writing, of the receipt  of the order and
          the Plan's procedures for determining the qualified status of the
          order. Within  a reasonable  period of  time after receiving  the
          domestic relations  order, the Advisory Committee  must determine
          the qualified status of the order and must notify the Participant
          and each  alternate payee, in writing, of  its determination. The
          Advisory Committee  must provide  notice under this  paragraph by
          mailing  to the  individual's address  specified in  the domestic
          relations order, or  in a  manner consistent  with Department  of
          Labor regulations. 

               If any  portion of the  Participant's Nonforfeitable Accrued
          Benefit is  payable during the  period the Advisory  Committee is
          making its determination of the qualified status  of the domestic
          relations  order, the  Advisory  Committee must  make a  separate
          accounting  of the  amounts  payable. If  the Advisory  Committee
          determines  the order  is  a qualified  domestic relations  order
          within  18 months of the date amounts first are payable following
          receipt  of the  order,  the Advisory  Committee will  direct the
          Trustee  to distribute the payable amounts in accordance with the
          order. If the  Advisory Committee does not make its determination
          of  the  qualified  status  of  the  order  within  the  18-month
          determination  period,  the  Advisory Committee  will  direct the
          Trustee  to distribute the payable amounts in the manner the Plan
          would  distribute if the order  did not exist  and will apply the
          order prospectively  if the Advisory  Committee later  determines
          the order is a qualified domestic relations order. 

               To  the extent it is not inconsistent with the provisions of
          the qualified  domestic relations  order, the Advisory  Committee
          may  direct the  Trustee to  invest any  partitioned amount  in a
          segregated  subaccount  or separate  account  and  to invest  the
          account in Federally insured, interest-bearing savings account(s)
          or time deposit(s) (or a combination of both),  or in other fixed
          income investments. A segregated subaccount remains a part of the
          Trust,  but it alone shares in any  income it earns, and it alone
          bears any expense  or loss it incurs.  The Trustee will  make any
          payments  or distributions  required under  this Section  6.07 by
          separate  benefit checks  or other  separate distribution  to the
          alternate payee(s). 

              *   *   *   *   *   *   *   *   *   *   *   *   *   *   *
<PAGE>






                                     ARTICLE VII 
                         EMPLOYER ADMINISTRATIVE PROVISIONS 


               7.01 INFORMATION   TO  COMMITTEE.   The Employer must supply
          current  information to the Advisory  Committee as  to  the name,
          date of birth, date of employment, annual compensation, leaves of
          absence, Years of  Service and date of  termination of employment
          of  each Employee who  is, or who  will be eligible  to become, a
          Participant under  the Plan, together with  any other information
          which  the Advisory Committee considers necessary. The Employer's
          records as to  the current information the  Employer furnishes to
          the Advisory Committee are conclusive as to all persons. 

               7.02 NO  LIABILITY. The  Employer assumes  no obligation  or
          responsibility  to   any  of  its   Employees,  Participants   or
          Beneficiaries for any  act of, or failure to act,  on the part of
          its  Advisory  Committee (unless  the  Employer  is the  Advisory
          Committee),  the  Trustee, the  Custodian,  if any,  or  the Plan
          Administrator (unless the Employer is the Plan Administrator). 

               7.03 INDEMNITY  OF  CERTAIN  FIDUCIARIES.   Subject  to  the
          provisions  of this Section 7.03, to the full extent permitted by
          law, the Employer  shall indemnify each past, present  and future
          Plan Administrator, member of  the Advisory Committee and Trustee
          (or  Custodian)  (hereinafter all  such  indemnified  persons and
          entities  shall  be  jointly  and severally  referred  to  as the
          "Indemnified Party") against, and each Indemnified Party shall be
          entitled  without further act on  his part to  indemnity from the
          Employer for, any and all losses, liabilities, costs and expenses
          (including  the amount  of  judgements,  court costs,  reasonable
          attorneys' fees, and the amount of approved settlements made with
          a  view to  the curtailment  of costs  of litigation,  other than
          amounts paid to the Employer itself) incurred by such Indemnified
          Party  in  connection  with  or   arising  out  of  any  pending,
          threatened  or  anticipated  possible   action,  suit,  or  other
          proceeding, including any investigation that might lead to such a
          proceeding, in which he is or may  be involved by reason of or in
          connection with  his being or  having been a  Plan Administrator,
          member of  the Advisory Committee, Trustee  or Custodian, whether
          or not  he continues  to be a  Plan Administrator, member  of the
          Advisory Committee, Trustee or Custodian at the time of incurring
          any such  losses, liabilities, costs and  expenses (collectively,
          the "Losses");  provided, however, that such  indemnity shall not
          include any  losses, liabilities, costs and  expenses incurred by
          such  Indemnified Party  (i) with  respect to  any matters  as to
          which  he is  finally  adjudged  in  any  such  action,  suit  or
          proceeding  to have been guilty of gross negligence, bad faith or
          intentional misconduct in the performance of his duties as a Plan
          Administrator,  member  of  the Advisory  Committee,  Trustee  or
          Custodian,  or (ii) with respect to any matter to the extent that
          a settlement thereof  is effected in an  amount in excess  of the
          amount  approved by  the Employer,  which approval  shall not  be
          unreasonably withheld.
<PAGE>






            The   Employer's  obligation   hereunder   to   indemnify   the
          Indemnified Party  shall exist  without regard  to  the cause  or
          causes of the matters  for which indemnity is owed  and expressly
          includes  (but  is  not  limited  to)  the  Losses,  directly  or
          indirectly, relating to, based upon, arising out of, or resulting
          from any conceivable or possible combination of negligence, fault
          or  wrong  doing, it  being the  express  specific intent  of the
          Employer   to  provide   the  maximum   possible  indemnification
          protection  hereunder, but  excluding  any such  Losses that  are
          found  by  a court  of  competent jurisdiction  to  have resulted
          solely  from   gross  negligence,   bad   faith  or   intentional
          misconduct.

               No right of indemnification hereunder shall be available to,
          or  enforceable by,  any  such Indemnified  Party unless,  within
          sixty (60) days after his actual receipt of service of process in
          any  such action, suit or other proceeding (or such longer period
          as  may be approved by  the Employer), he  shall have offered the
          Employer, in  writing, the opportunity to handle  and defend same
          at its sole expense.  The  decision by the Employer to handle the
          proceeding shall  conclusively  determine that  such  Indemnified
          Party is entitled  to the indemnity  provided herein unless  then
          otherwise  expressly agreed by the Indemnified  Party.  Until and
          unless  a  final  judicial   determination  has  been  made  that
          indemnity   is  not  applicable,  all  such  Indemnified  Party's
          expenses  shall be promptly and  fully paid or  reimbursed by the
          Employer  upon demand  by such  person.   The foregoing  right of
          indemnification shall inure to the benefit of the successors  and
          assigns, and of the heirs, executors, administrators and personal
          representatives of  each such Indemnified  Party and shall  be in
          additions to all other rights to which such Indemnified Party may
          be entitled as  a matter  of law,  contract, or  otherwise.   The
          indemnification provisions of this Section 7.03 shall not relieve
          any  Indemnified Party from any liability he may have under ERISA
          for breach of fiduciary duty.  Furthermore, any Indemnified Party
          and  the   Employer  may  execute  a   letter  agreement  further
          delineating the  indemnification agreement of  this Section 7.03,
          provided the  letter agreement must  be consistent with  and does
          not  violate  ERISA.   Subject to  the  above provisions  of this
          Section 7.03, the indemnification provisions of this Section 7.03
          extend to each Indemnified Party except to the extent provided by
          a  letter agreement executed by  the Employer and  any person who
          otherwise would be an Indemnified Party under this Section 7.03.

               7.04 EMPLOYER DIRECTION OF INVESTMENT.  The Employer has the
          right to  direct the Trustee with  respect to the  investment and
          re-investment  of assets  comprising the  Trust Fund only  if the
          Trustee  consents in  writing to  permit such  direction. If  the
          Trustee consents to Employer direction of investment, the Trustee
          and the Employer  must execute a  letter agreement as  a part  of
          this  Plan  containing  such  conditions,  limitations  and other
          provisions they  deem appropriate before the  Trustee will follow
          any  Employer   direction   as   respects   the   investment   or
          re-investment of any part of the Trust Fund. 
<PAGE>






               7.05 AMENDMENT  TO VESTING  SCHEDULE.  Though  the  Employer
          reserves the  right to  amend  the vesting schedule  at any time,
          the  Advisory  Committee  will  not  apply  the  amended  vesting
          schedule   to  reduce   the  Nonforfeitable  percentage   of  any
          Participant's Accrued Benefit derived from Employer contributions
          (determined as  of the later of the  date the Employer adopts the
          amendment,  or the  date the  amendment becomes  effective)  to a
          percentage less than the Nonforfeitable percentage computed under
          the Plan  without  regard to  the amendment.  An amended  vesting
          schedule will  apply to  a  Participant only  if the  Participant
          receives credit  for at least  one Hour of Service  after the new
          schedule becomes effective.

               If the Employer makes a permissible amendment to the vesting
          schedule, each  Participant having  at least 3  Years of  Service
          with  the  Employer  may elect  to  have  the  percentage of  his
          Nonforfeitable Accrued  Benefit computed  under the  Plan without
          regard  to  the  amendment.  For Plan  Years  beginning  prior to
          January 1, 1989, the election described in the preceding sentence
          applies only to Participants  having at least 5 Years  of Service
          with the  Employer. The Participant  must file his  election with
          the Advisory  Committee within 60  days of the latest  of (a) the
          Employer's  adoption of the amendment; (b)  the effective date of
          the amendment; or (c) his receipt of a copy of the amendment. The
          Advisory  Committee, as soon as  practicable, must forward a true
          copy  of any amendment to  the vesting schedule  to each affected
          Participant,  together with an  explanation of the  effect of the
          amendment, the  appropriate form  upon which the  Participant may
          make an  election to remain  under the vesting  schedule provided
          under  the Plan  prior to  the amendment  and notice of  the time
          within  which  the Participant  must make  an election  to remain
          under the prior vesting schedule. The election described  in this
          Section  7.05  does not  apply to  a  Participant if  the amended
          vesting  schedule provides for vesting  at least as  rapid at all
          times as the vesting  schedule in effect prior to  the amendment.
          For  purposes of this Section  7.05, an amendment  to the vesting
          schedule includes any Plan amendment which directly or indirectly
          affects the  computation of  the Nonforfeitable percentage  of an
          Employee's  rights  to  his  Employer  derived  Accrued  Benefit.
          Furthermore, the Advisory Committee  must treat any shift  in the
          vesting schedule, due to a change in the Plan's top heavy status,
          as  an amendment  to the  vesting schedule  for purposes  of this
          Section 7.05. 

              *   *   *   *   *   *   *   *   *   *   *   *   *   *   *
<PAGE>






                                    ARTICLE VIII 
                        PARTICIPANT ADMINISTRATIVE PROVISIONS 


               8.01 BENEFICIARY DESIGNATION. Any  Participant may from time
          to   time  designate,   in  writing,   any  person   or  persons,
          contingently or successively,  to whom the  Trustee will pay  his
          Nonforfeitable  Accrued  Benefit  (including any  life  insurance
          proceeds  payable to the  Participant's Account) in  the event of
          his death and the  Participant may designate the form  and method
          of payment.  The Advisory Committee  will prescribe the  form for
          the   written   designation   of   Beneficiary  and,   upon   the
          Participant's filing  the form  with the Advisory  Committee, the
          form  effectively revokes  all designations  filed prior  to that
          date by the same Participant. 

          (A)  Coordination with  survivor requirements.  If the  joint and
          survivor  requirements of  Article VI  apply to  the Participant,
          this  Section 8.01  does not impose  any special  spousal consent
          requirements  on  the   Participant's  Beneficiary   designation.
          However,  in  the absence  of  spousal  consent (as  required  by
          Article VI) to the Participant's Beneficiary designation: (1) any
          waiver  of the joint and survivor annuity or of the preretirement
          survivor  annuity is not valid;  and (2) if  the Participant dies
          prior to his annuity starting date, the Participant's Beneficiary
          designation will apply only  to the portion of the  death benefit
          which  is  not  payable  as  a  preretirement  survivor  annuity.
          Regarding clause (2), if the Participant's surviving spouse is  a
          primary   Beneficiary   under   the   Participant's   Beneficiary
          designation, the  Trustee will  satisfy the spouse's  interest in
          the Participant's death benefit  first from the portion  which is
          payable as a preretirement survivor annuity.

          (B)  Profit sharing  plan  exception. If  the  Plan is  a  profit
          sharing  plan, the  Beneficiary designation  of a  married Exempt
          Participant is not valid unless the Participant's spouse consents
          (in  a manner  described  in  Section  6.05) to  the  Beneficiary
          designation. An  "Exempt Participant" is a Participant who is not
          subject to the joint and survivor requirements of Article VI. The
          spousal consent requirement in  this paragraph does not  apply if
          the Exempt Participant and his spouse are not  married throughout
          the  one  year period  ending on  the  date of  the Participant's
          death,  or if the Participant's  spouse is the Participant's sole
          primary Beneficiary. 

               8.02 NO BENEFICIARY DESIGNATION/DEATH  OF BENEFICIARY. If  a
          Participant  fails to name  a   Beneficiary  in  accordance  with
          Section  8.01,  or if  the  Beneficiary  named by  a  Participant
          predeceases  him, then  the  Trustee will  pay the  Participant's
          Nonforfeitable Accrued Benefit in accordance with Section 6.02 in
          the  following order of priority, unless the Employer specifies a
          different order  of  priority  in an  addendum  to  its  Adoption
          Agreement, to: 
<PAGE>






               (a) The Participant's surviving spouse; 

               (b) The Participant's surviving children,  including adopted
          children, in equal shares; 

               (c) The Participant's surviving parents, in equal shares; or


               (d) The Participant's estate. 

               If the Beneficiary does  not predecease the Participant, but
          dies   prior   to  distribution   of  the   Participant's  entire
          Nonforfeitable  Accrued  Benefit,  the   Trustee  will  pay   the
          remaining  Nonforfeitable Accrued  Benefit  to the  Beneficiary's
          estate unless the Participant's Beneficiary  designation provides
          otherwise  or  unless  the  Employer provides  otherwise  in  its
          Adoption Agreement. If the Plan is a profit sharing plan, and the
          Plan includes Exempt Participants, the Employer may not specify a
          different order of priority in the Adoption Agreement unless  the
          Participant's  surviving spouse  will be  first in  the different
          order of priority. The Advisory Committee will direct the Trustee
          as to the method and to whom the Trustee will  make payment under
          this Section 8.02. 

               8.03 PERSONAL DATA TO COMMITTEE.   Each Participant and each
          Beneficiary  of  a   deceased  Participant  must furnish  to  the
          Advisory  Committee such  evidence,  data or  information as  the
          Advisory  Committee  considers  necessary  or  desirable for  the
          purpose of  administering the Plan.  The provisions of  this Plan
          are  effective  for the  benefit  of  each Participant  upon  the
          condition precedent  that each Participant will  furnish promptly
          full,  true  and complete  evidence,  data  and information  when
          requested  by  the  Advisory  Committee,  provided  the  Advisory
          Committee  advises each Participant of  the effect of his failure
          to comply with its request. 

               8.04 ADDRESS  FOR  NOTIFICATION. Each  Participant  and each
          Beneficiary of a deceased Participant must file with the Advisory
          Committee  from time to time, in writing, his post office address
          and  any  change  of  post  office  address.  Any  communication,
          statement or  notice addressed to a  Participant, or Beneficiary,
          at   his  last  post  office  address  filed  with  the  Advisory
          Committee, or as shown on the records  of the Employer, binds the
          Participant, or Beneficiary, for all purposes of this Plan. 

               8.05 ASSIGNMENT OR ALIENATION.  Subject to Code  Sect.414(p)
          relating  to  qualified  domestic  relations  orders,  neither  a
          Participant nor a Beneficiary  may anticipate, assign or alienate
          (either at law or in equity) any benefit provided under the Plan,
          and  the  Trustee  will  not  recognize  any  such  anticipation,
          assignment or  alienation. Furthermore, a benefit  under the Plan
          is  not subject  to attachment,  garnishment, levy,  execution or
          other legal or equitable process. 
<PAGE>






               8.06 NOTICE  OF CHANGE  IN TERMS.   The  Plan Administrator,
          within   the  time   prescribed   by ERISA  and   the  applicable
          regulations, must  furnish all  Participants and  Beneficiaries a
          summary  description  of any  material amendment  to the  Plan or
          notice of  discontinuance of the  Plan and all  other information
          required by ERISA to be furnished without charge. 

               8.07 LITIGATION  AGAINST THE  TRUST.  A  court of  competent
          jurisdiction  may authorize  any appropriate equitable  relief to
          redress violations of ERISA or to enforce any provisions of ERISA
          or the terms of  the Plan. A fiduciary may  receive reimbursement
          of expenses properly and actually  incurred in the performance of
          his duties with the Plan.

               8.08 INFORMATION AVAILABLE.  Any  Participant in the Plan or
          any  Beneficiary may   examine  copies of  the  Plan description,
          latest  annual report,  any bargaining  agreement, this  Plan and
          Trust,  contract or any other instrument under which the Plan was
          established or is operated.  The Plan Administrator will maintain
          all of the items listed in this Section 8.08 in his office, or in
          such other  place or places as he may designate from time to time
          in order to comply  with the regulations issued under  ERISA, for
          examination during  reasonable business hours.  Upon the  written
          request of  a Participant  or Beneficiary the  Plan Administrator
          must  furnish him with a copy of  any item listed in this Section
          8.08.  The Plan Administrator may make a reasonable charge to the
          requesting person for the copy so furnished. 

               8.09 APPEAL PROCEDURE FOR DENIAL OF BENEFITS.  A Participant
          or  a   Beneficiary ("Claimant")  may  file   with  the  Advisory
          Committee a written  claim for  benefits, if  the Participant  or
          Beneficiary  determines the  distribution procedures of  the Plan
          have not provided him  his proper Nonforfeitable Accrued Benefit.
          The Advisory Committee must render a decision on the claim within
          60  days of the Claimant's  written claim for  benefits. The Plan
          Administrator  must provide  adequate  notice in  writing to  the
          Claimant  whose claim  for benefits under  the Plan  the Advisory
          Committee  has denied.  The  Plan Administrator's  notice to  the
          Claimant must set forth: 

               (a) The specific reason for the denial; 

               (b)  Specific references  to  pertinent  Plan provisions  on
               which the Advisory Committee based its denial; 

               (c) A description of any additional material and information
               needed  for  the  Claimant  to  perfect  his  claim  and  an
               explanation of  why the  material or information  is needed;
               and 
<PAGE>






               (d)  That  any appeal  the Claimant  wishes  to make  of the
               adverse  determination must  be in  writing to  the Advisory
               Committee  within   75  days  after  receipt   of  the  Plan
               Administrator's notice  of  denial  of  benefits.  The  Plan
               Administrator's notice must further advise the Claimant that
               his failure to  appeal the action to the  Advisory Committee
               in writing within the 75-day period will render the Advisory
               Committee's determination final, binding and conclusive. 

               If the Claimant should appeal to the Advisory Committee, he,
          or his  duly authorized  representative, may submit,  in writing,
          whatever  issues   and  comments  he,  or   his  duly  authorized
          representative, feels  are pertinent.  The Claimant, or  his duly
          authorized representative,  may review pertinent  Plan documents.
          The Advisory Committee  will re-examine all facts related  to the
          appeal and make a final determination as to whether the denial of
          benefits  is  justified  under the  circumstances.  The  Advisory
          Committee must advise the Claimant of its decision within 60 days
          of  the Claimant's  written  request for  review, unless  special
          circumstances (such as a  hearing) would make the rendering  of a
          decision  within the 60-day limit unfeasible, but in no event may
          the Advisory Committee render a decision  respecting a denial for
          a claim for  benefits later than 120 days after  its receipt of a
          request for review. 

               The Plan  Administrator's notice of denial  of benefits must
          identify  the name of each  member of the  Advisory Committee and
          the name and address of the Advisory Committee member to whom the
          Claimant may forward his appeal. 

               8.10 PARTICIPANT DIRECTION OF INVESTMENT.  A Participant has
          the right to direct the Trustee with respect to the investment or
          re-investment   of  the   assets  comprising   the  Participant's
          individual Account  only if  the Trustee  consents in writing  to
          permit  such direction.  If the  Trustee consents  to Participant
          direction of  investment, the Trustee will  accept direction from
          each  Participant on  a written election  form (or  other written
          agreement), as a part  of this Plan, containing such  conditions,
          limitations  and other  provisions the parties  deem appropriate.
          The  Trustee  or,  with   the  Trustee's  consent,  the  Advisory
          Committee,   may   establish  written   procedures,  incorporated
          specifically  as  part  of  this Plan,  relating  to  Participant
          direction of investment under this Section 8.10. The Trustee will
          maintain  a  segregated  investment   Account  to  the  extent  a
          Participant's  Account is subject  to Participant self-direction.
          The Trustee is not liable for any loss, nor is the Trustee liable
          for any breach, resulting  from a Participant's direction of  the
          investment of any part of his directed Account. 
<PAGE>






               The Advisory Committee, to the extent provided in a  written
          loan policy adopted under Section 9.04, will treat a loan made to
          a Participant as a Participant direction of investment under this
          Section 8.10. To the extent of  the loan outstanding at any time,
          the borrowing Participant's Account  alone shares in any interest
          paid  on the  loan, and  it alone  bears any  expense or  loss it
          incurs  in connection with the  loan. The Trustee  may retain any
          principal or interest paid on the borrowing Participant's loan in
          an interest bearing segregated Account on behalf of the borrowing
          Participant  until the  Trustee (or the  Named Fiduciary,  in the
          case of a nondiscretionary  Trustee) deems it appropriate to  add
          the amount paid  to the Participant's separate  Account under the
          Plan.

               If  the   Trustee  consents  to  Participant   direction  of
          investment of his  Account, the Plan treats any post-December 31,
          1981,  investment   by  a   Participant's  directed   Account  in
          collectibles  (as  defined  by  Code  Sect.408(m))  as  a  deemed
          distribution to the Participant for Federal income tax purposes. 

              *   *   *   *   *   *   *   *   *   *   *   *   *   *   *
<PAGE>






                                     ARTICLE IX 
              ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANTS'
          ACCOUNTS 


               9.01 MEMBERS'  COMPENSATION,  EXPENSES.  The  Employer  must
          appoint an Advisory Committee to administer the Plan, the members
          of which may or may not be Participants in the Plan, or which may
          be  the Plan  Administrator acting  alone. In  the absence  of an
          Advisory  Committee appointment,  the Plan  Administrator assumes
          the   powers,  duties   and  responsibilities  of   the  Advisory
          Committee.  The  members of  the  Advisory  Committee will  serve
          without compensation for services as such,  but the Employer will
          pay  all expenses of the Advisory Committee, except to the extent
          the Trust properly pays for such expenses, pursuant to Article X.

               9.02 TERM.  Each member  of  the  Advisory Committee  serves
          until the appointment of his successor. 

               9.03 POWERS. In case of  a vacancy in the membership  of the
          Advisory  Committee,  the  remaining  members  of   the  Advisory
          Committee  may  exercise any  and all  of the  powers, authority,
          duties  and  discretion  conferred  upon  the  Advisory Committee
          pending the filling of the vacancy. 

               9.04 GENERAL.  The  Advisory  Committee  has  the  following
          powers and duties: 

               (a)  To  select a Secretary, who need not be a member of the
               Advisory Committee; 

               (b)  To determine  the rights of eligibility  of an Employee
               to participate  in the  Plan, the value  of a  Participant's
               Accrued Benefit  and the  Nonforfeitable percentage of  each
               Participant's Accrued Benefit; 

               (c)  To adopt  rules of procedure  and regulations necessary
               for  the proper  and  efficient administration  of the  Plan
               provided the  rules are not  inconsistent with the  terms of
               this Agreement; 

               (d)  To construe and enforce  the terms of the Plan  and the
               rules and regulations it adopts, including interpretation of
               the  Plan  documents and  documents  related  to the  Plan's
               operation; 

               (e)  To  direct the  Trustee as  respects the  crediting and
               distribution of the Trust; 

               (f)  To review  and render decisions respecting  a claim for
               (or denial of a claim for) a benefit under the Plan; 

               (g)  To  furnish  the Employer  with  information which  the
               Employer may require for tax or other purposes; 
<PAGE>






               (h)  To  engage the  service  of  agents  whom it  may  deem
               advisable to assist it with the performance of its duties; 

               (i)  To  engage the  services  of an  Investment Manager  or
               Managers (as defined in ERISA Sect.3(38)), each of whom will
               have  full power and authority to manage, acquire or dispose
               (or  direct  the  Trustee  with respect  to  acquisition  or
               disposition) of any Plan asset under its control; 

               (j)  To    establish,    in   its    sole    discretion,   a
               nondiscriminatory  policy (see  Section  9.04(A)) which  the
               Trustee   must  observe   in  making   loans,  if   any,  to
               Participants and Beneficiaries; and 

               (k)  To establish  and maintain  a funding  standard account
               and to make credits and charges to the account to the extent
               required by  and in  accordance with  the provisions  of the
               Code. 

               The  Advisory Committee  must  exercise all  of its  powers,
          duties  and   discretion  under  the   Plan  in  a   uniform  and
          nondiscriminatory manner. 

          (A)  Loan Policy. If the Advisory Committee adopts a loan policy,
          pursuant  to paragraph  (j), the  loan policy  must be  a written
          document  and must  include: (1)  the identity  of the  person or
          positions authorized  to administer the participant loan program;
          (2) a  procedure for applying for the  loan; (3) the criteria for
          approving  or denying a loan; (4) the limitations, if any, on the
          types  and amounts  of  loans available;  (5)  the procedure  for
          determining  a  reasonable rate  of  interest; (6)  the  types of
          collateral  which  may  secure  the  loan;  and  (7)  the  events
          constituting default and the steps the Plan will take to preserve
          plan   assets  in  the  event   of  default.  This  Section  9.04
          specifically incorporates  a written loan  policy as part  of the
          Employer's Plan.

               9.05 FUNDING POLICY. The Advisory Committee will review, not
          less often than annually,  all pertinent Employee information and
          Plan  data in order to  establish the funding  policy of the Plan
          and  to determine  the  appropriate methods  of carrying  out the
          Plan's  objectives.  The  Advisory  Committee   must  communicate
          periodically,  as it deems appropriate, to the Trustee and to any
          Plan  Investment  Manager  the  Plan's  short-term  and long-term
          financial needs so investment policy can be coordinated with Plan
          financial requirements. 

               9.06 MANNER OF  ACTION. The  decision of  a majority  of the
          members appointed and  qualified controls. 
<PAGE>






               9.07 AUTHORIZED   REPRESENTATIVE.  The   Advisory  Committee
          may   authorize   any  one  of its members, or  its Secretary, to
          sign  on  its  behalf   any  notices,  directions,  applications,
          certificates,  consents, approvals,  waivers,  letters  or  other
          documents. The Advisory Committee must evidence this authority by
          an instrument signed by all members and filed with the Trustee. 

               9.08 INTERESTED    MEMBER.     No  member  of  the  Advisory
          Committee may  decide  or   determine any  matter concerning  the
          distribution, nature or method of settlement of his own  benefits
          under  the Plan,  except in  exercising an election  available to
          that member in  his capacity  as a Participant,  unless the  Plan
          Administrator is acting  alone in  the capacity  of the  Advisory
          Committee. 

               9.09 INDIVIDUAL   ACCOUNTS.    The Advisory  Committee  will
          maintain, or direct the  Trustee to maintain, a separate Account,
          or  multiple Accounts, in the name of each Participant to reflect
          the  Participant's   Accrued  Benefit   under  the  Plan.   If  a
          Participant  re-enters  the  Plan  subsequent  to  his  having  a
          Forfeiture  Break  in Service,  the  Advisory  Committee, or  the
          Trustee, must  maintain a separate Account  for the Participant's
          pre-Forfeiture Break  in Service  Accrued Benefit and  a separate
          Account for his post-Forfeiture Break in Service Accrued Benefit,
          unless the Participant's entire Accrued Benefit under the Plan is
          100% Nonforfeitable. 

               The Advisory Committee will make its allocations, or request
          the  Trustee  to make  its allocations,  to  the Accounts  of the
          Participants in  accordance with the provisions  of Section 9.11.
          The  Advisory  Committee may  direct  the Trustee  to  maintain a
          temporary  segregated  investment  Account   in  the  name  of  a
          Participant to  prevent  a distortion  of  income, gain  or  loss
          allocations  under Section  9.11.  The  Advisory  Committee  must
          maintain records of its activities. 

               9.10 VALUE OF  PARTICIPANT'S ACCRUED BENEFIT.  The value  of
          each Participant's   Accrued Benefit consists  of that proportion
          of the  net worth (at fair market  value) of the Employer's Trust
          Fund  which the net credit  balance in his  Account (exclusive of
          the cash  value of incidental benefit  insurance contracts) bears
          to the total net credit balance in the Accounts (exclusive of the
          cash value of  the incidental benefit insurance contracts) of all
          Participants  plus the  cash  surrender value  of any  incidental
          benefit  insurance   contracts  held   by  the  Trustee   on  the
          Participant's life. 
<PAGE>






               For  purposes of a distribution under the Plan, the value of
          a  Participant's Accrued Benefit is its value as of the valuation
          date  immediately preceding  the  date of  the distribution.  Any
          distribution   (other  than  a  distribution  from  a  segregated
          Account)  made to a Participant (or to his Beneficiary) more than
          90 days after the most recent valuation date may include interest
          on  the amount  of the  distribution as an  expense of  the Trust
          Fund. The interest, if  any, accrues from such valuation  date to
          the  date  of the  distribution at  the  rate established  in the
          Employer's Adoption Agreement.

               9.11 ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS.
          A "valuation date" under  this Plan is  each Accounting Date  and
          each interim valuation date determined under Section 10.14. As of
          each valuation  date the Advisory Committee  must adjust Accounts
          to  reflect net  income, gain  or loss  since the  last valuation
          date.  The valuation period is the period beginning the day after
          the last valuation date and ending on the current valuation date.

          (A)  Trust  Fund  Accounts.  The allocation  provisions  of  this
          paragraph apply to all Participant Accounts other than segregated
          investment Accounts. The Advisory Committee first will adjust the
          Participant Accounts, as those Accounts stood at the beginning of
          the  current valuation period,  by reducing the  Accounts for any
          forfeitures arising under Section 5.09 or under Section 9.14, for
          amounts charged  during the valuation  period to the  Accounts in
          accordance  with  Section  9.13 (relating  to  distributions) and
          Section 11.01 (relating to insurance premiums), and for the  cash
          value  of incidental  benefit insurance  contracts. The  Advisory
          Committee   then,   subject   to   the   restoration   allocation
          requirements of Section  5.04 or of  Section 9.14, will  allocate
          the net income, gain or loss pro rata to the adjusted Participant
          Accounts.  The  allocable net  income, gain  or  loss is  the net
          income (or net loss),  including the increase or decrease  in the
          fair market value of assets, since the last valuation date.

          (B)  Segregated  investment  Accounts.  A  segregated  investment
          Account receives all  income it  earns and bears  all expense  or
          loss it  incurs. The  Advisory Committee  will adopt  uniform and
          nondiscriminatory procedures for determining  income or loss of a
          segregated  investment  Account  in  a  manner  which  reasonably
          reflects investment directions relating to pooled investments and
          investment directions occurring during  a valuation period. As of
          the  valuation  date,  the   Advisory  Committee  must  reduce  a
          segregated Account for any  forfeiture arising under Section 5.09
          after  the Advisory  Committee  has made  all other  allocations,
          changes or adjustments to the Account for the Plan Year. 
<PAGE>






          (C)  Additional  rules.  An  Excess Amount  or  suspense  account
          described  in  Part  2  of Article  III  does  not  share in  the
          allocation  of net income, gain or loss described in this Section
          9.11. If the Employer maintains its Plan under a Code Sect.401(k)
          Adoption  Agreement, the  Employer  may specify  in its  Adoption
          Agreement  alternate  valuation  provisions  authorized  by  that
          Adoption  Agreement.  This Section  9.11  applies  solely to  the
          allocation of net income, gain or loss of the Trust. The Advisory
          Committee   will   allocate   the   Employer   contributions  and
          Participant forfeitures, if any, in accordance with Article III.

               9.12 INDIVIDUAL STATEMENT. As soon as  practicable after the
          Accounting  Date  of  each    Plan  Year,  but  within  the  time
          prescribed by  ERISA and the  regulations under  ERISA, the  Plan
          Administrator  will  deliver to  each  Participant  (and to  each
          Beneficiary) a statement reflecting  the condition of his Accrued
          Benefit in  the Trust as of that  date and such other information
          ERISA requires  be furnished  the Participant or  Beneficiary. No
          Participant, except  a member of the Advisory  Committee, has the
          right  to inspect the records reflecting the Account of any other
          Participant. 

               9.13 ACCOUNT CHARGED.  The Advisory Committee  will charge a
          Participant's  Account  for  all distributions  made   from  that
          Account to the Participant, to his Beneficiary or to an alternate
          payee. The  Advisory Committee  also will charge  a Participant's
          Account  for any  administrative  expenses incurred  by the  Plan
          directly related to that Account.

               9.14 UNCLAIMED   ACCOUNT  PROCEDURE.   The  Plan   does  not
          require  either  the  Trustee or the Advisory Committee to search
          for,  or to  ascertain  the whereabouts  of,  any Participant  or
          Beneficiary.  At  the  time  the Participant's  or  Beneficiary's
          benefit  becomes  distributable  under Article  VI,  the Advisory
          Committee, by certified or registered  mail addressed to his last
          known  address  of  record  with the  Advisory  Committee  or the
          Employer, must notify any Participant, or Beneficiary, that he is
          entitled to a distribution under this Plan. The notice must quote
          the provisions  of this  Section 9.14  and otherwise  must comply
          with the notice requirements  of Article VI. If  the Participant,
          or Beneficiary, fails to claim his distributive share or make his
          whereabouts known in  writing to the Advisory Committee  within 6
          months  from  the date  of mailing  of  the notice,  the Advisory
          Committee will treat the Participant's or Beneficiary's unclaimed
          payable  Accrued Benefit  as  forfeited and  will reallocate  the
          unclaimed  payable  Accrued Benefit  in  accordance with  Section
          3.05. A forfeiture under  this paragraph will occur at the end of
          the  notice period  or, if  later, the  earliest date  applicable
          Treasury  regulations  would   permit  the  forfeiture.   Pending
          forfeiture, the  Advisory Committee, following the  expiration of
          the  notice  period, may  direct  the  Trustee  to segregate  the
          Nonforfeitable  Accrued Benefit  in a  segregated Account  and to
          invest  that  segregated Account  in  Federally insured  interest
<PAGE>






          bearing savings accounts or time deposits (or in a combination of
          both), or in other fixed income investments.

               If  a   Participant  or  Beneficiary  who   has  incurred  a
          forfeiture of  his Accrued Benefit  under the  provisions of  the
          first paragraph of this Section 9.14 makes a claim, at  any time,
          for his  forfeited Accrued  Benefit, the Advisory  Committee must
          restore  the  Participant's  or Beneficiary's  forfeited  Accrued
          Benefit to  the same dollar  amount as  the dollar amount  of the
          Accrued  Benefit forfeited,  unadjusted for  any gains  or losses
          occurring subsequent  to the date of the forfeiture. The Advisory
          Committee will make the restoration during the Plan Year in which
          the Participant or  Beneficiary makes the  claim, first from  the
          amount, if any, of Participant forfeitures the Advisory Committee
          otherwise would allocate for the Plan Year, then from the amount,
          if  any, of the Trust  Fund net income or gain  for the Plan Year
          and  then from  the amount,  or additional  amount, the  Employer
          contributes to enable the Advisory Committee to make the required
          restoration. The  Advisory Committee  must direct the  Trustee to
          distribute  the Participant's  or Beneficiary's  restored Accrued
          Benefit to him not later than 60 days after the close of the Plan
          Year  in  which the  Advisory  Committee  restores the  forfeited
          Accrued Benefit.  The forfeiture provisions of  this Section 9.14
          apply solely to the Participant's or to the Beneficiary's Accrued
          Benefit derived from Employer contributions. 

              *   *   *   *   *   *   *   *   *   *   *   *   *   *   *
<PAGE>






                                      ARTICLE X 
                        CUSTODIAN/TRUSTEE, POWERS AND DUTIES 


               10.01     ACCEPTANCE. The Trustee  accepts the Trust created
          under the Plan and agrees to perform the obligations imposed. The
          Trustee must  provide bond  for the  faithful performance of  its
          duties under the Trust to the extent required by ERISA.

               10.02     RECEIPT   OF   CONTRIBUTIONS.   The   Trustee   is
          accountable to  the Employer for the  funds contributed to  it by
          the  Employer,  but does  not  have  any  duty to  see  that  the
          contributions received  comply with  the provisions of  the Plan.
          The  Trustee is not obliged to collect any contributions from the
          Employer, nor is obliged to see  that funds deposited with it are
          deposited according to the provisions of the Plan. 

               10.03     INVESTMENT POWERS. 

          [A]  Discretionary  Trustee  Designation.  If  the  Employer,  in
          Adoption  Agreement  Section  1.02,  designates  the  Trustee  to
          administer the Trust as a discretionary Trustee, then the Trustee
          has  full discretion and authority with  regard to the investment
          of the  Trust Fund, except with respect to a Plan asset under the
          control or  direction of a properly  appointed Investment Manager
          or with respect  to a  Plan asset properly  subject to  Employer,
          Participant or  Advisory Committee  direction of investment.  The
          Trustee must coordinate its investment policy with Plan financial
          needs  as  communicated  to it  by  the  Advisory  Committee. The
          Trustee  is  authorized   and  empowered,  but  not   by  way  of
          limitation, with the following powers, rights and duties: 

               (a)  To invest  any part or  all of  the Trust  Fund in  any
               common or  preferred stocks,  open-end or closed-end  mutual
               funds (including mutual funds established and  maintained as
               collective  investment  funds  for  trust  accounts  by  the
               Trustee  or its affiliate), put and call options traded on a
               national  exchange,  United  States retirement  plan  bonds,
               corporate   bonds,   debentures,   convertible   debentures,
               commercial paper, U.S.  Treasury Bills, U.S. Treasury  notes
               and  other  direct or  indirect  obligations  of the  United
               States  Government or its  agencies, improved  or unimproved
               real  estate   situated  in   the  United   States,  limited
               partnerships,  insurance contracts  of any  type, mortgages,
               notes, including but not limited  to master notes, or  other
               property  of any  kind, real or  personal or  mixed, whether
               tangible or  intangible or productive  of income, to  buy or
               sell  options on  common  stock on  a nationally  recognized
               exchange  with  or  without  holding  the underlying  common
               stock, to  buy and  sell commodities, commodity  options and
               contracts  for the  future delivery  of commodities,  and to
               make any other investments the Trustee deems appropriate, as
               a prudent  man would  do under  like circumstances  with due
               regard for the purposes  of this Plan.  Any  investment made
<PAGE>






               or retained by the Trustee in good faith is proper but  must
               be of  a kind  constituting a diversification  considered by
               law suitable for trust investments.

               (b)  To retain in  cash so much of the Trust  Fund as it may
               deem  advisable to satisfy  the liquidity needs  of the Plan
               and to deposit  any cash held  in the Trust  fund in a  bank
               account at reasonable interest and to hold uninvested at any
               time,  without   liability  for  interest   thereon  for   a
               reasonable period  of time, any amount of  money received by
               the  Trustee or  raised  by the  Trustee  from the  sale  of
               investments  or otherwise  until same  can be  reinvested or
               disbursed. 

               (c)  To  invest,  if  the  Trustee  is  a  bank  or  similar
               financial institution supervised by  the United States or by
               a State, in any type of deposit of the Trustee (or of a bank
               related  to   the  Trustee   within  the  meaning   of  Code
               Sect.414(b)) at a reasonable rate of interest or in a common
               trust  fund,   as  described  in  Code  Sect.584,  or  in  a
               collective  investment fund, the  provisions of which govern
               the   investment  of   such  assets   and  which   the  Plan
               incorporates by  this reference,  which the Trustee  (or its
               affiliate,  as   defined   in  Code   Sect.1504)   maintains
               exclusively   for   the  collective   investment   of  money
               contributed by the  bank (or the affiliate)  in its capacity
               as  trustee  and  which  conforms   to  the  rules  of   the
               Comptroller of the Currency.

               (d)  To  manage, sell,  contract to  sell, grant  options to
               purchase,  convey,  exchange,  transfer,  abandon,  improve,
               repair, insure, lease for any term even though commencing in
               the  future or extending beyond  the term of  the Trust, and
               otherwise deal with  all property, real or personal, in such
               manner,  for  such  considerations  and on  such  terms  and
               conditions as the Trustee decides. 

               (e)  To credit and distribute  the Trust as directed by  the
               Advisory Committee. The Trustee is not obliged to inquire as
               to  whether  any payee  or  distributee is  entitled  to any
               payment or whether the distribution is proper or  within the
               terms of the Plan, or as to the manner of making any payment
               or  distribution. The  Trustee  is accountable  only to  the
               Advisory Committee  for any payment or  distribution made by
               it in good  faith on the order or  direction of the Advisory
               Committee.

               (f)  To   borrow  money,  to   assume  indebtedness,  extend
               mortgages and encumber by mortgage or pledge. 

               (g)  To compromise, contest, arbitrate or abandon claims and
               demands, in its discretion.
<PAGE>






               (h)  To have with respect to the Trust all of the rights  of
               an individual owner, including the power to give proxies, to
               participate in any voting trusts, mergers, consolidations or
               liquidations, and to exercise or sell stock subscriptions or
               conversion rights.

               (i)  To lease for oil, gas and other mineral purposes and to
               create mineral  severances by grant or  reservation; to pool
               or  unitize interests in oil, gas and other minerals; and to
               enter into operating agreements  and to execute division and
               transfer orders.

               (j)  To hold any securities or other property in the name of
               the  Trustee  or its  nominee,  with  depositories or  agent
               depositories, in  Federal Reserve Book-Entry or  bearer form
               or  in another form as  it may deem  best without disclosing
               the relationship. 

               (k)  To  perform  any and  all  other acts  in  its judgment
               necessary  or appropriate  for the  proper  and advantageous
               management, investment and distribution of the Trust.

               (l)  To retain any funds or property subject to  any dispute
               without  liability  for  the  payment of  interest,  and  to
               decline to make payment or delivery of the funds or property
               until final  adjudication is  made by  a court  of competent
               jurisdiction.

               (m)  To file all tax returns required of the Trustee.

               (n)  Nothing herein contained shall  impair the right of the
               Trustee to  a judicial settlement,  in any state  or federal
               court of competent  jurisdiction, of  any account  including
               the final accounting, rendered by the Trustee.

               (o)  To begin,  maintain or defend any  litigation necessary
               in connection  with the  administration of the  Plan, except
               that the Trustee is not obliged or required  to do so unless
               indemnified to its satisfaction. 

               (p)  To  invest any  of  the funds  of  the Trust  into  the
               Retirement   Investment  Trust,   or  any   other  open-end,
               diversified, management investment company that is specified
               in an addendum to the Employer's Adoption Agreement and that
               offers  collective investment funds  for retirement accounts
               as to which Texas Commerce Bank National Association or  any
               affiliated bank serves as a trustee.

               (q)  To  exercise  all  the  rights,  powers,   options  and
               privileges  now  or  hereafter  granted  to  trustees  under
               applicable state  law (as defined in  Section 12.07), except
               such  as conflict with the terms of  the Plan or ERISA.  The
               Trustee shall  have, hold, manage, control,  use, invest and
               reinvest, disburse and dispose  of the Trust Fund as  if the
<PAGE>






               Trustee were the owner  thereof in fee simple instead  of in
               trust,  subject only  to  such limitations  as are  required
               under  applicable state  law (as  defined in  Section 12.07)
               that cannot be waived, and subject to ERISA.

          [B]    Nondiscretionary   Trustee    Designation/Appointment   of
          Custodian.  If the  Employer, in  its Adoption  Agreement Section
          1.02,  designates  the  Trustee  to administer  the  Trust  as  a
          nondiscretionary  Trustee, then  the  Trustee will  not have  any
          discretion or  authority with  regard  to the  investment of  the
          Trust Fund,  but must act  solely as  a directed  trustee of  the
          funds contributed to it.  A nondiscretionary Trustee, as directed
          trustee  of the  funds held by  it under the  Employer's Plan, is
          authorized  and  empowered,  by   way  of  limitation,  with  the
          following  powers,   rights  and   duties,  each  of   which  the
          nondiscretionary Trustee exercises solely as directed trustee  in
          accordance  with the  written  direction of  the Named  Fiduciary
          (except to  the extent a Plan asset is subject to the control and
          management of a properly  appointed Investment Manager or subject
          to Advisory Committee or Participant direction of investment):

               (a)  To invest  any part  or all  of the  Trust Fund  in any
               common or  preferred stocks, open-end  or closed-end  mutual
               funds (including mutual funds  established and maintained as
               collective  investment  funds  for  trust  accounts  by  the
               Trustee  or its affiliate), put and call options traded on a
               national  exchange,  United  States  retirement  plan bonds,
               corporate   bonds,   debentures,   convertible   debentures,
               commercial paper,  U.S. Treasury Bills, U.S.  Treasury notes
               and  other  direct or  indirect  obligations  of the  United
               States Government  or its  agencies, improved  or unimproved
               real   estate  situated   in  the  United   States,  limited
               partnerships,  insurance contracts  of any  type, mortgages,
               notes, including or  not limited to  master notes, or  other
               property of  any kind,  real or  personal or  mixed, whether
               tangible  or intangible or  productive of income,  to buy or
               sell  options on  common  stock on  a nationally  recognized
               exchange  with  or  without holding  the  underlying  common
               stock, to  buy and  sell commodities, commodity  options and
               contracts  for the  future delivery  of commodities,  and to
               make  any   other  investments  the  Named  Fiduciary  deems
               appropriate.

               (b) To retain in cash so much of the Trust Fund as the Named
               Fiduciary may  direct in writing to  satisfy liquidity needs
               of  the Plan and to deposit any  cash held in the Trust Fund
               in  a  bank  account  at   reasonable  interest,  including,
               specific authority to invest  in any type of deposit  of the
               Trustee  (or of  a bank  related to  the Trustee  within the
               meaning of Code Section 414(b) at reasonable interest and to
               hold uninvested  at  any  time  as  directed  by  the  Named
               Fiduciary,  without liability  for  interest  thereon for  a
               reasonable period of  time, any amount of  money received by
               the  Trustee or  raised  by the  Trustee  from the  sale  of
<PAGE>






               investments  or otherwise  until same  can be  reinvested or
               disbursed.

               (c) To sell,  contract to sell,  grant options to  purchase,
               convey,  exchange,  transfer,   abandon,  improve,   repair,
               insure, lease  for any  term even though  commencing in  the
               future or  extending  beyond  the term  of  the  Trust,  and
               otherwise deal with all property,  real or personal, in such
               manner,  for  such  considerations  and on  such  terms  and
               conditions as the Named Fiduciary directs in writing.

               (d)  To credit and distribute  the Trust as  directed by the
               Advisory Committee. The Trustee is not obliged to inquire as
               to  whether any  payee  or distributee  is  entitled to  any
               payment  or whether the distribution is proper or within the
               terms of the Plan, or as to the manner of making any payment
               or  distribution. The  Trustee  is accountable  only to  the
               Advisory Committee  for any payment or  distribution made by
               it in good faith on the  order or direction of the  Advisory
               Committee.

               (e)  To   borrow  money,  to  assume   indebtedness,  extend
               mortgages and encumber by mortgage or pledge. 

               (f)  To have with respect to the  Trust all of the rights of
               an individual owner, including the power to give proxies, to
               participate in any voting trusts, mergers, consolidations or
               liquidations, and to exercise or sell stock subscriptions or
               conversion rights, provided the  exercise of any such powers
               is  in accordance with and  at the written  direction of the
               Named Fiduciary.

               (g) To lease for oil, gas and other mineral  purposes and to
               create mineral  severances by grant or  reservation; to pool
               or  unitize interests in oil, gas and other minerals; and to
               enter into operating agreements  and to execute division and
               transfer orders, provided the exercise of any such powers is
               in accordance with and at the written direction of the Named
               Fiduciary.

               (h) To hold  any securities or other property in the name of
               the   nondiscretionary   Trustee   or   its   nominee,  with
               depositories or agent depositories, in Federal Reserve Book-
               Entry  or  bearer  form or  in  another  form  as the  Named
               Fiduciary  may deem  best,  with or  without disclosing  the
               custodial relationship.

               (i) To retain any  funds or property subject to  any dispute
               without  liability  for  the  payment of  interest,  and  to
               decline to make payment or delivery of the funds or property
               until  a   court  of  competent   jurisdiction  makes  final
               adjudication.

               (j) To file all tax returns required of the Trustee.
<PAGE>






               (k) Nothing  herein contained shall impair the  right of the
               nondiscretionary Trustee  to a judicial  settlement, in  any
               state  or federal  court of  competent jurisdiction,  of any
               account  including  the final  accounting,  rendered by  the
               nondiscretionary Trustee.

               (l) To begin, maintain or defend any litigation necessary in
               connection with the administration  of the Plan, except that
               the  Trustee  is not  obliged or  required  to do  so unless
               indemnified to its satisfaction. 

               (m)  To  exercise  all   the  rights,  powers,  options  and
               privileges  now  or  hereafter  granted  to  trustees  under
               applicable state  law (as defined in  Section 12.07), except
               such as conflict with the  terms of the Plan or ERISA.   The
               Trustee shall  have, hold, manage, control,  use, invest and
               reinvest, disburse and dispose  of the Trust Fund as  if the
               Trustee were the owner  thereof in fee simple instead  of in
               trust,  subject only  to  such limitations  as are  required
               under  applicable state  law (as  defined in  Section 12.07)
               that cannot be waived, and subject to ERISA.

               (n)  To  invest any  of  the funds  of  the Trust  into  the
               Retirement   Investment  Trust,   or  any   other  open-end,
               diversified, management investment company that is specified
               in an addendum to the Employer's Adoption Agreement and that
               offers  collective investment funds  for retirement accounts
               as to which Texas Commerce Bank National Association or  any
               affiliated bank serves as a trustee.

               Appointment  of  Custodian.  The   Employer  may  appoint  a
          Custodian  under  the  Plan,  the  acceptance  by  the  Custodian
          indicated  on  the  execution  page of  the  Employer's  Adoption
          Agreement. If  the Employer appoints a  Custodian, the Employer's
          Plan must have  a discretionary Trustee, as  described in Section
          10.03[A]. A Custodian has the same powers, rights and duties as a
          nondiscretionary Trustee, as described in this Section  10.03[B].
          The  Custodian accepts  the  terms  of  the  Plan  and  Trust  by
          executing the Employer's Adoption Agreement. Any reference in the
          Plan to  a Trustee also is  a reference to a  Custodian where the
          context  of the  Plan  dictates. A  limitation  of the  Trustee's
          liability  by Plan  provision also  acts as  a limitation  of the
          Custodian's  liability. Any action taken  by the Custodian at the
          discretionary Trustee's direction satisfies any provision in  the
          Plan referring to the Trustee's taking that action.
<PAGE>






               Modification of Powers/Limited Responsibility.  The Employer
          and  the   Custodian  or  nondiscretionary   Trustee,  by  letter
          agreement,   may   limit  the   powers   of   the  Custodian   or
          nondiscretionary  Trustee  to any  combination  of powers  listed
          within  this Section  10.03[B].  If there  is  a Custodian  or  a
          nondiscretionary  Trustee  under  the Employer's  Plan,  then the
          Employer,  in adopting  this Plan  acknowledges the  Custodian or
          nondiscretionary Trustee  has no  discretion with respect  to the
          investment  or  re-investment  of  the Trust  Fund  and  that the
          Custodian  or  nondiscretionary  Trustee   is  acting  solely  as
          custodian  or as  directed  trustee with  respect  to the  assets
          comprising the Trust Fund. 
           
          [C] Limitation of Powers of Certain Custodians. If a Custodian is
          a bank which,  under its  governing state law,  does not  possess
          trust  powers, then paragraphs (a), (c), (e), (f), (g) of Section
          10.03[B], Section 10.16 and Article XI do not apply to  that bank
          and  that bank only has  the power and  authority to exercise the
          remaining powers, rights and duties under Section 10.03[B].

          [D]  Named Fiduciary/Limitation of  Liability of Nondiscretionary
          Trustee   or  Custodian.   Under   a   nondiscretionary   Trustee
          designation, the  Named Fiduciary  under the Employer's  Plan has
          the sole  responsibility for  the management and  control of  the
          Employer's  Trust Fund, except with respect to a Plan asset under
          the  control  or direction  of  a  properly appointed  Investment
          Manager  or  with respect  to a  Plan  asset properly  subject to
          Participant or Advisory Committee direction of investment. If the
          Employer  appoints  a  Custodian,  the  Named  Fiduciary  is  the
          discretionary   Trustee.   Under   a   nondiscretionary   Trustee
          designation, unless  the Employer  designates in  writing another
          person  or  persons  to  serve  as  Named  Fiduciary,  the  Named
          Fiduciary  under  the  Plan  is  the  president  of  a  corporate
          Employer,  the managing partner of  a partnership Employer or the
          sole  proprietor,  as  appropriate.  The  Named   Fiduciary  will
          exercise its management and control of the Trust Fund through its
          written  direction  to the  nondiscretionary  Trustee  or to  the
          Custodian, whichever applies to the Employer's Plan. 
<PAGE>






               The  nondiscretionary Trustee  or Custodian  has no  duty to
          review or  to make recommendations regarding  investments made at
          the   written    direction   of   the   Named    Fiduciary.   The
          nondiscretionary  Trustee or Custodian must retain any investment
          obtained at  the written direction  of the Named  Fiduciary until
          further  directed in writing by the Named Fiduciary to dispose of
          such investment. The nondiscretionary Trustee or Custodian is not
          liable in any manner or for  any reason for making, retaining  or
          disposing  of any  investment pursuant  to any  written direction
          described in this paragraph.  Furthermore, the Employer agrees to
          indemnify and  to hold the nondiscretionary  Trustee or Custodian
          harmless  from  any   damages,  costs   or  expenses,   including
          reasonable counsel  fees, which  the nondiscretionary Trustee  or
          Custodian may incur as a result of any claim asserted against the
          nondiscretionary Trustee, the Custodian  or the Trust arising out
          of the nondiscretionary Trustee's or Custodian's compliance  with
          any written direction described in this paragraph.

          [E]  Participant  Loans.   This  Section  10.03[E]   specifically
          authorizes the Trustee to make loans on a nondiscriminatory basis
          to a Participant or to a Beneficiary  in accordance with the loan
          policy established  by the Advisory Committee,  provided: (1) the
          loan policy satisfies the requirements of Section 9.04; (2) loans
          are  available  to  all   Participants  and  Beneficiaries  on  a
          reasonably equivalent basis  and are not  available in a  greater
          amount for Highly Compensated Employees than for other Employees;
          (3) any loan is adequately secured and bears a reasonable rate of
          interest; (4) the loan provides for repayment within a  specified
          time; (5) the default  provisions of the note prohibit  offset of
          the  Participant's Nonforfeitable  Accrued  Benefit prior  to the
          time  the Trustee  otherwise would  distribute the  Participant's
          Nonforfeitable  Accrued Benefit; (6) the amount  of the loan does
          not exceed  (at the time  the Plan extends the  loan) the present
          value of  the Participant's  Nonforfeitable Accrued Benefit;  and
          (7) the loan otherwise conforms to the exemption provided by Code
          Sect.4975(d)(1).  If  the  joint  and  survivor  requirements  of
          Article VI  apply to  the  Participant, the  Participant may  not
          pledge any portion of his Accrued Benefit as  security for a loan
          made  after August  18, 1985,  unless, within  the 90  day period
          ending   on  the   date   the  pledge   becomes  effective,   the
          Participant's spouse, if any, consents (in a manner  described in
          Section 6.05 other  than the requirement relating to  the consent
          of  a subsequent spouse) to the security or, by separate consent,
          to an increase  in the amount of security. If  the Employer is an
          unincorporated trade or business, a Participant who  is an Owner-
          Employee may  not receive  a loan  from the Plan,  unless he  has
          obtained a prohibited  transaction exemption from the  Department
          of  Labor. If the Employer  is an "S  Corporation," a Participant
          who is a shareholder-employee (an employee or an officer) who, at
          any time during the  Employer's taxable year, owns more  than 5%,
          either directly  or by attribution under  Code Sect.318(a)(1), of
          the  Employer's outstanding stock may not receive a loan from the
          Plan, unless  he has obtained a  prohibited transaction exemption
          from  the  Department  of  Labor.  If  the  Employer  is  not  an
<PAGE>






          unincorporated  trade or  business nor  an "S  Corporation," this
          Section 10.03[E] does not impose any restrictions on the class of
          Participants eligible for a loan from the Plan.

          [F] Investment in  qualifying Employer securities and  qualifying
          Employer real  property. The  investment options in  this Section
          10.03[F]  include the  ability to  invest in  qualifying Employer
          securities or  qualifying Employer  real property, as  defined in
          and   as  limited  by  ERISA.   If  the  Employer's   Plan  is  a
          Nonstandardized profit sharing plan, it may elect in its Adoption
          Agreement to  permit  the  aggregate  investments  in  qualifying
          Employer securities  and in qualifying Employer  real property to
          exceed 10%  of the value of  Plan assets.   Unless the qualifying
          Employer   Securities  are  readily   traded  on  an  established
          securities  market,  the Named  Fiduciary  shall  obtain from  an
          "independent   appraiser,"  within   the   meaning   of   Section
          401(a)(28)(C) of the Code, an  annual appraisal of such qualified
          Employer Securities with respect to activities carried  on by the
          Plan.  A  copy of such independent appraisal shall be attached to
          this Agreement each year.

               10.04     RECORDS  AND  STATEMENTS.    The  records  of  the
          Trustee pertaining to  the Plan must be open to the inspection of
          the Plan  Administrator, the Advisory Committee  and the Employer
          at  all reasonable times and may be  audited from time to time by
          any  person or  persons as  the Employer,  Plan Administrator  or
          Advisory  Committee  may specify  in  writing.  The Trustee  must
          furnish  the  Plan  Administrator  or  Advisory   Committee  with
          whatever  information  relating  to   the  Trust  Fund  the  Plan
          Administrator or Advisory Committee considers necessary. 

               10.05     FEES  AND  EXPENSES   FROM  FUND.  A   Trustee  or
          Custodian will  receive reasonable annual compensation  as may be
          agreed  upon from  time  to time  between  the Employer  and  the
          Trustee  or Custodian. No person  who is receiving  full pay from
          the Employer may receive compensation for services  as Trustee or
          as Custodian. The  Trustee will pay from the Trust  Fund all fees
          and  expenses reasonably incurred by the Plan, to the extent such
          fees   and  expenses   are   for  the   ordinary  and   necessary
          administration  and operation  of the  Plan, unless  the Employer
          pays such fees and expenses. Any fee or expense paid, directly or
          indirectly,  by the Employer  is not an  Employer contribution to
          the Plan, provided the fee or expense relates to the ordinary and
          necessary administration of the Fund. If all or a  portion of the
          Trust  is invested by  the Trustee  in the  Retirement Investment
          Trust, then  funds from the Trust  that are so  invested shall be
          subject  to the compensation and  expenses that are  set forth in
          the then-effective Prospectus of the Retirement Investment Trust,
          which will be provided to the Employer when  funds from the Trust
          are  so invested.   The  provisions of  this Section  10.05 shall
          equally  apply  to  any  other  open-end,  diversified management
          company described in Section 10.03[A](p).
<PAGE>






               10.06     PARTIES   TO   LITIGATION.  Except   as  otherwise
          provided by ERISA, no  Participant or Beneficiary is a  necessary
          party or is required  to receive notice of  process in any  court
          proceeding involving the Plan, the Trust Fund or any fiduciary of
          the  Plan. Any final judgment  entered in any  proceeding will be
          conclusive  upon   the  Employer,  the  Plan  Administrator,  the
          Advisory  Committee, the  Trustee,  Custodian,  Participants  and
          Beneficiaries. 

               10.07     PROFESSIONAL  AGENTS. The  Trustee may  employ and
          pay  from  the   Trust Fund reasonable  compensation  to  agents,
          attorneys, accountants and other persons to advise the Trustee as
          in its  opinion may be necessary. The Trustee may delegate to any
          agent, attorney,  accountant or other  person selected by  it any
          non-Trustee  power or  duty vested  in it  by the  Plan, and  the
          Trustee may act or refrain  from acting on the advice or  opinion
          of any agent, attorney, accountant or other person so selected. 

               10.08     DISTRIBUTION OF CASH OR PROPERTY.  The Trustee may
          make distribution  under the Plan in cash or  property, or partly
          in each, at its  fair market value as determined by  the Trustee.
          For  purposes  of  a  distribution  to  a  Participant  or  to  a
          Participant's   designated   Beneficiary  or   surviving  spouse,
          "property" includes a Nontransferable Annuity  Contract, provided
          the contract satisfies the requirements of this Plan.

               10.09     DISTRIBUTION  DIRECTIONS.  If  no  one   claims  a
          payment  or distribution made from   the Trust,  the Trustee must
          promptly notify  the Advisory Committee  and then dispose  of the
          payment  in  accordance  with  the subsequent  direction  of  the
          Advisory Committee. 

               10.10     THIRD PARTY/MULTIPLE TRUSTEES.  No person  dealing
          with the Trustee is obligated to see to the proper application of
          any  money paid  or  property delivered  to  the Trustee,  or  to
          inquire  whether the  Trustee has  acted pursuant  to any  of the
          terms of the  Plan. Each person dealing with the  Trustee may act
          upon any  notice, request  or representation  in  writing by  the
          Trustee,  or by the Trustee's  duly authorized agent,  and is not
          liable to any person in so acting. The certificate of the Trustee
          that it is  acting in accordance with the Plan will be conclusive
          in favor of  any person relying on the certificate.  If more than
          two persons act  as Trustee, a decision  of the majority of  such
          persons  controls  with respect  to  any  decision regarding  the
          administration  or investment of the Trust Fund or of any portion
          of  the Trust  Fund with  respect to  which  such persons  act as
          Trustee. However,  the signature of only one Trustee is necessary
          to effect any transaction on behalf of the Trust.
<PAGE>






               10.11     RESIGNATION. The Trustee  or Custodian may  resign
          its  position at  any time  by giving 30 days' written  notice in
          advance to the  Employer and  to the Advisory  Committee. If  the
          Employer fails to appoint  a successor Trustee within 60  days of
          its  receipt of the Trustee's written  notice of resignation, the
          Trustee will  treat the  Employer as having  appointed itself  as
          Trustee and as  having filed its  acceptance of appointment  with
          the former  Trustee. The  Employer, in  its sole  discretion, may
          replace  a  Custodian.  If  the  Employer  does   not  replace  a
          Custodian, the  discretionary Trustee  will assume  possession of
          Plan assets held by the former Custodian.

               10.12     REMOVAL. The  Employer, by giving 30 days' written
          notice  in  advance to  the Trustee,  may  remove any  Trustee or
          Custodian.  In the  event  of the  resignation  or removal  of  a
          Trustee,  the Employer  must appoint  a successor  Trustee  if it
          intends to continue  the Plan. If  two or more  persons hold  the
          position  of Trustee,  in the  event of the  removal of  one such
          person,  during  any period  the  selection of  a  replacement is
          pending, or during any period such  person is unable to serve for
          any  reason,  the remaining  person or  persons  will act  as the
          Trustee.

               10.13     INTERIM   DUTIES   AND  SUCCESSOR   TRUSTEE.  Each
          successor Trustee succeeds  to the title to  the Trust vested  in
          his  predecessor  by  accepting  in writing  his  appointment  as
          successor  Trustee and by  filing the acceptance  with the former
          Trustee and the Advisory Committee without the signing or  filing
          of any  further statement. The resigning or removed Trustee, upon
          receipt  of acceptance in writing  of the Trust  by the successor
          Trustee,  must execute all documents and do all acts necessary to
          vest the title of record in any successor Trustee. Each successor
          Trustee  has and enjoys all of the powers, both discretionary and
          ministerial, conferred under this Agreement upon his predecessor.
          A  successor  Trustee is  not personally  liable  for any  act or
          failure  to act of  any predecessor  Trustee, except  as required
          under ERISA. With the  approval of the Employer and  the Advisory
          Committee,  a successor  Trustee, with  respect to the  Plan, may
          accept the account rendered and the property delivered to it by a
          predecessor   Trustee  without   incurring   any   liability   or
          responsibility for so doing. 

               10.14     VALUATION  OF TRUST.  The Trustee  must value  the
          Trust Fund  as of each   Accounting  Date to  determine the  fair
          market value of each Participant's Accrued Benefit  in the Trust.
          The  Trustee also  must  value  the  Trust  Fund  on  such  other
          valuation dates  as directed in writing by the Advisory Committee
          or as required by the Employer's Adoption Agreement. 
<PAGE>






               10.15     LIMITATION ON LIABILITY  - IF INVESTMENT  MANAGER,
          ANCILLARY TRUSTEE OR INDEPENDENT FIDUCIARY APPOINTED. The Trustee
          is not liable for the acts or omissions of any Investment Manager
          the  Advisory Committee may appoint, nor is the Trustee under any
          obligation  to invest or otherwise  manage any asset  of the Plan
          which  is  subject to  the  management  of  a properly  appointed
          Investment Manager.  The Advisory Committee, the  Trustee and any
          properly  appointed  Investment   Manager  may execute  a  letter
          agreement  as  a  part  of  this  Plan  delineating  the  duties,
          responsibilities and  liabilities of the Investment  Manager with
          respect to  any part of the  Trust Fund under the  control of the
          Investment Manager.  

               The limitation on liability  described in this Section 10.15
          also applies to the acts or omissions of any ancillary trustee or
          independent fiduciary  properly appointed under  Section 10.17 of
          the Plan.  However, if a  discretionary Trustee, pursuant  to the
          delegation  described in Section  10.17 of the  Plan, appoints an
          ancillary trustee, the  discretionary Trustee is responsible  for
          the periodic review of  the ancillary trustee's actions and  must
          exercise its delegated authority in  accordance with the terms of
          the Plan and in a manner consistent with ERISA. The Employer, the
          discretionary  Trustee and  an  ancillary trustee  may execute  a
          letter   agreement  as  a  part  of  this  Plan  delineating  any
          indemnification agreement between the parties.

               10.16     INVESTMENT IN GROUP TRUST  FUND. The Employer,  by
          adopting this Plan, specifically authorizes the Trustee to invest
          all or any portion of the assets comprising the Trust Fund in any
          group trust fund which at the time of the investment provides for
          the  pooling  of  the  assets  of   plans  qualified  under  Code
          Sect.401(a). This  authorization applies solely to  a group trust
          fund  exempt from taxation  under Code Sect.501(a)  and the trust
          agreement of  which satisfies the requirements  of Revenue Ruling
          81-100.  The provisions  of the  group trust  fund agreement,  as
          amended  from time to  time, are  by this  reference incorporated
          within this Plan  and Trust.  The provisions of  the group  trust
          fund will govern any investment of Plan assets  in that fund. The
          Employer must specify in an  attachment to its adoption agreement
          the group trust fund(s)  to which this authorization  applies. If
          the  Trustee  is  acting   as  a  nondiscretionary  Trustee,  the
          investment   in  the  group  trust  fund  is  available  only  in
          accordance with a  proper direction, by  the Named Fiduciary,  in
          accordance with  Section 10.03[B].  Pursuant to paragraph  (c) of
          Section  10.03[A] of  the Plan,  a Trustee  has the  authority to
          invest in  certain common  trust funds and  collective investment
          funds without  the need for the authorizing addendum described in
          this Section 10.16.
<PAGE>






               Furthermore, at  the Employer's direction, the  Trustee, for
          collective investment  purposes, may combine into  one trust fund
          the  Trust created under this  Plan with the  Trust created under
          any other  qualified  retirement  plan  the  Employer  maintains.
          However, the  Trustee must  maintain separate records  of account
          for the assets  of each Trust  in order to reflect  properly each
          Participant's  Accrued Benefit under the plan(s) in which he is a
          Participant.

               10.17     APPOINTMENT  OF  ANCILLARY TRUSTEE  OR INDEPENDENT
          FIDUCIARY. The Employer,  in writing,  may appoint any  person in
          any  State  to  act  as  ancillary  trustee  with  respect  to  a
          designated  portion  of the  Trust Fund,  subject to  the consent
          required  under  Section 1.02  if the  Master  Plan Sponsor  is a
          financial institution.  An ancillary trustee must  acknowledge in
          writing  its  acceptance of  the  terms  and  conditions  of  its
          appointment as  ancillary trustee and its  fiduciary status under
          ERISA. The ancillary trustee has  the rights, powers, duties  and
          discretion  as   the  Employer  may  delegate,   subject  to  any
          limitations or  directions specified in the instrument evidencing
          appointment of the ancillary trustee and to the terms of the Plan
          or of ERISA.  The investment  powers delegated  to the  ancillary
          trustee may include any investment powers available under Section
          10.03 of  the Plan including the  right to invest  any portion of
          the assets of the Trust Fund in a common trust fund, as described
          in  Code Sect.584,  or  in any  collective  investment fund,  the
          provisions of  which  govern the  investment of  such assets  and
          which  the Plan incorporates by  this reference, but  only if the
          ancillary  trustee is  a  bank or  similar financial  institution
          supervised by the United States or  by a State and the  ancillary
          trustee  (or  its  affiliate,   as  defined  in  Code  Sect.1504)
          maintains  the common  trust fund  or collective  investment fund
          exclusively for the collective investment of money contributed by
          the ancillary trustee  (or its affiliate)  in a trustee  capacity
          and  which  conforms  to the  rules  of  the  Comptroller of  the
          Currency. The Employer also may appoint as  an ancillary trustee,
          the  trustee of  any group trust  fund designated  for investment
          pursuant to the provisions of Section 10.16 of the Plan.

               The ancillary trustee may resign its position at any time by
          providing  at  least  30  days'  advance  written  notice to  the
          Employer, unless the Employer waives this notice requirement. The
          Employer,  in writing,  may remove  an ancillary  trustee  at any
          time.  In the event of  resignation or removal,  the Employer may
          appoint  another  ancillary trustee,  return  the  assets to  the
          control and management of  the Trustee or receive such  assets in
          the capacity  of ancillary trustee. The Employer may delegate its
          responsibilities  under  this  Section 10.17  to  a discretionary
          Trustee  under the Plan, but not to a nondiscretionary Trustee or
          to a  Custodian, subject to  the acceptance by  the discretionary
          Trustee of that delegation.
<PAGE>






               If the U.S. Department  of Labor ("the Department") requires
          engagement  of  an  independent  fiduciary  to  have  control  or
          management of all or  a portion of the  Trust Fund, the  Employer
          will  appoint  such independent  fiduciary,  as  directed by  the
          Department.  The  independent  fiduciary  will have  the  duties,
          responsibilities and powers prescribed by the Department and will
          exercise those duties, responsibilities and powers  in accordance
          with the  terms, restrictions  and conditions established  by the
          Department  and, to the  extent not inconsistent  with ERISA, the
          terms of  the Plan.  The  independent fiduciary  must accept  its
          appointment  in writing  and  must acknowledge  its  status as  a
          fiduciary of the Plan.

               10.18     EVIDENCE OF  ACTION  BY ADVISORY  COMMITTEE.   Any
          action to be taken or  any direction to be given by  the Advisory
          Committee shall be taken or given by written instrument signed on
          behalf  of  the  Advisory  Committee by  the  person  or  persons
          designated  by  the  Advisory  Committee  to  give  notification,
          instructions  or advice to the Trustee, as  the case may be.  The
          chairman of the Advisory  Committee shall certify to the  Trustee
          the name or  names of any  person or  persons designated to  give
          notifications, instructions or advice to the  Trustee.  Until the
          Advisory  Committee notifies the Trustee that  any such person is
          no longer  authorized  to act  for  the Advisory  Committee,  the
          Trustee may continue to rely on the authority of such person.

          The  Trustee may rely  upon any certificate,  notice or direction
          purporting  to  have  been  signed  on  behalf  of  the  Advisory
          Committee which the Trustee  believes to have been signed  by the
          person or persons authorized to act for the Advisory Committee. 

          In the  event that any dispute  shall arise as to  the persons to
          whom payment of any funds or delivery of any assets shall be made
          by the Trustee, the Trustee may withhold such payment or delivery
          until  such  dispute shall  have been  determined  by a  court of
          competent jurisdiction or shall have been settled  by the parties
          concerned.

          The Employer hereby  agrees to indemnify the  Trustee against any
          and all claims,  liabilities, costs or  expenses incurred by  the
          Trustee  resulting  from the  breach or  an  alleged breach  of a
          fiduciary duty  to the Plan  by a  party other than  the Trustee,
          including   but   not  limited   to,   any   fiduciary  duty   or
          responsibility  owed  to  the   Plan  by  an  Investment  Manager
          appointed   hereunder  or  any   predecessor  trustee;  provided,
          however,  that, except  as  otherwise provided  in Section  7.03,
          nothing herein  shall be construed  as an indemnification  of the
          Trustee for any claims,  liabilities, costs or expenses resulting
          from  a breach of  its own fiduciary  duties with  respect to the
          Plan or Trust or its own gross negligence or willful misconduct.

          Communications  to the  Trustee shall  be sent  to  the Trustee's
          registered office or  to such  other address as  the Trustee  may
<PAGE>






          specify  in writing.  No communications shall be binding upon the
          Trust Fund or the Trustee until it is received by the Trustee.

          Communications to the Advisory Committee or to the Employer shall
          be  sent  to the  Employer's principal  office  or to  such other
          address as the Employer may specify in writing.

               10.19     ALLOCATION OF  RESPONSIBILITIES AMONG FIDUCIARIES.
          For  purposes  of  ERISA,  it is  recognized  that  the Employer,
          Trustee,   Plan   Administrator,  Advisory   Committee   and  the
          Investment  Manager,   if  any,  are   fiduciaries  (collectively
          referred to  herein as "Fiduciaries"),  but only with  respect to
          those specific powers,  duties, responsibilities and  obligations
          as are specifically given them under the Plan; provided, however,
          that nothing herein shall prevent a Fiduciary from acting in more
          than one fiduciary capacity  under the Plan.  Each  Fiduciary may
          rely upon  any such direction,  information or action  of another
          Fiduciary  as being proper under  the Plan and  in the absence of
          actual knowledge to the  contrary is not required under  the Plan
          to inquire  into the propriety of any such direction, information
          or  action.    It  is  intended  that  each  Fiduciary  shall  be
          responsible for the  proper exercise of  its own powers,  duties,
          responsibilities and  obligations under  the Plan and,  except as
          otherwise  provided by  applicable  law which  cannot be  waived,
          shall not be responsible for any act or failure to act of another
          Fiduciary.   No Fiduciary guarantees the Trust fund in any manner
          against investment loss or depreciation in asset values.

               10.20     SPECIAL PROVISIONS REGARDING RETIREMENT INVESTMENT
          TRUSTS.    If the  Trustee  invests  funds of  the  Trust in  the
          Retirement Investment Trust, funds so invested will be subject to
          the  fees charged  by  the Retirement  Investment  Trust and  the
          otherwise applicable Trustee fees may be modified as described in
          Section  10.05 of  this  Plan, which  may  result in  an  overall
          increase in  the total  fees charged  to the Trust,  all as  more
          fully set  forth  in the  current  Prospectus of  the  Retirement
          Investment Trust  (the "Prospectus").  The  Plan Administrator in
          the   Adoption  Agreement   shall   specifically  authorize   the
          Supervisory Committee  of  the  Retirement  Investment  Trust  to
          appoint  an  investment  advisor   according  to  its  Rules  and
          Procedures  and  to  pay  the  investment  advisor  the fees  and
          expenses described in the  Prospectus.  Furthermore, with respect
          to  any  investment  in  the  Retirement  Investment  Trust,  the
          Employer shall  in the  Adoption Agreement  waive in  advance its
          right  under  Texas  law  to  receive  written  confirmations  of
          purchases  and sales  of interests  in the  Retirement Investment
          Trust.   The Employer shall acknowledge to the Trustee receipt of
          the current Prospectus and  shall deliver a copy thereof  to each
          Participant in the Plan, if direction of investment is permitted,
          and shall  deliver to  each Participant making  contributions and
          each new Participant, a copy of the then-current Prospectus.  The
          provisions of this Section 10.20 shall equally apply to any other
          open-ended, diversified  management company described  in Section
          10.03[A](p).
<PAGE>






              *   *   *   *   *   *   *   *   *   *   *   *   *   *   *
<PAGE>






                                     ARTICLE XI 
               PROVISIONS RELATING TO INSURANCE AND INSURANCE COMPANY 

               11.01     INSURANCE  BENEFIT.  The  Employer  may  elect  to
          provide   incidental  life   insurance  benefits   for  insurable
          Participants who  consent to  life insurance benefits  by signing
          the  appropriate insurance company  application form. The Trustee
          will not purchase  any incidental life insurance  benefit for any
          Participant prior to an  allocation to the Participant's Account.
          At an  insured Participant's written direction,  the Trustee will
          use  all  or  any  portion  of  the  Participant's  nondeductible
          voluntary  contributions,  if  any,  to  pay  insurance  premiums
          covering  the  Participant's  life.   This  Section  11.01   also
          authorizes the purchase of life insurance, for the benefit of the
          Participant, on the life of a family member of the Participant or
          on  any person in whom the Participant has an insurable interest.
          However, if  the policy is on the  joint lives of the Participant
          and another person, the  Trustee may not maintain that  policy if
          that other person predeceases the Participant.

               The Employer  will direct  the Trustee  as to  the insurance
          company  and  insurance agent  through  which the  Trustee  is to
          purchase the insurance contracts, the amount of the  coverage and
          the  applicable dividend plan. Each application for a policy, and
          the  policies  themselves, must  designate  the  Trustee as  sole
          owner, with the  right reserved  to the Trustee  to exercise  any
          right or option contained  in the policies, subject to  the terms
          and provisions of this  Agreement. The Trustee must be  the named
          beneficiary for the Account  of the insured Participant. Proceeds
          of insurance  contracts paid  to the Participant's  Account under
          this Article XI are  subject to the distribution  requirements of
          Article V and of Article VI. The Trustee will not retain any such
          proceeds for the benefit of the Trust. 

               The  Trustee  will charge  the  premiums  on any  incidental
          benefit  insurance contract  covering the  life of  a Participant
          against the Account  of that Participant.  The Trustee will  hold
          all incidental benefit insurance  contracts issued under the Plan
          as assets of the Trust created under the Plan. 

          (A)  Incidental  insurance  benefits.   The  aggregate  of   life
          insurance  premiums paid for the benefit of a Participant, at all
          times, may not  exceed the following percentages of the aggregate
          of the  Employer's contributions allocated  to any  Participant's
          Account:  (i) 49% in  the case of  the purchase of  ordinary life
          insurance contracts; or (ii) 25%  in the case of the  purchase of
          term life insurance or universal life insurance contracts. If the
          Trustee  purchases  a  combination  of  ordinary  life  insurance
          contract(s) and  term life insurance or  universal life insurance
          contract(s),  then the sum of  one-half of the  premiums paid for
          the ordinary life insurance contract(s) and the premiums paid for
          the term  life insurance or universal  life insurance contract(s)
          may not exceed 25% of the Employer contributions allocated to any
          Participant's Account.
<PAGE>






          (B) Exception for certain profit sharing plans. If the Employer's
          Plan is  a profit sharing plan, the incidental insurance benefits
          requirement does not apply to the Plan if the Plan purchases life
          insurance benefits only  from Employer contributions  accumulated
          in the  Participant's Account for  at least  two years  (measured
          from the allocation date).

               11.02     LIMITATION  ON   LIFE  INSURANCE   PROTECTION. The
          Trustee will  not continue any life insurance  protection for any
          Participant  beyond  his annuity  starting  date  (as defined  in
          Article  VI).  If  the   Trustee  holds  any  incidental  benefit
          insurance contract(s)  for the benefit  of a Participant  when he
          terminates his employment  (other than by  reason of death),  the
          Trustee must proceed as follows: 

               (a) If the entire cash value of the contract(s) is vested in
               the terminating Participant, or if the contract(s) will have
               no cash  value  at  the end  of  the policy  year  in  which
               termination of employment occurs, the  Trustee will transfer
               the contract(s) to the Participant endorsed so as to vest in
               the  transferee  all  right,   title  and  interest  to  the
               contract(s), free  and clear of the  Trust; subject however,
               to restrictions  as to surrender  or payment of  benefits as
               the issuing insurance company may permit and as the Advisory
               Committee directs;

               (b)  If only part  of the cash  value of  the contract(s) is
               vested in  the terminating Participant, the  Trustee, to the
               extent the Participant's interest  in the cash value of  the
               contract(s)  is not  vested,  may adjust  the  Participant's
               interest in the value  of his Account attributable  to Trust
               assets other than incidental benefit insurance contracts and
               proceed as  in (a), or  the Trustee must effect  a loan from
               the issuing insurance  company on the  sole security of  the
               contract(s) for  an amount  equal to the  difference between
               the  cash value of the contract(s) at  the end of the policy
               year  in  which termination  of  employment  occurs and  the
               amount of the cash  value that is vested in  the terminating
               Participant, and the  Trustee must transfer  the contract(s)
               endorsed  so as to vest  in the transferee  all right, title
               and  interest to  the  contract(s), free  and  clear of  the
               Trust; subject however, to  the restrictions as to surrender
               or payment of  benefits as the issuing insurance company may
               permit and the Advisory Committee directs;
           
               (c)  If no  part of  the cash  value  of the  contract(s) is
               vested  in  the terminating  Participant,  the  Trustee must
               surrender  the  contract(s)  for  cash proceeds  as  may  be
               available. 
<PAGE>






               In  accordance with  the written  direction of  the Advisory
          Committee,  the Trustee  will  make any  transfer of  contract(s)
          under this  Section 11.02  on the Participant's  annuity starting
          date  (or  as soon  as  administratively  practicable after  that
          date).  The Trustee  may  not transfer  any  contract under  this
          Section 11.02 which contains a method of payment not specifically
          authorized  by Article VI or which fails to comply with the joint
          and survivor annuity requirements,  if applicable, of Article VI.
          In this regard, the  Trustee either must convert such  a contract
          to  cash  and distribute  the cash  instead  of the  contract, or
          before making the transfer, require the issuing company to delete
          the unauthorized method of payment option from the contract. 

               11.03     DEFINITIONS. For purposes of this Article XI: 

               (a) "Policy" means  an ordinary life insurance contract or a
               term life  insurance contract  issued by  an insurer  on the
               life of a Participant. 

               (b)  "Issuing  insurance  company"  is  any  life  insurance
               company which  has issued a  policy upon application  by the
               Trustee under the terms of this Agreement. 

               (c) "Contract"  or "Contracts" means a  policy of insurance.
               In  the event of any conflict between the provisions of this
               Plan  and the terms of  any contract or  policy of insurance
               issued in accordance with this Article XI, the provisions of
               the Plan control. 

               (d) "Insurable  Participant" means a Participant  to whom an
               insurance company,  upon an  application being  submitted in
               accordance with  the Plan,  will  issue insurance  coverage,
               either as a standard risk or as a risk in an extra mortality
               classification. 

               11.04     DIVIDEND  PLAN.  The  dividend  plan   is  premium
          reduction unless  the Advisory  Committee directs the  Trustee to
          the contrary. The Trustee  must use all dividends for  a contract
          to purchase insurance  benefits or additional  insurance benefits
          for  the  Participant on  whose  life the  insurance  company has
          issued the contract. Furthermore, the Trustee must arrange, where
          possible,  for all policies  issued on the  lives of Participants
          under the Plan to have the same premium due date and all ordinary
          life insurance  contracts to contain guaranteed  cash values with
          as  uniform basic  options as  are possible  to obtain.  The term
          "dividends"  includes policy  dividends, refunds of  premiums and
          other credits. 

               11.05     INSURANCE COMPANY  NOT  A PARTY  TO AGREEMENT.  No
          insurance company, solely in its capacity as an issuing insurance
          company,  is a  party  to  this  Agreement  nor  is  the  company
          responsible for its validity. 
<PAGE>






               11.06     INSURANCE  COMPANY  NOT RESPONSIBLE  FOR TRUSTEE'S
          ACTIONS.  No insurance company,  solely  in  its  capacity  as an
          issuing  insurance  company,  need  examine  the  terms  of  this
          Agreement nor is responsible for any action taken by the Trustee.


               11.07     INSURANCE COMPANY RELIANCE ON TRUSTEE'S SIGNATURE.
          For the purpose of making application to an insurance company and
          in the exercise  of any right or option contained  in any policy,
          the  insurance company may rely upon the signature of the Trustee
          and  is saved harmless and completely discharged in acting at the
          direction and authorization of the Trustee. 

               11.08     ACQUITTANCE.  An  insurance company  is discharged
          from all  liability for any amount paid to the Trustee or paid in
          accordance  with the direction of the Trustee, and is not obliged
          to see to the  distribution or further application of  any moneys
          it so pays. 

               11.09     DUTIES  OF  INSURANCE  COMPANY.    Each  insurance
          company  must keep  such   records, make  such identification  of
          contracts,  funds  and accounts  within  funds,  and supply  such
          information as may be necessary for the proper  administration of
          the Plan under which it is carrying insurance benefits. 

               Note: The provisions of this  Article XI are not applicable,
          and  the Plan  may  not  invest  in  insurance  contracts,  if  a
          Custodian signatory to the Adoption Agreement is a bank which has
          not  acquired  trust  powers  from its  governing  state  banking
          authority.

              *   *   *   *   *   *   *   *   *   *   *   *   *   *   *
<PAGE>






                                     ARTICLE XII 
                                    MISCELLANEOUS 

               12.01     EVIDENCE. Anyone required  to give evidence  under
          the  terms of  the  Plan may  do  so by  certificate,  affidavit,
          document or other information which the person to act in reliance
          may consider pertinent,  reliable and genuine,  and to have  been
          signed, made or  presented by  the proper party  or parties.  The
          Advisory Committee and the Trustee are fully  protected in acting
          and  relying upon  any evidence  described under  the immediately
          preceding sentence.

               12.02     NO RESPONSIBILITY FOR EMPLOYER ACTION. Neither the
          Trustee   nor the Advisory Committee   has   any  obligation   or
          responsibility with respect to any action required by the Plan to
          be  taken by the Employer,  any Participant or eligible Employee,
          or for the failure of any of the above persons to act or make any
          payment  or contribution,  or  to otherwise  provide any  benefit
          contemplated  under this  Plan.  Furthermore, the  Plan does  not
          require the  Trustee or  the Advisory  Committee  to collect  any
          contribution  required  under  the  Plan,  or  to  determine  the
          correctness of  the amount of any  Employer contribution. Neither
          the  Trustee nor the Advisory  Committee need inquire  into or be
          responsible for any action or  failure to act on the part  of the
          others,  or  on  the  part  of  any  other  person  who  has  any
          responsibility  regarding  the   management,  administration   or
          operation of the Plan, whether  by the express terms of the  Plan
          or by  a separate  agreement  authorized by  the Plan  or by  the
          applicable  provisions  of  ERISA.   Any  action  required  of  a
          corporate  Employer  must be  by its  Board  of Directors  or its
          designate. 

               12.03     FIDUCIARIES  NOT  INSURERS.  All benefits  payable
          under the  Plan shall  be paid or  provided for  solely from  the
          Trust  Fund.   The  Trustee,  the  Advisory Committee,  the  Plan
          Administrator and the Employer in no way guarantee the Trust Fund
          from loss or depreciation.   The Employer does not  guarantee the
          payment of  any money which may  be or becomes due  to any person
          from the Trust Fund.  the liability of the Advisory Committee and
          the  Trustee to make any payment from  the Trust Fund at any time
          and  all times  is limited  to the  then available assets  of the
          Trust.

               12.04     WAIVER OF  NOTICE. Any person  entitled to  notice
          under the Plan may waive the notice, unless the Code or  Treasury
          regulations   prescribe  the  notice  or  ERISA  specifically  or
          impliedly prohibits such a waiver. 

               12.05     SUCCESSORS.  The Plan is  binding upon all persons
          entitled  to benefits under the Plan,  their respective heirs and
          legal  representatives, upon  the  Employer, its  successors  and
          assigns,  and upon the Trustee,  the Advisory Committee, the Plan
          Administrator and their successors. 
<PAGE>






               12.06     WORD USAGE. Words used in the masculine also apply
          to the feminine where applicable, and wherever the context of the
          Employer's Plan  dictates, the  plural includes the  singular and
          the singular includes the plural. 

               12.07     STATE LAW. The law of the state of the Master Plan
          Sponsor's   principal   place  of   business   (unless  otherwise
          designated in  an addendum to the  Employer's Adoption Agreement)
          will  determine  all  questions   arising  with  respect  to  the
          provisions of  this Agreement except to the  extent superseded by
          Federal law.

               12.08     EMPLOYER'S RIGHT TO PARTICIPATE. If the Employer's
          Plan  fails to  qualify or  to maintain  qualification or  if the
          Employer  makes any amendment  or modification to  a provision of
          this  Plan  (other  than  a  proper  completion  of  an  elective
          provision under  the Adoption Agreement  or the attachment  of an
          addendum  authorized by the  Plan or by  the Adoption Agreement),
          the Employer may  no longer participate  under this Master  Plan.
          The   Employer  also   may  not   participate  (or   continue  to
          participate)  in this Master Plan if the Trustee or Custodian (or
          a  change in  the  Trustee or  Custodian)  does not  satisfy  the
          requirements of Section 1.02 of the Plan. If the Employer is  not
          entitled to  participate under  this Master Plan,  the Employer's
          Plan is an individually-designed plan and the reliance procedures
          specified  in the  applicable Adoption  Agreement no  longer will
          apply.

               12.09     EMPLOYMENT  NOT  GUARANTEED. Nothing  contained in
          this  Plan, or with respect to the establishment of the Trust, or
          any modification  or amendment to  the Plan  or Trust, or  in the
          creation of any Account, or the payment of any benefit, gives any
          Employee, Employee-Participant or  any Beneficiary  any right  to
          continue  employment, any  legal or  equitable right  against the
          Employer, or Employee of the Employer, or against the Trustee, or
          its  agents  or employees,  or  against  the Plan  Administrator,
          except as expressly provided by the  Plan, the Trust, ERISA or by
          a separate agreement. 

              *   *   *   *   *   *   *   *   *   *   *   *   *   *   *
<PAGE>






                                    ARTICLE XIII 
                      EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION 


               13.01     EXCLUSIVE  BENEFIT.  Except   as  provided   under
          Article III, the Employer has no beneficial interest in any asset
          of the Trust  and no  part of  any asset  in the  Trust may  ever
          revert  to  or  be repaid  to  an  Employer,  either directly  or
          indirectly;  nor, prior  to the  satisfaction of  all liabilities
          with respect  to the  Participants and their  Beneficiaries under
          the Plan, may any part of the corpus or income of the Trust Fund,
          or any asset of the Trust, be (at any time) used for, or diverted
          to, purposes other than the exclusive benefit of the Participants
          or their Beneficiaries. However,  if the Commissioner of Internal
          Revenue, upon the Employer's request for initial approval of this
          Plan,  determines the  Trust  created under  the  Plan is  not  a
          qualified trust  exempt from Federal  income tax, then  (and only
          then)  the Trustee, upon  written notice from  the Employer, will
          return the Employer's  contributions (and increment  attributable
          to  the contributions) to the Employer. The Trustee must make the
          return  of the  Employer  contribution under  this Section  13.01
          within  one year of a final disposition of the Employer's request
          for initial approval of  the Plan. The Employer's Plan  and Trust
          will  terminate  upon  the  Trustee's return  of  the  Employer's
          contributions. 

               13.02     AMENDMENT   BY   EMPLOYER.   The Employer  has the
          right at any time and  from time to time: 

               (a)  To  amend  the  elective  provisions  of  the  Adoption
               Agreement in any manner  it deems necessary or  advisable in
               order to  qualify (or  maintain qualification of)  this Plan
               and  the Trust created under it under the provisions of Code
               Sect.401(a); 

               (b)  To amend the Plan  to allow the Plan to operate under a
               waiver of the minimum funding requirement; and 

               (c)  To amend this Agreement in any other manner. 

               No amendment may authorize  or permit any of the  Trust Fund
          (other  than  the  part  which  is  required  to  pay  taxes  and
          administration  expenses) to be used  for or diverted to purposes
          other than for the exclusive benefit of the Participants or their
          Beneficiaries  or estates. No  amendment may cause  or permit any
          portion of  the Trust Fund to  revert to or become  a property of
          the  Employer. The Employer also may not make any amendment which
          affects the  rights, duties  or responsibilities of  the Trustee,
          the  Plan Administrator  or  the Advisory  Committee without  the
          written consent  of the affected Trustee,  the Plan Administrator
          or  the affected member  of the Advisory  Committee. The Employer
          must make all  amendments in writing.  Each amendment must  state
          the date  to which  it is  either retroactively  or prospectively
<PAGE>






          effective. See Section 12.08 for the effect of certain amendments
          adopted by the Employer. 

          (A)   Code  Sect.411(d)(6)   protected  benefits.   An  amendment
          (including  the  adoption of  this Plan  as  a restatement  of an
          existing plan) may not  decrease a Participant's Accrued Benefit,
          except to the extent permitted under Code Sect.412(c)(8), and may
          not reduce  or eliminate  Code Sect.411(d)(6)  protected benefits
          determined immediately prior to the adoption date  (or, if later,
          the  effective date)  of the amendment.  An amendment  reduces or
          eliminates   Code  Sect.411(d)(6)   protected  benefits   if  the
          amendment has the effect of either (1) eliminating or reducing an
          early retirement benefit or a retirement-type subsidy (as defined
          in  Treasury regulations), or (2) except  as provided by Treasury
          regulations,  eliminating  an  optional   form  of  benefit.  The
          Advisory  Committee must  disregard  an amendment  to the  extent
          application  of   the  amendment  would  fail   to  satisfy  this
          paragraph. If the Advisory  Committee must disregard an amendment
          because the amendment would violate clause (1) or clause (2), the
          Advisory  Committee  must  maintain   a  schedule  of  the  early
          retirement option  or other  optional forms  of benefit  the Plan
          must continue for the affected Participants.

               13.03     AMENDMENT BY MASTER PLAN  SPONSOR. The Master Plan
          Sponsor  (or PPD, as agent  of the Master  Plan Sponsor), without
          the Employer's consent, may  amend the Plan and Trust,  from time
          to  time,  in  order  to  conform  the  Plan  and  Trust  to  any
          requirement  for qualification  of the Plan  and Trust  under the
          Internal  Revenue Code. The Master Plan Sponsor may not amend the
          Plan in any  manner which would modify  any election made  by the
          Employer under  the Plan without the  Employer's written consent.
          Furthermore,  the Master Plan Sponsor  may not amend  the Plan in
          any manner which would violate the proscription of Section 13.02.
          A Trustee does not have the power to amend the Plan or Trust. 

               13.04     DISCONTINUANCE. The Employer has the right, at any
          time, to suspend or discontinue its contributions under the Plan,
          and  to terminate, at  any time, this Plan  and the Trust created
          under this Agreement. The  Plan will terminate upon the  first to
          occur of the following: 

               (a) The date terminated by action of the Employer; 

               (b) The  dissolution or merger  of the Employer,  unless the
               successor  makes provision  to continue  the Plan,  in which
               event the  successor must substitute itself  as the Employer
               under this  Plan. Any termination of the Plan resulting from
               this paragraph  (b) is  not effective until  compliance with
               any applicable notice requirements under ERISA.
<PAGE>






               13.05     FULL VESTING  ON TERMINATION. Upon either  full or
          partial termination of the Plan, or, if applicable, upon complete
          discontinuance of profit sharing  plan contributions to the Plan,
          an affected Participant's  right to his  Accrued Benefit is  100%
          Nonforfeitable,  irrespective  of  the Nonforfeitable  percentage
          which otherwise would apply under Article V.

               13.06     MERGER/DIRECT  TRANSFER.  The   Trustee  may   not
          consent to,  or be a party  to, any merger or  consolidation with
          another  plan, or  to  a transfer  of  assets or  liabilities  to
          another  plan, unless immediately after the merger, consolidation
          or  transfer,  the surviving  Plan  provides  each Participant  a
          benefit equal to  or greater  than the  benefit each  Participant
          would have  received had  the Plan terminated  immediately before
          the merger  or consolidation  or transfer. The  Trustee possesses
          the specific authority  to enter into merger agreements or direct
          transfer  of  assets  agreements   with  the  trustees  of  other
          retirement  plans  described in  Code  Sect.401(a), including  an
          elective transfer,  and to  accept  the direct  transfer of  plan
          assets,  or to  transfer  plan assets,  as a  party  to any  such
          agreement. 

               The Trustee may accept  a direct transfer of plan  assets on
          behalf  of an Employee prior  to the date  the Employee satisfies
          the Plan's eligibility  conditions. If the Trustee accepts such a
          direct  transfer  of  plan  assets, the  Advisory  Committee  and
          Trustee must treat the Employee as a Participant for all purposes
          of the Plan except the Employee is not a Participant for purposes
          of sharing  in Employer contributions or  Participant forfeitures
          under the Plan  until he  actually becomes a  Participant in  the
          Plan. 

          (A)  Elective transfers. The  Trustee, after August  9, 1988, may
          not  consent to,  or be  a  party to  a merger,  consolidation or
          transfer  of assets  with  a defined  benefit  plan, except  with
          respect  to  an  elective  transfer, or  unless  the  transferred
          benefits are in the form of paid-up individual annuity  contracts
          guaranteeing  the   payment  of   the  transferred   benefits  in
          accordance with the terms of the transferor plan and in  a manner
          consistent with the Code  and with ERISA. The Trustee  will hold,
          administer and distribute the transferred assets as a part of the
          Trust  Fund and  the Trustee  must  maintain a  separate Employer
          contribution Account  for the  benefit of  the Employee on  whose
          behalf  the Trustee accepted the transfer in order to reflect the
          value of the transferred  assets. Unless a transfer of  assets to
          this Plan is  an elective  transfer, the Plan  will preserve  all
          Code  Sect.411(d)(6)  protected benefits  with  respect  to those
          transferred assets, in  the manner described in  Section 13.02. A
          transfer is an elective  transfer if: (1) the  transfer satisfies
          the  first paragraph of this  Section 13.06; (2)  the transfer is
          voluntary, under  a fully  informed election by  the Participant;
          (3)  the Participant  has an  alternative that  retains  his Code
          Sect.411(d)(6) protected benefits  (including an option  to leave
          his  benefit  in  the  transferor  plan,  if  that  plan  is  not
<PAGE>






          terminating); (4)  the transfer satisfies the  applicable spousal
          consent  requirements  of  the  Code;  (5)  the  transferor  plan
          satisfies the joint and survivor notice requirements of the Code,
          if  the Participant's  transferred  benefit is  subject to  those
          requirements;  (6)  the  Participant  has a  right  to  immediate
          distribution  from the transferor  plan, in lieu  of the elective
          transfer;  (7) the transferred benefit is at least the greater of
          the single sum  distribution provided by the  transferor plan for
          which the Participant  is eligible  or the present  value of  the
          Participant's accrued  benefit under the transferor  plan payable
          at that plan's normal  retirement age; (8) the Participant  has a
          100% Nonforfeitable interest in  the transferred benefit; and (9)
          the transfer otherwise satisfies applicable Treasury regulations.
          An elective  transfer may occur  between qualified  plans of  any
          type. Any direct transfer  of assets from a defined  benefit plan
          after  August 9, 1988, which does not satisfy the requirements of
          this  paragraph will  render  the  Employer's Plan  individually-
          designed. See Section 12.08.

          (B) Distribution restrictions under Code Sect.401(k). If the Plan
          receives a direct  transfer (by merger or  otherwise) of elective
          contributions  (or amounts  treated  as  elective  contributions)
          under   a  Plan   with  a   Code  Sect.401(k)   arrangement,  the
          distribution  restrictions of  Code Sect.Sect.401(k)(2)  and (10)
          continue to apply to those transferred elective contributions.

               13.07     TERMINATION. 

          (A)  Procedure. Upon  termination of  the Plan,  the distribution
          provisions  of Article  VI remain  operative, with  the following
          exceptions:

               (1) if the present value of the Participant's Nonforfeitable
               Accrued  Benefit   does  not  exceed  $3,500,  the  Advisory
               Committee   will  direct  the   Trustee  to  distribute  the
               Participant's Nonforfeitable Accrued Benefit  to him in lump
               sum as  soon as administratively practicable  after the Plan
               terminates; and

               (2) if the present value of the Participant's Nonforfeitable
               Accrued  Benefit exceeds  $3,500,  the  Participant  or  the
               Beneficiary,   in  addition   to  the   distribution  events
               permitted under Article  VI, may elect  to have the  Trustee
               commence distribution of  his Nonforfeitable Accrued Benefit
               as  soon  as  administratively practicable  after  the  Plan
               terminates. 

               To liquidate the Trust, the Advisory Committee will purchase
          a deferred  annuity contract for each  Participant which protects
          the  Participant's distribution  rights  under the  Plan, if  the
          Participant's  Nonforfeitable Accrued Benefit  exceeds $3,500 and
          the Participant does not elect an immediate distribution pursuant
          to Paragraph (2). 
<PAGE>






               If the Employer's Plan is a profit sharing plan, in lieu  of
          the  preceding   provisions  of   this  Section  13.07   and  the
          distribution  provisions of  Article VI,  the Advisory  Committee
          will  direct  the   Trustee  to  distribute   each  Participant's
          Nonforfeitable  Accrued   Benefit,  in  lump  sum,   as  soon  as
          administratively practicable after the  termination of the  Plan,
          irrespective  of   the   present  value   of  the   Participant's
          Nonforfeitable  Accrued  Benefit   and  whether  the  Participant
          consents to that distribution. This paragraph does  not apply if:
          (1) the Plan provides an annuity option; or (2) as  of the period
          between the Plan termination  date and the final distribution  of
          assets,  the  Employer maintains  any other  defined contribution
          plan (other  than an ESOP). The  Employer, in an  addendum to its
          Adoption Agreement  numbered 13.07, may  elect not  to have  this
          paragraph apply.

               The Trust will continue until the Trustee in accordance with
          the  direction of the  Advisory Committee has  distributed all of
          the benefits under the Plan. On each valuation date, the Advisory
          Committee will credit any part of a Participant's Accrued Benefit
          retained in the Trust with its proportionate share of the Trust's
          income, expenses, gains and losses, both realized and unrealized.
          Upon termination of  the Plan, the amount, if  any, in a suspense
          account under Article III will revert to the Employer, subject to
          the  conditions of  the  Treasury regulations  permitting such  a
          reversion. A resolution or amendment to freeze all future benefit
          accrual  but otherwise to  continue maintenance of  this Plan, is
          not a termination for purposes of this Section 13.07.

          (B)  Distribution restrictions  under  Code Sect.401(k).  If  the
          Employer's  Plan includes  a Code  Sect.401(k) arrangement  or if
          transferred assets described in Section 13.06 are subject  to the
          distribution  restrictions of Code  Sect.Sect.401(k)(2) and (10),
          the  special distribution  provisions of  this Section  13.07 are
          subject to the restrictions of this paragraph. The portion of the
          Participant's  Nonforfeitable  Accrued  Benefit  attributable  to
          elective  contributions (or  to  amounts treated  under the  Code
          Sect.401(k)  arrangement   as  elective  contributions)   is  not
          distributable  on account  of Plan  termination, as  described in
          this  Section 13.07,  unless:  (a) the  Participant otherwise  is
          entitled under the  Plan to a distribution of that portion of his
          Nonforfeitable  Accrued  Benefit;  or  (b)  the Plan  termination
          occurs  without  the  establishment  of  a  successor  plan.    A
          successor plan  under clause (b)  is a defined  contribution plan
          (other than an ESOP) maintained by the Employer (or by a  related
          employer) at  the time of the  termination of the  Plan or within
          the period ending twelve  months after the final distribution  of
          assets. A  distribution made  after March  31, 1988,  pursuant to
          clause (b),  must  be part  of  a lump  sum distribution  to  the
          Participant of his Nonforfeitable Accrued Benefit.

              *   *   *   *   *   *   *   *   *   *   *   *   *   *   *
<PAGE>






                                     ARTICLE XIV
                  CODE Sect.401(k) AND CODE Sect.401(m) ARRANGEMENTS

               14.01 APPLICATION. This Article XIV applies to an Employer's
          Plan  only if the  Employer is maintaining its  Plan under a Code
          Sect.401(k) Adoption Agreement.

               14.02 CODE Sect.401(k) ARRANGEMENT.  The Employer will elect
          in Section 3.01  of its Adoption Agreement the terms  of the Code
          Sect.401(k)  arrangement,   if  any,  under  the   Plan.  If  the
          Employer's  Plan is  a  Standardized Plan,  the Code  Sect.401(k)
          arrangement  must  be  a  salary reduction  arrangement.  If  the
          Employer's Plan  is a Nonstandardized Plan,  the Code Sect.401(k)
          arrangement  may be a salary  reduction arrangement or  a cash or
          deferred arrangement.

          (A)  Salary  Reduction  Arrangement.  If the  Employer  elects  a
          salary   reduction   arrangement,   any   Employee   eligible  to
          participate  in the  Plan may file  a salary  reduction agreement
          with the  Advisory Committee. The salary  reduction agreement may
          not be  effective earlier  than the  following date  which occurs
          last: (i)  the Employee's Plan Entry  Date (or, in the  case of a
          reemployed Employee, his reparticipation date under Article  II);
          (ii)  the  execution  date  of the  Employee's  salary  reduction
          agreement;  (iii)   the  date   the  Employer  adopts   the  Code
          Sect.401(k) arrangement by  executing the Adoption Agreement;  or
          (iv) the effective date of  the Code Sect.401(k) arrangement,  as
          specified in the Employer's Adoption Agreement.  Regarding clause
          (i),  an Employee subject to the Break in Service rule of Section
          2.03(B)  of  the  Plan may  not  enter  into  a salary  reduction
          agreement until the Employee has completed a sufficient number of
          Hours of Service  to receive  credit for  a Year  of Service  (as
          defined in Section 2.02) following  his reemployment commencement
          date. A  salary reduction  agreement must  specify the amount  of
          Compensation  (as  defined  in  Section 1.12)  or  percentage  of
          Compensation the  Employee wishes to defer.  The salary reduction
          agreement will apply only to Compensation which becomes currently
          available  to the Employee after the effective date of the salary
          reduction agreement. The Employer will apply a reduction election
          to  all  Compensation (and  to  increases  in such  Compensation)
          unless the  Employee specifies in his  salary reduction agreement
          to  limit the election to certain Compensation. The Employer will
          specify  in  Adoption  Agreement   Section  3.01  the  rules  and
          restrictions  applicable   to  the  Employees   salary  reduction
          agreements.

          (B)  Cash or  deferred arrangement. If the Employer elects a cash
          or deferred arrangement, a  Participant may elect to make  a cash
          election against  his proportionate share of  the Employer's Cash
          or  Deferred  Contribution,  in accordance  with  the  Employer's
          elections  in Adoption  Agreement  Section 3.01.  A Participant's
          proportionate   share  of   the  Employer's   Cash  or   Deferred
          Contribution  is the  percentage of  the total  Cash or  Deferred
          Contribution which  bears the  same ratio that  the Participant's
<PAGE>






          Compensation for the Plan Year bears to the total Compensation of
          all Participants for the  Plan Year. For purposes of  determining
          each Participant's  proportionate share  of the Cash  or Deferred
          Contribution, a Participant's Compensation is his Compensation as
          determined under Section 1.12 of the Plan (as modified by Section
          3.06  for   allocation  purposes),   excluding  any  effect   the
          proportionate  share may have  on the  Participant's Compensation
          for  the Plan  Year. The  Advisory Committee  will determine  the
          proportionate share  prior to the  Employer's actual contribution
          to the Trust, to provide the Participants the opportunity to file
          cash elections. The Employer will pay directly to the Participant
          the  portion  of  his  proportionate share  the  Participant  has
          elected to receive in cash.

          (C)  Election not  to participate. A Participant's  or Employee's
          election not  to participate, pursuant to  Section 2.06, includes
          his right to enter into a salary reduction agreement or  to share
          in  the allocation of a Cash or Deferred Contribution, unless the
          Participant  or Employee limits the effect of the election to the
          non-401(k) portions of the Plan.

               14.03 DEFINITIONS. For purposes of this Article XIV:

               (a)  "Highly   Compensated   Employee"  means   an  Eligible
               Employee who satisfies the definition in Section 1.09 of the
               Plan. Family  members aggregated as a  single Employee under
               Section   1.09  constitute   a  single   Highly  Compensated
               Employee,  whether a  particular family  member is  a Highly
               Compensated  Employee or  a  Nonhighly Compensated  Employee
               without the application of family aggregation.

               (b)  "Nonhighly  Compensated  Employee"  means  an  Eligible
               Employee who is not a Highly Compensated Employee and who is
               not  a  family  member   treated  as  a  Highly  Compensated
               Employee.

               (c)  "Eligible Employee" means, for purposes of the ADP test
               described in Section 14.08,  an Employee who is eligible  to
               enter into a  salary reduction agreement for  the Plan Year,
               irrespective  of whether  he  actually enters  into such  an
               agreement,  and  a  Participant   who  is  eligible  for  an
               allocation  of the Employer's  Cash or Deferred Contribution
               for the Plan Year. For purposes of the ACP test described in
               Section 14.09,  an "Eligible Employee"  means a  Participant
               who  is  eligible  to  receive  an  allocation  of  matching
               contributions (or would be  eligible if he made the  type of
               contributions necessary to receive an allocation of matching
               contributions)  and a  Participant who  is eligible  to make
               nondeductible  contributions,  irrespective  of  whether  he
               actually  makes  nondeductible  contributions.  An  Employee
               continues to  be an  Eligible Employee during  a period  the
               Plan  suspends   the  Employee's  right  to   make  elective
               deferrals   or   nondeductible  contributions   following  a
               hardship distribution.
<PAGE>






               (d)  "Highly Compensated Group" means  the group of Eligible
               Employees who are Highly  Compensated Employees for the Plan
               Year.

               (e)  "Nonhighly  Compensated  Group"   means  the  group  of
               Eligible Employees who  are Nonhighly Compensated  Employees
               for the Plan Year.

               (f)  "Compensation" means, except  as specifically  provided
               in   this  Article   XIV,   Compensation   as  defined   for
               nondiscrimination purposes in  Section 1.12(B) of  the Plan.
               To compute an Employee's ADP  or ACP, the Advisory Committee
               may limit  Compensation taken  into account to  Compensation
               received only for the  portion of the Plan Year in which the
               Employee was an  Eligible Employee and only for  the portion
               of the Plan Year in  which the Plan or the Code  Sect.401(k)
               arrangement was in effect. 

               (g)  "Deferral    contributions"   are    Salary   Reduction
               Contributions  and   Cash  or  Deferred   Contributions  the
               Employer contributes to  the Trust on behalf  of an Eligible
               Employee, irrespective of  whether, in the  case of Cash  or
               Deferred Contributions, the contribution is at the  election
               of  the Employee.  For Salary  Reduction Contributions,  the
               terms "deferral contributions" and "elective deferrals" have
               the same meaning.

               (h)  "Elective   deferrals"   are   all   Salary   Reduction
               Contributions  and  that portion  of  any  Cash or  Deferred
               Contribution which the Employer  contributes to the Trust at
               the  election of an Eligible Employee. Any portion of a Cash
               or Deferred Contribution contributed to the Trust because of
               the Employee's  failure  to  make  a  cash  election  is  an
               elective  deferral.  However,  any  portion  of  a  Cash  or
               Deferred Contribution over which  the Employee does not have
               a  cash  election  is  not an  elective  deferral.  Elective
               deferrals do not include amounts which have become currently
               available to  the Employee prior to the election nor amounts
               designated as  nondeductible contributions  at  the time  of
               deferral or contribution.

               (i)  "Matching contributions" are contributions made  by the
               Employer  on  account of  elective  deferrals  under a  Code
               Sect.401(k)   arrangement   or   on  account   of   employee
               contributions.    Matching   contributions    also   include
               Participant  forfeitures  allocated   on  account  of   such
               elective deferrals or employee contributions.

               (j)  "Nonelective contributions" are  contributions made  by
               the Employer which are not subject to a deferral election by
               an Employee and which are not matching contributions.

               (k)  "Qualified   matching   contributions"   are   matching
               contributions which are 100% Nonforfeitable at all times and
<PAGE>






               which are subject to the distribution restrictions described
               in  paragraph  (m).  Matching  contributions  are  not  100%
               Nonforfeitable  at all  times  if the  Employee  has a  100%
               Nonforfeitable  interest  because of  his  Years of  Service
               taken into  account under  a vesting schedule.  Any matching
               contributions   allocated   to  a   Participant's  Qualified
               Matching  Contributions Account under the Plan automatically
               satisfy the definition of qualified matching contributions.

               (l)  "Qualified  nonelective contributions"  are nonelective
               contributions which are 100% Nonforfeitable at all times and
               which are subject to the distribution restrictions described
               in  paragraph (m).  Nonelective contributions  are  not 100%
               Nonforfeitable  at all  times  if the  Employee  has a  100%
               Nonforfeitable  interest because  of  his  Years of  Service
               taken into account under a vesting schedule. Any nonelective
               contributions   allocated   to  a   Participant's  Qualified
               Nonelective   Contributions   Account    under   the    Plan
               automatically   satisfy   the   definition    of   qualified
               nonelective contributions.

               (m)  "Distribution  restrictions" means the Employee may not
               receive a  distribution of the  specified contributions (nor
               earnings  on those contributions) except in the event of (1)
               the   Participant's   death,   disability,  termination   of
               employment or attainment of  age 59 1/2, (2) financial hardship
               satisfying  the  requirements  of Code  Sect.401(k)  and the
               applicable  Treasury  regulations, (3)  a  plan termination,
               without  establishment of  a successor  defined contribution
               plan (other than an  ESOP), (4) a sale of  substantially all
               of the  assets (within  the meaning of  Code Sect.409(d)(2))
               used in a  trade or business,  but only  to an employee  who
               continues  employment with  the corporation  acquiring those
               assets, or (5) a sale by a corporation of its  interest in a
               subsidiary (within the meaning of Code  Sect.409(d)(3)), but
               only  to  an  employee  who continues  employment  with  the
               subsidiary.  For Plan  Years  beginning after  December  31,
               1988, a  distribution on  account of financial  hardship, as
               described  in  clause  (2),  may  not  include  earnings  on
               elective deferrals credited as of a date later than December
               31,   1988,   and   may  not   include   qualified  matching
               contributions and qualified  nonelective contributions,  nor
               any earnings on such  contributions, credited after December
               31,  1988.   A  plan  does  not   violate  the  distribution
               restrictions if, instead of the  December 31, 1988, date  in
               the preceding  sentence the plan specifies a  date not later
               than the end  of the  last Plan Year  ending before July  1,
               1989. A distribution  described in clauses (3),  (4) or (5),
               if  made  after  March   31,  1988,  must  be  a   lump  sum
               distribution, as required under Code Sect.401(k)(10).
<PAGE>






               (n)  "Employee  contributions" are  contributions made  by a
               Participant  on an  after-tax  basis, whether  voluntary  or
               mandatory, and  designated, at the time  of contribution, as
               an  employee  (or   nondeductible)  contribution.   Elective
               deferrals  and  deferral   contributions  are  not  employee
               contributions. Participant nondeductible contributions, made
               pursuant  to   Section  4.01  of  the   Plan,  are  employee
               contributions.

               14.04    MATCHING CONTRIBUTIONS/EMPLOYEE  CONTRIBUTIONS. The
          Employer may elect in Adoption Agreement  Section 3.01 to provide
          matching contributions. The  Employer also may elect in  Adoption
          Agreement Section 4.01 to  permit or to require a  Participant to
          make nondeductible contributions.

          (A)  Mandatory   contributions.  Any   Participant  nondeductible
          contributions eligible  for matching contributions  are mandatory
          contributions.  The Advisory  Committee will maintain  a separate
          accounting,  pursuant to Section 4.06 of the Plan, to reflect the
          Participant's   Accrued  Benefit   derived  from   his  mandatory
          contributions. The  Employer,  under Adoption  Agreement  Section
          4.05, may prescribe special  distribution restrictions which will
          apply  to  the  Mandatory  Contributions  Account  prior  to  the
          Participant's  Separation from Service.  Following his Separation
          from Service,  the general distribution provisions  of Article VI
          apply  to  the   distribution  of  the  Participant's   Mandatory
          Contributions Account.

               14.05 TIME  OF PAYMENT  OF CONTRIBUTIONS. The  Employer must
          make  Salary  Reduction Contributions  to  the  Trust  within  an
          administratively reasonable period of  time after withholding the
          corresponding Compensation from the Participant. Furthermore, the
          Employer  must  make  Salary  Reduction  Contributions,  Cash  or
          Deferred    Contributions,   Employer    matching   contributions
          (including   qualified   Employer  matching   contributions)  and
          qualified Employer  nonelective contributions  no later  than the
          time   prescribed  by   the  Code   or  by   applicable  Treasury
          regulations. Salary Reduction Contributions  and Cash or Deferred
          Contributions are Employer  contributions for all  purposes under
          this  Plan, except to the extent the Code or Treasury regulations
          prohibit  the   use  of   these  contributions  to   satisfy  the
          qualification requirements of the Code.

               14.06    SPECIAL    ALLOCATION    PROVISIONS   -    DEFERRAL
          CONTRIBUTIONS,  MATCHING CONTRIBUTIONS AND  QUALIFIED NONELECTIVE
          CONTRIBUTIONS.   To  make allocations   under   the   Plan,   the
          Advisory Committee  must  establish   a  Deferral   Contributions
          Account, a  Qualified Matching  Contributions Account, a  Regular
          Matching   Contributions   Account,   a   Qualified   Nonelective
          Contributions Account  and an Employer Contributions  Account for
          each Participant.

          (A)  Deferral contributions. The Advisory Committee will allocate
          to each Participant's  Deferral Contributions Account the  amount
<PAGE>






          of Deferral  Contributions the  Employer  makes to  the Trust  on
          behalf of  the Participant. The Advisory Committee will make this
          allocation  as  of the  last day  of  each Plan  Year  unless, in
          Adoption   Agreement  Section  3.04,  the  Employer  elects  more
          frequent allocation dates for salary reduction contributions. 

          (B)  Matching contributions.  The  Employer must  specify in  its
          Adoption Agreement  whether the Advisory Committee  will allocate
          matching  contributions to  the Qualified  Matching Contributions
          Account or to the Regular Matching Contributions Account of  each
          Participant. The Advisory Committee  will make this allocation as
          of the last  day of each Plan Year  unless, in Adoption Agreement
          Section 3.04, the Employer  elects more frequent allocation dates
          for matching contributions.

               (1)  To the extent the Employer makes matching contributions
               under a  fixed matching  contribution formula,  the Advisory
               Committee will  allocate the  matching  contribution to  the
               Account  of the  Participant  on whose  behalf the  Employer
               makes  that  contribution.  A  fixed  matching  contribution
               formula is a formula under  which the Employer contributes a
               certain  percentage   or  dollar  amount  on   behalf  of  a
               Participant   based   on    that   Participant's    deferral
               contributions or nondeductible contributions eligible  for a
               match,  as  specified  in  Section 3.01  of  the  Employer's
               Adoption  Agreement.  The  Employer  may   contribute  on  a
               Participant's behalf under a specific  matching contribution
               formula  only  if  the  Participant  satisfies  the  accrual
               requirements for matching contributions specified in Section
               3.06 of  the Employer's Adoption  Agreement and only  to the
               extent  the  matching  contribution   does  not  exceed  the
               Participant's annual  additions  limitation  in  Part  2  of
               Article III.

               (2)  To the extent the Employer makes matching contributions
               under a  discretionary formula, the Advisory  Committee will
               allocate  the  discretionary matching  contributions  to the
               Account  of  each  Participant  who  satisfies  the  accrual
               requirements for matching contributions specified in Section
               3.06 of the Employer's Adoption Agreement. The allocation of
               discretionary  matching  contributions  to  a  Participant's
               Account is  in the  same proportion that  each Participant's
               eligible   contributions  bear   to   the   total   eligible
               contributions  of  all  Participants. If  the  discretionary
               formula  is a  tiered formula,  the Advisory  Committee will
               make this allocation separately with respect to each tier of
               eligible contributions, allocating in such manner the amount
               of  the matching  contributions  made with  respect to  that
               tier.   "Eligible   contributions"  are   the  Participant's
               deferral   contributions   or  nondeductible   contributions
               eligible  for an  allocation  of matching  contributions, as
               specified  in  Section  3.01   of  the  Employer's  Adoption
               Agreement.
<PAGE>






               If  the  matching  contribution   formula  applies  both  to
          deferral   contributions   and   to   Participant   nondeductible
          contributions, the matching contributions apply first to deferral
          contributions.  Furthermore,  the  matching contribution  formula
          does  not  apply  to   deferral  contributions  that  are  excess
          deferrals  under  Section 14.07.  For  this  purpose: (a)  excess
          deferrals  relate first  to deferral  contributions for  the Plan
          Year not otherwise eligible for  a matching contribution; and (2)
          if the Plan Year is not a calendar year, the excess deferrals for
          a Plan Year are  the last elective deferrals made for  a calendar
          year.  Under  a  Standardized  Plan,  an  Employee  forfeits  any
          matching contribution attributable  to an excess contribution  or
          to an  excess aggregate contribution, unless distributed pursuant
          to Sections  14.08 or 14.09.  Under a Nonstandardized  Plan, this
          forfeiture rule  applies only if specified  in Adoption Agreement
          Section 3.06. The provisions of Section 3.05 govern the treatment
          of any forfeiture  described in this paragraph,  and the Advisory
          Committee  will  compute  a  Participant's  ACP  under  14.09  by
          disregarding the forfeiture.

          (C)  Qualified nonelective contributions. If the Employer, at the
          time of contribution, designates a contribution to be a qualified
          nonelective  contribution   for  the  Plan   Year,  the  Advisory
          Committee  will allocate that  qualified nonelective contribution
          to  the  Qualified  Nonelective  Contributions  Account  of  each
          Participant  eligible  for  an  allocation   of  that  designated
          contribution,  as specified  in  Section 3.04  of the  Employer's
          Adoption   Agreement.  The  Advisory   Committee  will  make  the
          allocation  to each  eligible Participant's  Account in  the same
          ratio that the Participant's Compensation for the Plan Year bears
          to the total  Compensation of all  eligible Participants for  the
          Plan Year. The Advisory  Committee will determine a Participant's
          Compensation  in  accordance  with  the   general  definition  of
          Compensation under Section 1.12  of the Plan, as modified  by the
          Employer in Sections 1.12 and 3.06 of its Adoption Agreement.

          (D)  Nonelective contributions. To the extent the Employer  makes
          nonelective contributions for the Plan Year which, at the time of
          contribution,  it  does not  designate  as qualified  nonelective
          contributions,  the  Advisory   Committee  will  allocate   those
          contributions in accordance with the elections under Section 3.04
          of the Employer's Adoption Agreement. For purposes of the special
          nondiscrimination tests  described in  Sections 14.08  and 14.09,
          the  Advisory  Committee   may  treat  nonelective  contributions
          allocated  under   this   paragraph  as   qualified   nonelective
          contributions,  if  the   contributions  otherwise  satisfy   the
          definition of qualified nonelective contributions.

               14.07 ANNUAL ELECTIVE DEFERRAL LIMITATION. 

          (A)  Annual Elective Deferral Limitation. An  Employee's elective
          deferrals for a  calendar year beginning after December 31, 1986,
          may not  exceed the 402(g)  limitation. The 402(g)  limitation is
          the  greater of $7,000 or  the adjusted amount  determined by the
<PAGE>






          Secretary  of the  Treasury. If, pursuant  to a  salary reduction
          agreement  or pursuant  to  a  cash  or  deferral  election,  the
          Employer determines the Employee's elective deferrals to the Plan
          for  a  calendar year  would  exceed the  402(g)  limitation, the
          Employer will suspend the Employee's  salary reduction agreement,
          if any, until the following January 1 and pay in cash the portion
          of  a cash  or  deferral  election  which  would  result  in  the
          Employee's elective deferrals for the calendar year exceeding the
          402(g)  limitation.  If  the  Advisory  Committee  determines  an
          Employee's elective deferrals already contributed to the Plan for
          a  calendar  year  exceed  the 402(g)  limitation,  the  Advisory
          Committee  will distribute  the amount  in excess  of the  402(g)
          limitation  (the "excess  deferral"), as  adjusted  for allocable
          income, no later than April 15 of the following calendar year. If
          the  Advisory Committee  distributes the  excess deferral  by the
          appropriate April  15, it may make  the distribution irrespective
          of any other  provision under this  Plan or under  the Code.  The
          Advisory Committee will reduce the amount of excess deferrals for
          a  calendar year distributable to  the Employee by  the amount of
          excess contributions  (as determined  in Section 14.08),  if any,
          previously  distributed  to  the   Employee  for  the  Plan  Year
          beginning in that calendar year.

               If an Employee  participates in another plan under  which he
          makes   elective  deferrals   pursuant  to  a   Code  Sect.401(k)
          arrangement,  elective  deferrals  under  a  Simplified  Employee
          Pension,  or salary  reduction contributions  to  a tax-sheltered
          annuity, irrespective of whether the Employer maintains the other
          plan, he may provide  the Advisory Committee a written  claim for
          excess  deferrals made  for a  calendar year.  The Employee  must
          submit the claim no later than the March 1 following the close of
          the  particular calendar  year  and the  claim  must specify  the
          amount of the Employee's elective deferrals under this Plan which
          are excess deferrals. If the Advisory Committee receives a timely
          claim, it  will distribute the  excess deferral (as  adjusted for
          allocable income)  the  Employee has  assigned to  this Plan,  in
          accordance  with  the  distribution  procedure  described  in the
          immediately preceding paragraph. 

          (B)  Allocable income.  For purposes of making  a distribution of
          excess deferrals pursuant to this Section 14.07, allocable income
          means  net income or net  loss allocable to  the excess deferrals
          for  the  calendar year  in which  the  Employee made  the excess
          deferral,   determined   in   a   manner   which   is    uniform,
          nondiscriminatory and reasonably reflective of the manner used by
          the Plan to allocate income to Participants' Accounts.
<PAGE>






               14.08 ACTUAL DEFERRAL PERCENTAGE ("ADP") TEST. For each Plan
          Year, the  Advisory Committee must determine  whether the  Plan's
          Code Sect.401(k)  arrangement satisfies  either of  the following
          ADP tests: 

               (i)  The average ADP  for the Highly  Compensated Group does
               not  exceed  1.25 times  the  average ADP  of  the Nonhighly
               Compensated Group; or

               (ii) The  average ADP for the Highly  Compensated Group does
               not  exceed the  average ADP  for the  Nonhighly Compensated
               Group  by more  than two  percentage points  (or the  lesser
               percentage  permitted by  the  multiple  use  limitation  in
               Section  14.10)   and  the   average  ADP  for   the  Highly
               Compensated Group is not more than twice the average ADP for
               the Nonhighly Compensated Group.

          (A)  Calculation  of  ADP. The  average ADP  for  a group  is the
          average  of  the  separate  ADPs  calculated  for  each  Eligible
          Employee  who is a member  of that group.  An Eligible Employee's
          ADP  for  a Plan  Year is  the ratio  of the  Eligible Employee's
          deferral  contributions  for  the  Plan Year  to  the  Employee's
          Compensation  for the  Plan Year.  For aggregated  family members
          treated as a single  Highly Compensated Employee, the ADP  of the
          family  unit  is the  ADP  determined by  combining  the deferral
          contributions and Compensation of all  aggregated family members.
          A Nonhighly Compensated Employee's  ADP does not include elective
          deferrals made to  this Plan or  to any other Plan  maintained by
          the Employer,  to the extent  such elective deferrals  exceed the
          402(g) limitation described in Section 14.07(A). 

               The Advisory Committee, in a manner consistent with Treasury
          regulations,  may determine the ADPs of the Eligible Employees by
          taking   into  account  qualified  nonelective  contributions  or
          qualified matching contributions,  or both, made to  this Plan or
          to any  other  qualified Plan  maintained  by the  Employer.  The
          Advisory   Committee  may   not  include   qualified  nonelective
          contributions  in   the  ADP   test  unless  the   allocation  of
          nonelective contributions is nondiscriminatory when  the Advisory
          Committee   takes  into  account  all  nonelective  contributions
          (including the qualified nonelective contributions) and also when
          the Advisory  Committee takes  into account only  the nonelective
          contributions not used in  either the ADP test described  in this
          Section 14.08 or  the ACP  test described in  Section 14.09.  For
          Plan  Years  beginning  after  December 31,  1989,  the  Advisory
          Committee  may  not  include  in  the  ADP  test  any   qualified
          nonelective  contributions  or  qualified matching  contributions
          under another qualified plan  unless that plan has the  same plan
          year as this Plan.  The Advisory Committee must  maintain records
          to demonstrate compliance with the ADP test, including the extent
          to  which the  Plan used  qualified nonelective  contributions or
          qualified matching contributions to satisfy the test.
<PAGE>






               For  Plan  Years beginning  prior  to January  1,  1992, the
          Advisory Committee may elect to apply a separate ADP test to each
          component group  under the Plan. Each  component group separately
          must satisfy the commonality  requirement of the Code Sect.401(k)
          regulations  and  the  minimum  coverage   requirements  of  Code
          Sect.410(b). A  component group  consists of all  the allocations
          and other benefits,  rights and features  provided that group  of
          Employees. An Employee may not be part of more than one component
          group. The correction rules described in this Section 14.08 apply
          separately to each component group.

          (B)  Special  aggregation rule for  Highly Compensated Employees.
          To  determine  the ADP  of any  Highly Compensated  Employee, the
          deferral  contributions  taken  into  account  must  include  any
          elective deferrals made by  the Highly Compensated Employee under
          any  other   Code  Sect.401(k)  arrangement   maintained  by  the
          Employer,  unless the elective deferrals  are to an  ESOP. If the
          plans containing the Code Sect.401(k) arrangements have different
          plan years,  the Advisory  Committee will determine  the combined
          deferral contributions on the  basis of the plan years  ending in
          the same calendar year. 

          (C)  Aggregation of certain Code Sect.401(k) arrangements. If the
          Employer   treats  two   plans  as   a   unit  for   coverage  or
          nondiscrimination  purposes, the  Employer must combine  the Code
          Sect.401(k) arrangements under  such plans  to determine  whether
          either plan satisfies the ADP test. This aggregation rule applies
          to the ADP determination for all Eligible Employees, irrespective
          of whether  an Eligible Employee is a Highly Compensated Employee
          or  a Nonhighly  Compensated Employee.  For Plan  Years beginning
          after  December  31, 1989,  an  aggregation  of Code  Sect.401(k)
          arrangements  under this paragraph does not  apply to plans which
          have different  plan years  and, for Plan  Years beginning  after
          December 31, 1988,  the Advisory Committee  may not aggregate  an
          ESOP (or  the ESOP portion  of a plan)  with a non-ESOP  plan (or
          non-ESOP portion of a plan). 

          (D)  Characterization  of excess  contributions. If,  pursuant to
          this Section 14.08, the Advisory Committee has elected to include
          qualified matching contributions in the average ADP, the Advisory
          Committee  will   treat  excess  contributions   as  attributable
          proportionately  to  deferral  contributions  and   to  qualified
          matching contributions  allocated on the basis  of those deferral
          contributions.  If  the  total  amount of  a  Highly  Compensated
          Employee's  excess contributions  for the  Plan Year  exceeds his
          deferral  contributions or  qualified matching  contributions for
          the Plan  Year, the Advisory  Committee will treat  the remaining
          portion of his excess  contributions as attributable to qualified
          nonelective contributions. The Advisory Committee will reduce the
          amount of excess contributions for a Plan Year distributable to a
          Highly Compensated Employee by the amount of excess deferrals (as
          determined in  Section 14.07), if any,  previously distributed to
          that Employee for the Employee's taxable year ending in that Plan
          Year.
<PAGE>






          (E)  Distribution   of  excess  contributions.  If  the  Advisory
          Committee determines the Plan fails to satisfy the ADP test for a
          Plan  Year,  it  must  distribute the  excess  contributions,  as
          adjusted  for  allocable  income,  during  the  next  Plan  Year.
          However,  the Employer will  incur an excise tax  equal to 10% of
          the  amount  of   excess  contributions  for  a  Plan   Year  not
          distributed  to  the  appropriate  Highly  Compensated  Employees
          during the  first 2 1/2  months of that  next Plan Year.  The excess
          contributions are  the amount  of deferral contributions  made by
          the Highly Compensated Employees which causes the Plan to fail to
          satisfy the ADP test.  The Advisory Committee will distribute  to
          each  Highly Compensated  Employee  his respective  share of  the
          excess contributions. The Advisory  Committee will determine  the
          respective shares  of excess  contributions by starting  with the
          Highly Compensated Employee(s) who has the greatest ADP, reducing
          his ADP (but not below the next highest ADP), then, if necessary,
          reducing the  ADP of  the Highly  Compensated Employee(s)  at the
          next  highest  ADP  level  (including  the  ADP   of  the  Highly
          Compensated Employee(s) whose ADP the  Advisory Committee already
          has reduced), and continuing in this manner until the average ADP
          for the Highly Compensated  Group satisfies the ADP test.  If the
          Highly  Compensated  Employee is  part  of  an aggregated  family
          group, the Advisory Committee,  in accordance with the applicable
          Treasury  regulations,  will  determine  each  aggregated  family
          member's allocable share of  the excess contributions assigned to
          the family unit.

          (F)  Allocable income. To determine  the amount of the corrective
          distribution  required under  this  Section  14.08, the  Advisory
          Committee must calculate  the allocable income for  the Plan Year
          in which the excess contributions arose. "Allocable income" means
          net income or  net loss.  To calculate allocable  income for  the
          Plan  Year,  the  Advisory  Committee  will  use  a  uniform  and
          nondiscriminatory  method  which reasonably  reflects  the manner
          used by the Plan to allocate income to Participants' Accounts.

               14.09   NONDISCRIMINATION   RULES   FOR  EMPLOYER   MATCHING
          CONTRIBUTIONS/PARTICIPANT  NONDEDUCTIBLE CONTRIBUTIONS.  For Plan
          Years  beginning after December 31, 1986, the  Advisory Committee
          must determine whether the annual Employer matching contributions
          (other  than qualified  matching  contributions used  in the  ADP
          under  Section 14.08), if any, and the Employee contributions, if
          any,  satisfy  either  of   the  following  average  contribution
          percentage ("ACP") tests:

               (i)  The  ACP  for the  Highly  Compensated  Group does  not
               exceed  1.25  times the  ACP  of  the Nonhighly  Compensated
               Group; or
<PAGE>






               (ii) The  ACP  for the  Highly  Compensated  Group does  not
               exceed the ACP for  the Nonhighly Compensated Group by  more
               than  two  percentage  points   (or  the  lesser  percentage
               permitted by  the multiple use limitation  in Section 14.10)
               and the ACP  for the  Highly Compensated Group  is not  more
               than twice the ACP for the Nonhighly Compensated Group.

          (A)  Calculation of ACP. The  average contribution percentage for
          a group is the average  of the separate contribution  percentages
          calculated for each  Eligible Employee  who is a  member of  that
          group. An Eligible Employee's  contribution percentage for a Plan
          Year  is   the  ratio   of  the  Eligible   Employee's  aggregate
          contributions for  the Plan  Year to the  Employee's Compensation
          for  the  Plan  Year.  "Aggregate  contributions"   are  Employer
          matching   contributions   (other    than   qualified    matching
          contributions  used  in the  ADP  test under  Section  14.08) and
          employee  contributions  (as  defined   in  Section  14.03).  For
          aggregated family members treated  as a single Highly Compensated
          Employee, the  contribution percentage of the family  unit is the
          contribution  percentage determined  by  combining the  aggregate
          contributions and Compensation of all aggregated family members. 

               The Advisory Committee, in a manner consistent with Treasury
          regulations, may  determine the  contribution percentages  of the
          Eligible Employees by  taking into account  qualified nonelective
          contributions  (other  than  qualified nonelective  contributions
          used  in the ADP test under Section 14.08) or elective deferrals,
          or  both,  made to  this  Plan or  to  any  other qualified  Plan
          maintained  by  the  Employer.  The Advisory  Committee  may  not
          include  qualified  nonelective  contributions  in  the  ACP test
          unless   the   allocation   of   nonelective   contributions   is
          nondiscriminatory  when the Advisory Committee takes into account
          all   nonelective   contributions   (including    the   qualified
          nonelective contributions) and also  when the Advisory  Committee
          takes into account only the nonelective contributions not used in
          either the ADP test  described in Section 14.08  or the ACP  test
          described in  this Section 14.09. The Advisory  Committee may not
          include elective deferrals in the ACP test, unless the Plan which
          includes the elective deferrals satisfies  the ADP test both with
          and without the elective deferrals included in this ACP test. For
          Plan  Years  beginning  after  December 31,  1989,  the  Advisory
          Committee   may  not  include  in  the  ACP  test  any  qualified
          nonelective  contributions  or elective  deferrals  under another
          qualified plan  unless that plan  has the same plan  year as this
          Plan. The Advisory Committee must maintain records to demonstrate
          compliance with the ACP  test, including the extent to  which the
          Plan  used   qualified  nonelective  contributions   or  elective
          deferrals  to satisfy the test. For Plan Years beginning prior to
          January 1, 1992, the component group testing rule permitted under
          Section  14.08(A) also applies to the ACP test under this Section
          14.09.

          (B)  Special aggregation  rule for Highly  Compensated Employees.
          To   determine   the  contribution   percentage  of   any  Highly
<PAGE>






          Compensated  Employee, the  aggregate  contributions  taken  into
          account  must  include  any  matching  contributions  (other than
          qualified matching  contributions used in  the ADP test)  and any
          Employee  contributions  made on  his  behalf to  any  other plan
          maintained by the Employer, unless the other plan  is an ESOP. If
          the  plans have different plan years, the Advisory Committee will
          determine the  combined aggregate  contributions on the  basis of
          the plan years ending in the same calendar year. 

          (C)  Aggregation  of certain  plans. If  the Employer  treats two
          plans as a unit  for coverage or nondiscrimination purposes,  the
          Employer must combine the plans  to determine whether either plan
          satisfies  the  ACP test.  This aggregation  rule applies  to the
          contribution percentage determination for all Eligible Employees,
          irrespective  of  whether  an   Eligible  Employee  is  a  Highly
          Compensated  Employee or  a  Nonhighly Compensated  Employee. For
          Plan Years beginning  after December 31, 1989,  an aggregation of
          plans under this  paragraph does  not apply to  plans which  have
          different plan years and, for Plan Years beginning after December
          31,  1988, the Advisory Committee  may not aggregate  an ESOP (or
          the ESOP portion  of a plan)  with a  non-ESOP plan (or  non-ESOP
          portion of a plan).

          (D)  Distribution of excess aggregate contributions. The Advisory
          Committee  will  determine excess  aggregate  contributions after
          determining  excess  deferrals  under  Section 14.07  and  excess
          contributions  under  Section  14.08. If  the  Advisory Committee
          determines  the Plan  fails to satisfy  the ACP  test for  a Plan
          Year, it  must distribute the excess  aggregate contributions, as
          adjusted  for  allocable  income,  during  the  next  Plan  Year.
          However, the  Employer will incur an  excise tax equal to  10% of
          the  amount of excess aggregate contributions for a Plan Year not
          distributed  to  the  appropriate  Highly  Compensated  Employees
          during  the first 2 1/2 months of that  next Plan Year.  The excess
          aggregate contributions are the amount of aggregate contributions
          allocated  on behalf  of the  Highly Compensated  Employees which
          causes the  Plan to fail  to satisfy  the ACP test.  The Advisory
          Committee will distribute to each Highly Compensated Employee his
          respective share  of  the  excess  aggregate  contributions.  The
          Advisory Committee will determine the respective shares of excess
          aggregate contributions by starting  with the Highly  Compensated
          Employee(s)   who  has  the   greatest  contribution  percentage,
          reducing  his contribution  percentage  (but not  below the  next
          highest  contribution percentage),  then, if  necessary, reducing
          the contribution percentage of the Highly Compensated Employee(s)
          at the next highest  contribution percentage level (including the
          contribution  percentage of  the  Highly Compensated  Employee(s)
          whose contribution  percentage the Advisory Committee already has
          reduced), and continuing  in this  manner until the  ACP for  the
          Highly Compensated  Group satisfies the  ACP test. If  the Highly
          Compensated Employee is  part of an aggregated family  group, the
          Advisory Committee,  in accordance  with the  applicable Treasury
          regulations,  will  determine  each  aggregated  family  member's
<PAGE>






          allocable share of the excess aggregate contributions assigned to
          the family unit.

          (E)  Allocable income. To determine  the amount of the corrective
          distribution  required  under this  Section  14.09,  the Advisory
          Committee must calculate  the allocable income for the  Plan Year
          in which  the  excess aggregate  contributions arose.  "Allocable
          income" means net income or net loss. The Advisory Committee will
          determine  allocable income in  the same  manner as  described in
          Section 14.08(F) for excess contributions.

          (F)  Characterization  of  excess  aggregate  contributions.  The
          Advisory  Committee will  treat a  Highly  Compensated Employee's
          allocable   share  of  excess   aggregate  contributions  in  the
          following  priority: (1)  first as  attributable to  his Employee
          contributions which are voluntary contributions, if any; (2) then
          as  matching  contributions  allocable  with  respect  to  excess
          contributions determined under the  ADP test described in Section
          14.08; (3) then on a pro rata basis to matching contributions and
          to  the  deferral  contributions   relating  to  those   matching
          contributions which  the Advisory  Committee has included  in the
          ACP test; (4) then on a pro rata basis  to Employee contributions
          which are  mandatory contributions, if  any, and to  the matching
          contributions  allocated   on  the   basis  of   those  mandatory
          contributions;    and   (5)   last   to   qualified   nonelective
          contributions  used in  the ACP  test. To  the extent  the Highly
          Compensated   Employee's   excess  aggregate   contributions  are
          attributable to matching contributions, and he is not 100% vested
          in his  Accrued Benefit  attributable to  matching contributions,
          the Advisory  Committee will  distribute only the  vested portion
          and  forfeit  the nonvested  portion. The  vested portion  of the
          Highly  Compensated  Employee's  excess  aggregate  contributions
          attributable  to  Employer matching  contributions  is  the total
          amount of  such excess  aggregate contributions (as  adjusted for
          allocable income) multiplied by his vested percentage (determined
          as of the last day of the  Plan Year for which the Employer  made
          the matching contribution). The Employer will specify in Adoption
          Agreement Section 3.05 the manner in which the Plan will allocate
          forfeited excess aggregate contributions.

               14.10  MULTIPLE  USE  LIMITATION. For  Plan  Years beginning
          after December  31,  1988, if  at  least one  Highly  Compensated
          Employee is includible in the ADP test under Section 14.08 and in
          the  ACP  test  under  Section  14.09,  the  sum  of  the  Highly
          Compensated Group's ADP and  ACP may not exceed the  multiple use
          limitation. 

               The multiple use limitation is the sum of (i) and (ii):

               (i)  125%  of the greater of:  (a) the ADP  of the Nonhighly
               Compensated Group under the Code Sect.401(k) arrangement; or
               (b)  the ACP of the Nonhighly Compensated Group for the Plan
               Year  beginning with  or within  the Plan  Year of  the Code
               Sect.401(k) arrangement.
<PAGE>






               (ii) 2% plus the  lesser of  (i)(a) or (i)(b),  but no  more
               than twice the lesser of (i)(a) or (i)(b).

               The Advisory Committee, in  lieu of determining the multiple
          use limitation as the sum of (i) and (ii), may elect to determine
          the multiple use limitation as the sum of (iii) and (iv):

               (iii)     125%  of  the  lesser  of:  (a)  the  ADP  of  the
               Nonhighly  Compensated  Group  under  the  Code  Sect.401(k)
               arrangement;  or (b)  the ACP  of the  Nonhighly Compensated
               Group  for the Plan Year  beginning with or  within the Plan
               Year of the Code Sect.401(k) arrangement.

               (iv) 2% plus  the greater of  (iii)(a) or  (iii)(b), but  no
               more than twice the greater of (iii)(a) or (iii)(b).

               The  Advisory  Committee  will determine  whether  the  Plan
          satisfies the multiple use limitation after applying the ADP test
          under  Section 14.08  and the  ACP test  under Section  14.09 and
          after  making any  corrective  distributions  required  by  those
          Sections.  If, after  applying this  Section 14.10,  the Advisory
          Committee determines the Plan has failed  to satisfy the multiple
          use limitation,  the Advisory Committee will  correct the failure
          by  treating  the excess  amount  as  excess contributions  under
          Section 14.08 or as  excess aggregate contributions under Section
          14.09,  as it  determines in  its sole  discretion. This  Section
          14.10 does not apply unless, prior to application of the multiple
          use limitation, the  ADP and  the ACP of  the Highly  Compensated
          Group  each exceeds  125% of  the respective percentages  for the
          Nonhighly Compensated Group.

               14.11  DISTRIBUTION RESTRICTIONS. The Employer must elect in
          Section  6.03  the  Adoption  Agreement the  distribution  events
          permitted under  the Plan. The distribution  events applicable to
          the  Participant's  Deferral  Contributions   Account,  Qualified
          Nonelective   Contributions   Account   and  Qualified   Matching
          Contributions  Account must satisfy the distribution restrictions
          described in paragraph (m) of Section 14.03.

          (A)  Hardship distributions from Deferral  Contributions Account.
          The  Employer  must  elect  in Adoption  Agreement  Section  6.03
          whether a Participant may receive hardship distributions from his
          Deferral  Contributions  Account   prior  to  the   Participant's
          Separation from Service. Hardship distributions from the Deferral
          Contributions  Account  must  satisfy the  requirements  of  this
          Section 14.11. A  hardship distribution option  may not apply  to
          the Participant's Qualified  Nonelective Contributions Account or
          Qualified Matching Contributions Account,  except as provided  in
          paragraph (3).

               (1)  Definition  of hardship. A  hardship distribution under
          this  Section 14.11  must be  on account  of one  or more  of the
          following immediate  and heavy financial needs:  (1) medical care
          described in Code Sect.213(d) incurred by the Participant, by the
<PAGE>






          Participant's spouse, or by  any of the Participant's dependents,
          or  necessary  to  obtain such  medical  care;  (2)  the purchase
          (excluding mortgage  payments) of  a principal residence  for the
          Participant;  (3) the payment of post-secondary education tuition
          and  related educational fees, for the  next 12-month period, for
          the  Participant, for the Participant's spouse, or for any of the
          Participant's dependents  (as defined  in Code Sect.152);  (4) to
          prevent  the  eviction  of  the Participant  from  his  principal
          residence or the foreclosure on the mortgage of the Participant's
          principal residence; or  (5) any need  prescribed by the  Revenue
          Service  in a revenue ruling, notice or other document of general
          applicability  which  satisfies  the  safe harbor  definition  of
          hardship.

               (2)  Restrictions. The  following  restrictions apply  to  a
          Participant  who  receives  a  hardship  distribution:  (a)   the
          Participant  may   not  make   elective  deferrals   or  employee
          contributions to the Plan for  the 12-month period following  the
          date of his hardship distribution; (b) the distribution is not in
          excess  of the amount of  the immediate and  heavy financial need
          (including any  amounts necessary  to pay  any federal,  state or
          local income taxes or  penalties reasonably anticipated to result
          from the  distribution); (c)  the Participant must  have obtained
          all  distributions, other  than hardship  distributions, and  all
          nontaxable  loans (determined at the  time of the loan) currently
          available  under   this  Plan  and  all   other  qualified  plans
          maintained  by the Employer;  and (d)  the Participant  agrees to
          limit elective  deferrals under  this  Plan and  under any  other
          qualified Plan maintained by  the Employer, for the Participant's
          taxable  year  immediately  following  the taxable  year  of  the
          hardship distribution, to the  402(g) limitation (as described in
          Section  14.07),  reduced  by  the amount  of  the  Participant's
          elective deferrals  made  in the  taxable  year of  the  hardship
          distribution. The suspension of  elective deferrals and  employee
          contributions  described in  clause (a)  also must  apply to  all
          other qualified plans and to  all nonqualified plans of  deferred
          compensation maintained by the Employer, other than any mandatory
          employee  contribution   portion  of  a  defined   benefit  plan,
          including stock  option, stock purchase and  other similar plans,
          but not including health or welfare benefit plans (other than the
          cash or deferred arrangement portion of a cafeteria plan).

               (3)  Earnings. For  Plan Years beginning after  December 31,
          1988, a  hardship distribution under  this Section 14.11  may not
          include  earnings on  an Employee's  elective deferrals  credited
          after December  31, 1988.  Qualified  matching contributions  and
          qualified  nonelective  contributions, and  any earnings  on such
          contributions, credited as  of December 31, 1988,  are subject to
          the  hardship  withdrawal only  if the  Employer specifies  in an
          addendum  to this  Section  14.11. The  addendum  may modify  the
          December  31, 1988,  date  for purposes  of determining  credited
          amounts  provided the date is not later  than the end of the last
          Plan Year ending before July 1, 1989.
<PAGE>






          (B)  Distributions after Separation  from Service. Following  the
          Participant's  Separation from  Service, the  distribution events
          applicable  to  the  Participant  apply equally  to  all  of  the
          Participant's Accounts, except as elected in  Section 6.03 of the
          Employer's Adoption Agreement. 

          (C)  Correction of  Annual Additions Limitation. If,  as a result
          of  a reasonable  error  in determining  the  amount of  elective
          deferrals an Employee may  make without violating the limitations
          of Part 2 of Article III, an  Excess Amount results, the Advisory
          Committee  will  return  the   Excess  Amount  (as  adjusted  for
          allocable  income)  attributable to  the elective  deferrals. The
          Advisory Committee will make  this distribution before taking any
          corrective steps pursuant to Section 3.10 or to Section 3.16. The
          Advisory Committee will disregard any elective deferrals returned
          under this Section 14.11(C) for purposes of Sections 14.07, 14.08
          and 14.09.

               14.12   SPECIAL  ALLOCATION RULES.  If the  Code Sect.401(k)
          arrangement provides for salary  reduction contributions, if  the
          Plan   accepts  Employee  contributions,   pursuant  to  Adoption
          Agreement  Section  4.01,  or  if  the  Plan  allocates  matching
          contributions as of any date other  than the last day of the Plan
          Year,  the Employer must elect in Adoption Agreement 9.11 whether
          any special  allocation provisions will apply  under Section 9.11
          of the Plan. For purposes of the elections:

               (a)  A  "segregated  Account" direction  means  the Advisory
               Committee  will  establish  a  segregated  Account  for  the
               applicable  contributions made  on the  Participant's behalf
               during the Plan Year. The Trustee must invest the segregated
               Account  in  Federally   insured  interest  bearing  savings
               account(s) or time deposits, or a combination of both, or in
               any  other  fixed   income  investments,  unless   otherwise
               specified in  the Employer's  Adoption Agreement. As  of the
               last  day of each Plan  Year (or, if  earlier, an allocation
               date coinciding  with a valuation date  described in Section
               9.11), the Advisory Committee will reallocate the segregated
               Account   to  the  Participant's   appropriate  Account,  in
               accordance  with  Section 3.04  or  Section  4.06, whichever
               applies to the contributions.
<PAGE>






               (b)  A  "weighted average  allocation" method  will treat  a
               weighted  portion  of  the  applicable  contributions  as if
               includible in the Participant's  Account as of the beginning
               of the valuation period. The weighted portion is a fraction,
               the  numerator of  which  is the  number  of months  in  the
               valuation  period,  excluding  each month  in  the valuation
               period which begins  prior to the  contribution date of  the
               applicable contributions,  and the  denominator of  which is
               the number of months in  the valuation period. The  Employer
               may  elect  in  its   Adoption  Agreement  to  substitute  a
               weighting  period other  than  months for  purposes of  this
               weighted average allocation.

              *   *   *   *   *   *   *   *   *   *   *   *   *   *   *
<PAGE>






                                      ARTICLE A
                         APPENDIX TO PLAN AND TRUST AGREEMENT

               This Article  is necessary  to comply with  the Unemployment
          Compensation  Amendments Act of 1992  and is an  integral part of
          the  basic  plan   document.    Section  12.08  applies   to  any
          modification or amendment of this Article.

               A-1.   APPLICATIONS.  This Article  applies to distributions
          made  on or after January 1, 1993.  Notwithstanding any provision
          of  the Plan  to  the  contrary  that  would  otherwise  limit  a
          distributee's  election  under this  Article,  a  distributee may
          elect,  at the  time and  in the  manner  prescribed by  the Plan
          Administrator,  to  have  any  portion of  an  eligible  rollover
          distribution  paid  directly  to   an  eligible  retirement  plan
          specified by the distributee in a direct rollover.

               A-2.  DEFINITIONS.

               (a)  "Eligible rollover distribution." An  eligible rollover
          distribution is any  distribution of  all or any  portion of  the
          balance to the credit of the distributee, except that an eligible
          rollover distribution does not  include: any distribution that is
          one of  a series  of substantially equal  periodic payments  (not
          less  frequently  than annually)  made  for  the  life  (or  life
          expectancy)  of the distributee or the joint lives (or joint life
          expectancies) of the distributee and the distributee's designated
          beneficiary, or for a specified period of ten years or  more; any
          distribution to  the extent  such distribution is  required under
          Code Sect.401(a)(9); and the portion  of any distribution that is
          not includible in gross income (determined  without regard to the
          exclusion of net unrealized appreciation with respect to employer
          securities).

               (b)  "Eligible retirement plan." An eligible retirement plan
          is   an  individual   retirement   account   described  in   Code
          Sect.408(a), an  individual retirement annuity  described in Code
          Sect.408(b), an  annuity plan described in Code Sect.403(a), or a
          qualified trust  described in Code Sect.401(a),  that accepts the
          distributee's eligible rollover  distribution.   However, in  the
          case  of  an  eligible  rollover distribution  to  the  surviving
          spouse, an  eligible retirement plan is  an individual retirement
          account or individual retirement annuity.

               (c)  "Distributee."  A distributee  includes an  Employee or
          former  Employee.     In  addition,  the   Employee's  or  former
          Employee's  surviving  spouse   and  the  Employee's  or   former
          Employee's spouse  or former  spouse who  is the  alternate payee
          under a qualified  domestic relations order,  as defined in  Code
          Sect.414(p), are distributees with regard to the interest  of the
          spouse or former spouse.
<PAGE>






               (d)  "Direct rollover."  A direct  rollover is a  payment by
          the  Plan to  the  eligible  retirement  plan  specified  by  the
          distributee.
<PAGE>






                               ADOPTION AGREEMENT #011
                 NONSTANDARDIZED CODE Sect.401(k) PROFIT SHARING PLAN
<PAGE>






                                  TABLE OF CONTENTS

          ARTICLE I
                                     DEFINITIONS  . . . . . . . . . . .   1
               1.02 TRUSTEE . . . . . . . . . . . . . . . . . . . . . .   1
               1.03 PLAN  . . . . . . . . . . . . . . . . . . . . . . .   1
               1.07 EMPLOYEE  . . . . . . . . . . . . . . . . . . . . .   1
                    Leased Employees  . . . . . . . . . . . . . . . . .   2
                    Related Employers . . . . . . . . . . . . . . . . .   2
               1.12  COMPENSATION . . . . . . . . . . . . . . . . . . .   2
                    Treatment of elective contributions . . . . . . . .   2
                    Modifications to Compensation definition  . . . . .   2
                    Special definition for matching contributions . . .   3
                    Special    definition    for   salary    reduction
                         contributions  . . . . . . . . . . . . . . . .   3
               1.17 PLAN YEAR/LIMITATION YEAR . . . . . . . . . . . . .   3
                    Plan Year . . . . . . . . . . . . . . . . . . . . .   3
                    Limitation Year . . . . . . . . . . . . . . . . . .   4
               1.18 EFFECTIVE DATE  . . . . . . . . . . . . . . . . . .   4
                    New Plan  . . . . . . . . . . . . . . . . . . . . .   4
                    Restated Plan . . . . . . . . . . . . . . . . . . .   4
               1.27 HOUR OF SERVICE . . . . . . . . . . . . . . . . . .   4
               1.29 SERVICE FOR PREDECESSOR EMPLOYER  . . . . . . . . .   4
               1.31 LEASED EMPLOYEES  . . . . . . . . . . . . . . . . .   5

          ARTICLE II
                                EMPLOYEE PARTICIPANTS . . . . . . . . .   5
               2.01 ELIGIBILITY . . . . . . . . . . . . . . . . . . . .   5
                    Eligibility conditions  . . . . . . . . . . . . . .   5
                    Plan Entry Date . . . . . . . . . . . . . . . . . .   6
                    Time of Participation . . . . . . . . . . . . . . .   6
                    Dual eligibility  . . . . . . . . . . . . . . . . .   7
               2.02  YEAR OF SERVICE - PARTICIPATION  . . . . . . . . .   7
                    Hours of Service  . . . . . . . . . . . . . . . . .   7
                    Eligibility computation period  . . . . . . . . . .   8
               2.03  BREAK IN SERVICE - PARTICIPATION . . . . . . . . .   8
               2.06  ELECTION NOT TO PARTICIPATE  . . . . . . . . . . .   8

          ARTICLE III
                        EMPLOYER CONTRIBUTIONS AND FORFEITURES  . . . .   8
               3.01 AMOUNT  . . . . . . . . . . . . . . . . . . . . . .   8
                    Part  I.   [Options (a)  through  (g)]   Amount of
                         Employer's contribution  . . . . . . . . . . .   8
                         Deferral   contributions  (Code   Sect.401(k)
                              arrangement)  . . . . . . . . . . . . . .   9
                         Matching contributions . . . . . . . . . . . .   9
                         Designated        qualified       nonelective
                              contributions . . . . . . . . . . . . . .   9
                         Nonelective contributions  . . . . . . . . . .   9
                         Frozen Plan  . . . . . . . . . . . . . . . . .  10
                    Net Profits . . . . . . . . . . . . . . . . . . . .  10


                                         II-i
<PAGE>






                    Part  II.   [Options  (h) through  (j)]   Matching
                         contribution formula . . . . . . . . . . . . .  11
                         Amount of matching contributions . . . . . . .  11
                    Related Employers . . . . . . . . . . . . . . . . .  11
                         Definition of eligible contributions . . . . .  12
                         amount of eligible  contributions taken  into
                              account . . . . . . . . . . . . . . . . .  12
                    Part III.   [Options (i) and (l)].   special rules
                         for Code Sect.401(k) Arrangement . . . . . . .  12
                         Salary Reduction Agreements  . . . . . . . . .  12
                         Cash or deferred contributions . . . . . . . .  14
               3.04 CONTRIBUTION ALLOCATION . . . . . . . . . . . . . .  14
                    Part  I.   [Options  (a)  through  (d)].   Special
                         Accounting elections . . . . . . . . . . . . .  14
                         Matching Contributions Account . . . . . . . .  14
                         Special Allocation Dates for Salary Reduction
                              Contributions . . . . . . . . . . . . . .  14
                         Special   Allocation   Dates   for   Matching
                              Contributions . . . . . . . . . . . . . .  14
                         Designated        Qualified       Nonelective
                              Contributions          Definitions    of
                              Participant . . . . . . . . . . . . . . .  15
                    Part  II.    Method  of  Allocation    Nonelective
                         Contribution . . . . . . . . . . . . . . . . .  15
                         Nonintegrated Allocation Formula . . . . . . .  15
                         Three-Tiered Integrated Allocation Formula . .  16
                         Four-Tiered Integrated Allocation Formula  . .  16
                         Excess Compensation  . . . . . . . . . . . . .  17
                    Maximum Disparity Table . . . . . . . . . . . . . .  17
                         Allocation offset  . . . . . . . . . . . . . .  17
                    Top   Heavy   Minimum  Allocation       Method  of
                         Compliance . . . . . . . . . . . . . . . . . .  18
                    Related employers . . . . . . . . . . . . . . . . .  18
               3.05 FORFEITURE ALLOCATION . . . . . . . . . . . . . . .  18
                    Allocation    of   forfeited    excess   aggregate
                         contributions  . . . . . . . . . . . . . . . .  19
               3.06  ACCRUAL OF BENEFIT . . . . . . . . . . . . . . . .  20
                    Compensation taken into account . . . . . . . . . .  20
                    Accrual Requirements  . . . . . . . . . . . . . . .  20
                         Safe harbor rule . . . . . . . . . . . . . . .  20
                         Hours of Service condition . . . . . . . . . .  20
                         Employment condition . . . . . . . . . . . . .  21
                    Suspension of Accrual Requirements  . . . . . . . .  21
                    Special   accrual    requirements   for   matching
                         contributions  . . . . . . . . . . . . . . . .  21
               3.15  MORE THAN ONE PLAN LIMITATION  . . . . . . . . . .  22
               3.18  DEFINED BENEFIT PLAN LIMITATION  . . . . . . . . .  22
                    Application of limitation . . . . . . . . . . . . .  22
                    Coordination with top heavy minimum allocation  . .  23
                    Actuarial Assumptions for Top Heavy Calculation . .  23

          ARTICLE IV

                                        II-ii
<PAGE>






                              PARTICIPANT CONTRIBUTIONS . . . . . . . .  24
               4.01  PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS  . . . . .  24
                    Allocation Dates  . . . . . . . . . . . . . . . . .  24
               4.05                  PARTICIPANT        CONTRIBUTION -
                     WITHDRAWAL/DISTRIBUTION  . . . . . . . . . . . . .  24

          ARTICLE V
                     TERMINATION OF SERVICE - PARTICIPANT VESTING . . .  25
               5.01  NORMAL RETIREMENT  . . . . . . . . . . . . . . . .  25
               5.02  PARTICIPANT DEATH OR DISABILITY  . . . . . . . . .  25
               5.03  VESTING SCHEDULE . . . . . . . . . . . . . . . . .  25
                    Deferral Contributions  Account/Qualified Matching
                         Contributions  Account/Qualified  Nonelective
                         Contributions Account/Mandatory Contributions
                         Account  . . . . . . . . . . . . . . . . . . .  26
                    Regular  Matching  Contributions  Account/Employer
                         Contributions Account  . . . . . . . . . . . .  26
                    Minimum vesting . . . . . . . . . . . . . . . . . .  27
                    Life Insurance Investments  . . . . . . . . . . . .  27
               5.04    CASH-OUT   DISTRIBUTIONS  TO   PARTIALLY-VESTED
                    PARTICIPANTS/  RESTORATION  OF  FORFEITED  ACCRUED
                    BENEFIT . . . . . . . . . . . . . . . . . . . . . .  27
               5.06  YEAR OF SERVICE - VESTING  . . . . . . . . . . . .  27
                    Vesting computation period  . . . . . . . . . . . .  27
                    Hours of Service  . . . . . . . . . . . . . . . . .  28
               5.08  INCLUDED YEARS OF SERVICE - VESTING  . . . . . . .  28

          ARTICLE VI
                       TIME AND METHOD OF PAYMENTS OF BENEFITS  . . . .  28
                    Code Sect.411(d)(6) Protected Benefits  . . . . . .  28
               6.01  TIME OF PAYMENT OF ACCRUED BENEFIT . . . . . . . .  29
                    Distribution date . . . . . . . . . . . . . . . . .  29
                    Nonforfeitable   Accrued  Benefit   Not  Exceeding
                         $3,500 . . . . . . . . . . . . . . . . . . . .  29
                    Nonforfeitable Accrued Benefit Exceeds $3,500 . . .  29
                    Disability  . . . . . . . . . . . . . . . . . . . .  29
                    Hardship  . . . . . . . . . . . . . . . . . . . . .  29
                    Default on a Loan . . . . . . . . . . . . . . . . .  30
               6.02  METHOD OF PAYMENT OF ACCRUED BENEFIT . . . . . . .  30
               6.03  BENEFIT PAYMENT ELECTIONS  . . . . . . . . . . . .  31
                    Participant   Elections   After  Separation   from
                         Service  . . . . . . . . . . . . . . . . . . .  31
                    Participant  Elections  Prior  to Separation  from
                         Service  -   Regular  Matching  Contributions
                         Account and Employer Contributions Account . .  32
                    Participant  Elections  Prior  to Separation  from
                         Service  -  Deferral  Contributions  Account,
                         Qualified Matching  Contributions Account and
                         Qualified Nonelective Contributions Account  .  33
                    Sale of trade or business/subsidiary  . . . . . . .  33
               6.04     ANNUITY  DISTRIBUTIONS   TO  PARTICIPANTS  AND
                    SURVIVING SPOUSES . . . . . . . . . . . . . . . . .  34

                                        II-iii
<PAGE>






          ARTICLE IX
          ADVISORY COMMITTEE - DUTIES WITH
          RESPECT TO PARTICIPANTS' ACCOUNTS . . . . . . . . . . . . . .  34
               9.01  VALUE OF PARTICIPANT'S ACCRUED BENEFIT . . . . . .  34
               9.11  ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR
                    LOSS  . . . . . . . . . . . . . . . . . . . . . . .  34

          ARTICLE X
                       TRUSTEE AND CUSTODIAN, POWERS AND DUTIES . . . .  35
               10.03  INVESTMENT POWERS . . . . . . . . . . . . . . . .  36
               10.14  VALUATION OF TRUST  . . . . . . . . . . . . . . .  36










































                                        II-iv
<PAGE>






                               ADOPTION AGREEMENT #011
                 NONSTANDARDIZED CODE Sect.401(k) PROFIT SHARING PLAN


               The  undersigned,  Kirby  Marine Transportation  Corporation
          ("Employer"),  by executing  this Adoption  Agreement,  elects to
          become a  participating Employer  in the Texas  Commerce National
          Association Defined Contribution Master Plan (basic plan document
          #03) by  adopting the accompanying Plan  and Trust in full  as if
          the  Employer were a signature  to that Agreement.   The Employer
          makes the following elections granted under the provisions of the
          Master Plan.

                                      ARTICLE I
                                     DEFINITIONS

               1.02 TRUSTEE.  The Trustee executing this Adoption Agreement
          is:  (Choose (a) or (b))

          [ ]  (a)  A discretionary  Trustee.  See Section  10.03[A] of the
          Plan.

          [x]  b)   A nondiscretionary  Trustee.  See  Section 10.03[B]  of
               the Plan.   [Note:  The Employer may not elect Option (b) if
               a Custodian executes the Adoption Agreement.]

               1.03 PLAN.  The name of the Plan as  adopted by the Employer
          is Kirby 401(k) Plan.

               1.07 EMPLOYEE.  The following  Employees are not eligible to
          participate  in the  Plan:  (Choose  (a) or  at lease  one of (b)
          through (g)).

          [ ]  (a)  No exclusions.

          [x]  (b)  Collective bargaining employees (as defined  in Section
               1.07 of the  Plan).  [Note:  If the  Employer excludes union
               employees  from  the  Plan, the  Employer  must  be  able to
               provide evidence that  retirement benefits were  the subject
               of good faith bargaining.]

          [ ]  (c)  Nonresident aliens who do not receive any earned income
               (as defined in Code  Sect.911(d)(2)) from the Employer which
               constitutes United States source  income (as defined in Code
               Sect.861(a)(3)).

          [ ]  (d)  Commission Salesmen.

          [ ]  (e)  Any Employee compensated on a salaried basis.

          [ ]  (f)  Any Employee compensated on an hourly basis.

          [x]  (g)  (Specify) any  employee who  has  never completed  1000
               hours of service in a Plan year.
<PAGE>






          Leased  Employees.   Any Leased Employee  treated as  an Employee
          under Section 1.31 of the Plan, is: Choose (h) or (i)).

          [x]  (h)  Not eligible to participate in the Plan.

          [ ]  (i)  Eligible to participate in the Plan, unless excluded by
               reason   of  exclusion  classification  elected  under  this
               Adoption Agreement Section 1.07.

          Related Employers.  If any member of the Employer's related group
          (as  defined in Section 1.30 of the Plan executes a Participation
          Agreement to this Adoption Agreement, such member's Employees are
          eligible to participate in  this Plan, unless excluded  by reason
          of  an  exclusion  classification  elected  under  this  Adoption
          Agreement Section 1.07.  In addition: (Choose (j) or (k)).

          [x]  (j)  No other related group  member's Employees are eligible
               to participate in the Plan.

          [ ]  (k)  The following nonparticipating  related group  member's
               Employees  are eligible  to participate  in the  Plan unless
               excluded by  reason of  an exclusion  classification elected
               under this Adoption Agreement  Section 1.07:               .

               1.12  COMPENSATION.

          Treatment of elective contributions  (Choose (a) or (b))

          [x]  (a)  "Compensation: includes elective contributions  made by
               the Employer on the Employee's behalf.

          [ ]  (b)  "Compensation" does not include elective contributions.

          Modifications  to Compensation  definition.   (Choose  (c) or  at
          lease one of (d) through (j))

          [ ]  (c)  No modifications  other than as  elected under  Options
               (a) or (b).

          [ ]  (d)  The   Plan   excludes   Compensation   in   excess   of
               $__________.

          [ ]  (e)  In  lieu of the definition in Section 1.12 of the Plan,
               Compensation means any earnings  reportable as W-2 wages for
               Federal  income tax  withholding  purposes,  subject to  any
               other election under this Adoption Agreement Section 1.12.

          [x]  (f)  The Plan excludes bonuses.

          [x]  (g)  The Plan excludes overtime.

          [x]  (h)  The Plan excludes Commissions.

                                         II-2
<PAGE>






          [ ]  (i)  Compensation  will  not  include  Compensation  from  a
               related employer  (as defined in  Section 1.30 of  the Plan)
               that has not executed a Participation Agreement in this Plan
               unless, pursuant  to Adoption  Agreement  Section 1.07,  the
               Employees  of  that   related  employer   are  eligible   to
               participate in this Plan.

          [ ]  (j)  (Specify)                                              
                                        .

          If,  for any Plan Year, the  Plan uses permitted disparity in the
          contribution or allocation formula elected under Article III, any
          election of  Options (f), (g), (h) or (j) is ineffective for such
          Plan Year with respect to any Nonhighly Compensated Employee.

          Special  definition for  matching contributions.   "Compensation"
          for purposes  of any matching contribution  formula under Article
          III means:  (Choose (k) or (l) only if applicable).

          [x]  (k)  Compensation  as  defined  in this  Adoption  Agreement
          Section 1.12.

          [ ]  (l)  (Specify)                                             .

          Special  definition  for  salary  reduction  contributions.    An
          Employee's   salary   reduction   ________  __________   to   his
          Compensation determined prior to the reduction authorized by that
          salary   reduction  agreement,  with  the  following  exceptions:
          (Choose (m) or at lease one of (n) or (o), if applicable)

          [x]  (m)  No exceptions.

          [ ]  (n) If the Employee  makes elective contributions to another
               plan maintained by the Employer, the Advisory Committee will
               determine the  amount  of the  Employee's  salary  reduction
               contribution  for the  withholding period:   (Choose  (1) or
               (2))

               [ ]  (1)  After  the reduction  for such period  of elective
                    contributions to the other plan(s).

               [ ]  (2)  Prior to the reduction for such period of elective
                    contributions to the other plan(s).

          [ ]  (o)  (Specify)                                             .

               1.17 PLAN YEAR/LIMITATION YEAR.

          Plan Year.  Plan Year means:  (Choose (a) or (b))

          [x]  (a)  The 12  consecutive month period  ending every December
          31.

                                         II-3
<PAGE>






          [ ]  (b)  (Specify)                                             .

          Limitation Year.  The Limitation Year is:  (Choose (c) or (d))

          [x]  (c)  The Plan Year.

          [ ]  (d)  The 12 consecutive month period ending every ____.

               1.18 EFFECTIVE DATE.

          New Plan.  The "Effective Date" of the Plan is __________.

          Restated Plan.  The restated Effective Date is January 1, 1995.
          This  Plan  is  a  substitution  and  amendment  of  an  existing
          retirement  plan(s)  originally  established  January   1,  1986.
          [Note:  See the Effective Date Addendum.]

               1.27 HOUR  OF SERVICE.   The crediting  method for  Hours of
          Service is:  (Choose (a) or (b))

          [x]  (a)  The actual method.

          [ ]  (b)  The equivalency method, except:

               [ ]  (1)  No exceptions.

               [ ]  (2)  The actual method applies for purposes of: (Choose
          at least one)

                    [ ]  (i)  Participation under Article II

                    [ ]  (ii) Vesting under Article V.

                    [ ]  (iii)     Accrual of benefits under Section 3.06.

          [Note:   On  the blank  line,  insert "daily,"  "weekly,"  "semi-
          monthly payroll periods" or "monthly."]

               1.29 SERVICE FOR  PREDECESSOR EMPLOYER.  In  addition to the
          predecessor service the  Plan must  credit by  reason of  Section
          1.29 of the  Plan, the  Plan credits Service  with the  following
          predecessor  employer(s):   N/A.    Service  with the  designated
          predecessor  employer(s) applies:  (Choose at lease one of (a) or
          (b); (c) is available only in addition to (a) or (b))

          [N/A]     (a)  For purposes of participation under Article II.

          [N/A]     (b)  For purposes of vesting under Article V.

          [N/A]     (c)  Except the following Service:                    .



                                         II-4
<PAGE>






          [Note:  If the Plan does not credit any predecessor service under
          this  provision, insert  "N/A"  in the  first  blank line.    The
          Employer may  attache a schedule  to this Adoption  Agreement, in
          the  same format  as  this Section  1.29, designating  additional
          predecessor  employers  and   the  applicable  service  crediting
          elections.]

               1.31 LEASED  EMPLOYEES.     If   a  Leased  Employee   is  a
          Participate  in  the  Plan  and  also  participates   in  a  plan
          maintained by the leasing organization:  (Choose (a) or (b))

          [N/A]     (a)  The  Advisory Committee will  determine the Leased
                    Employee's allocation of  Employer contributions  under
                    Article III  without  taking into  account  the  Leased
                    Employee's  allocation,  if  any,  under   the  leasing
                    organization's plan.

          [N/A]     (b)  The  Advisory  Committee  will  reduce   a  Leased
                    Employee's    allocation   of    Employer   nonelective
                    contributions   (other    than   designated   qualified
                    nonelective  contributions)  under  this  Plan  by  the
                    Leased   Employee's   allocation   under  the   leasing
                    organization's  plan,  but  only  to  the  extend  that
                    allocation is  attributable  to the  Leased  Employee's
                    service  provided  to   the  Employer.     The  leasing
                    organization's plan:

               [ ]  (1)  Must be a money  purchase plan which would satisfy
                    the  definition under  Section  1.31 of  a safe  harbor
                    plan, irrespective of whether the safe harbor exception
                    applies.

               [ ]  (2)  Must  satisfy  the  features  and,  if  a  defined
                    benefit plan,  the method of reduction  described in an
                    addendum to this Adoption Agreement, numbered 1.31.

                                      ARTICLE II
                                EMPLOYEE PARTICIPANTS

               2.01 ELIGIBILITY.

          Eligibility  conditions.  To become a Participant in the Plan, an
          Employee  must  satisfy  the  following  eligibility  conditions:
          (Choose (a)  or (b) or  both; (c)  is optional  as an  additional
          election)

          [x]  (a)  Attainment of age 18 (specify age, not exceeding 21).

          [x]  (b)  Service requirement.  (Choose one of (1) through (3))

               [x]  (1)  One year of Service.


                                         II-5
<PAGE>






               [ ]  (2)  __   months  (not  exceeding  12)   following  the
                    Employee's Employment Commencement Date.

               [ ]  (3) One Hour of Service.

          [ ]  (c)  Special  requirements for  non-401(k) portion  of plan.
               (Make elections under (1) and under (2))

               (1)  The   requirements  of   this   Option  (c)   apply  to
               participation  in:   (Choose  at  lease one  of  (i) through
               (iii))

                    [ ]  (i)  The   allocation   of  Employer   nonelective
                         contributions and Participant forfeitures.

                    [ ]  (ii) The    allocation   of    Employer   matching
                         contributions (including  forfeitures allocated as
                         matching contributions).

                    [ ]  (iii)     The  allocation  of  Employer  qualified
                         nonelective contributions.

               (2)  For participation in the allocations described in  (1),
                    the eligibility  conditions are:  (Choose  at lease one
                    of (i) through (iv))

                    [ ]  (i)  (one or  two) Years(s) of Service, without an
                         intervening  Break in  Service  (as  described  in
                         Section 2.03(A)  of the Plan )  if the requirement
                         is two Years of Service.

                    [ ]  (ii) ____ months (not  exceeding 24) following the
                         Employees's Employment Commencement Date.

                    [ ]  (iii)     One Hour of Service.

                    [ ]  (iv) Attainment  of age  ____  (Specify  age,  not
          exceeding 21).

          Plan Entry Date.  "Plan Entry Date" means the Effective Date and:
          (Choose (d), (e) or (f))

          [ ]  (d)  Semi-annual Entry  Dates.   The first  day of the  Plan
               Year and  the first day  of the  seventh month  of the  Plan
               Year.

          [ ]  (e)  The first day of the Plan Year.

          [x]  (f)  (Specify  entry  dates)   The  first day  of  each Plan
          quarter.



                                         II-6
<PAGE>






          Time  of Participation.   An Employee  will become  a Participant
          (and,  if   applicable,  will  participate   in  the  allocations
          described  in  Option  (c)(1)), unless  excluded  under  Adoption
          Agreement  Section 1.07, on the  Plan Entry Date  (if employed on
          that date):  (Choose (g), (h) or (i))

          [x]  (g)  immediately following

          [ ]  (h)  immediately preceding

          [ ]  (i)  nearest

          the  date  the  Employee  completes  the  eligibility  conditions
          described  in Options  (a)  and  (b)  (or  in  Option  (c)(2)  if
          applicable) of this Adoption Agreement Section 2.01.  [Note:  The
          Employer  must coordinate the selection  of (g), (h)  or (i) with
          the "Plan  Entry Date"  selection  in (d),  (e) or  (f).   Unless
          otherwise excluded under Section 1.07, the Employee must become a
          Participant by the  earlier of:   (1) the first  day of the  Plan
          Year  beginning after the date the Employee completes the age and
          service requirements of  Code Sect.410(a); or (2)  6 months after
          the date the Employee completes those requirements.]

          Dual  eligibility.   The eligibility  conditions of  this Section
          2.01 apply to:  (Choose (j) or (k))

          [x]  (j)  All Employees of the Employer, except:   (Choose (1) or
               (2))

               [x]  (1)  No exceptions.

               [ ]  (2)  Employees who  are Participants in the  Plan as of
                    the Effective Date.

          [ ]  (k)  Solely to  an Employee  employed by the  Employer after
               __________.  If the Employee was employed by the Employer on
               or  before the  specified date, the  Employee will  become a
               Participant:  (Choose (1), (2) or (3))

               [ ]  (1)  On  the  latest   of  the   Effective  Date,   his
                    Employment Commencement Date or the date he attains age
                    ____ (not to exceed 21).

               [ ]  (2)  Under the  eligibility conditions in  effect under
                    the  Plan prior to the restated Effective Date.  If the
                    restated Plan required more than one Year of Service to
                    participate,  the  eligibility  condition   under  this
                    Option (2)  for participation  in the Code  Sect.401(k)
                    arrangement under this Plan is one  Year of Service for
                    Plan  Years beginning  after December  31, 1988.   [For
                    restated plans only]


                                         II-7
<PAGE>






               [ ]  (3) (Specify)                                          
                                             

               2.02  YEAR OF SERVICE - PARTICIPATION.

          Hours of Service.   An Employee  must complete:   (Choose (a)  or
          (b))

          [x]  (a)  1,000 Hours of Service

          [ ]  (b)  ____ Hours of Service

          during an eligibility computation period to  receive credit for a
          Year of Service.   [Note:  The Hours  of Service requirement  may
          not exceed 1,000.]

          Eligibility computation  period.   After the  initial eligibility
          computation  period described in  Section 2.02  of the  Plan, the
          Plan measures the eligibility computation period as:  (Choose (c)
          or (d))

          [ ]  (c)  The  12 consecutive  month period  beginning with  each
               anniversary of an Employee's Employment Commencement Date.

          [x]  (d)  The  Plan  Year, beginning  with  the  Plan Year  which
               includes the first anniversary of  the Employee's Employment
               Commencement Date.

               2.03   BREAK  IN  SERVICE -  PARTICIPATION.   The  Break  in
          Service rule described in  Section 2.03(B) of the Plan:   (Choose
          (a) or (b))

          [x]  (a)  Does not apply to the Employer's Plan

          [ ]  (b)  Applies to the Employer's Plan

               2.06  ELECTION NOT TO PARTICIPATE.   The Plan (Choose (a) or
          (b)

          [x]  (a)  Does not  permit an eligible Employee  or a Participant
               to elect not to participate.

          [ ]  (b)  Does permit  an eligible  Employee or a  Participant to
               elect not to participate in accordance with Section 2.06 and
               with the following rules:  (Complete (1), (2), (3) and (4))

               (1)  An  election is effective for  a Plan Year  if filed no
               later than                                                 .

               (2)  An election not to participate must be effective for at
               lease ____ Plan Year(s).


                                         II-8
<PAGE>






               (3)  Following a re-election to participate, the Employee or
               Participant:

               [ ]  (i)  May  not again  elect not  to participate  for any
                    subsequent Plan Year.

               [ ]  (ii) May  again  elect  not  to  participate,  but  not
                    earlier  than the  _____ Plan  Year following  the Plan
                    Year in which the re-election first was effective.

               (4)  (Specify)       [Insert "N/A" if no other rules apply].

                                     ARTICLE III
                        EMPLOYER CONTRIBUTIONS AND FORFEITURES

               3.01 AMOUNT.

          Part  I.   [Options  (a)  through  (g)]    Amount  of  Employer's
          contribution.   The Employer's  annual contribution to  the Trust
          will equal  the total amount of  deferral contributions, matching
          contributions,    qualified    nonelective   contributions    and
          nonelective contributions, as determined under this Section 3.01.

          [x]  (a)  Deferral contributions  (Code Sect.401(k) arrangement).
               (Choose (1) or (2) or both)

               [x]  (1)  Salary  reduction arrangement.   The Employer must
                    contribute  the amount by  which the  Participants have
                    reduced their Compensation for  the Plan Year, pursuant
                    to their  salary reduction agreements on  file with the
                    Advisory Committee.  A reference in  the Plan to salary
                    reduction  contributions   is  a  reference   to  these
                    amounts.

               [ ]  (2)  Cash  or deferred arrangement.   The Employer will
                    contribute on behalf of each Participant the portion of
                    the Participant's  proportionate share of  the cash  or
                    deferred  contribution  which  he has  not  elected  to
                    receive in  cash.  See Section 14.02  of the Plan.  The
                    Employer's cash or deferred contribution  is the amount
                    the Employer may from time to time deem advisable which
                    the   Employer  designates  as   a  cash   or  deferred
                    contribution prior  to making that contribution  to the
                    Trust.

          [x]  (b)  Matching  contributions.     The  Employer  will   make
               matching  contributions in  accordance  with the  formula(s)
               elected in Part II of this Adoption Agreement Section 3.01.

          [x]  (c)  Designated  qualified  nonelective contributions.   The
               Employer, in  its sole discretion, may  contribute an amount
               which it designates as a qualified nonelective contribution.

                                         II-9
<PAGE>






          [ ]  (d)  Nonelective  contributions.  (Choose any combination of
               (1) through (4))

               [ ]  (1)  Discretionary  contribution.     The  amount   (or
                    additional amount)  the Employer may from  time to time
                    deem advisable.

               [ ]  (2)  The amount (or additional amount) the Employer may
                    from   time  to  time   _______  advisable,  separately
                    determined for each of the following classifications of
                    Participants:

                    [ ]  (i)  Nonhighly  Compensated  Employees and  Highly
                              Compensated Employees.

                    [ ]  (ii) (Specify classifications)                   .

                    Under  this  Option (2),  the  Advisory Committee  will
                    allocate  the amount  contributed for  each Participant
                    classification in accordance with  Part II of  Adoption
                    Agreement Section 3.04, as  if the Participants in that
                    classification were the only Participants in the Plan.

               [ ]  (3)  ______%  of the  Compensation of  all Participants
                    under the Plan,  determined for the  Employer's taxable
                    year for which  it makes the contribution.  [Note:  The
                    percentage selected may not exceed 15%.]

               [ ]  (4)  ______%  of   Net  Profits   but  not   more  than
                    $_________.

          [ ]  (e)  Frozen  Plan.   This  Plan is  a frozen  Plan effective
               ___________.  The  Employer will not contribute to  the Plan
               with respect to any period following the stated date.

          Net Profits.  The Employer:  (Choose (f) or (g))

          [x]  (f)  Need  not   have  Net   Profits  to  make   its  annual
               contribution under the Plan.

          [ ]  (g)  Must  have current  or accumulated  Net  Profits exceed
               $________ to  make the following contributions:   (Choose at
               least one)

               [ ]  (1)  Cash or deferred contributions described in Option
                         (a)(2).

               [ ]  (2)  Matching  contributions  described in  Option (b),
                         except: _____________.

               [ ]  (3)  Qualified  nonelective contributions  described in
                         Option (c).

                                        II-10
<PAGE>






               [ ]  (4)  Nonelective contributions described in Option (d).

          The term "Net Profits" means the Employer's net income or profits
          for any taxable year determined by the Employer upon the basis of
          its  books  of  account  in accordance  with  generally  accepted
          accounting practices consistently applied without  any deductions
          for Federal and state taxes upon income or for contributions made
          by  the  Employer under  this Plan  or  under any  other employee
          benefit plan  the  Employer maintains.   The  term "Net  Profits"
          specifically  excludes N/A.  [Note:  Enter "N/A" if no exclusions
          apply.]

          If the  Employer requires Net Profits  for matching contributions
          and  the Employer  does  not have  sufficient  Net Profits  under
          Option  (g), it  will reduce  the  matching contribution  under a
          fixed  formula  on  a prorata  basis  for  all  Participants.   A
          Participant's  share of  the reduced  contribution will  bear the
          same  ratio as  the matching  contribution the  Participant would
          have received if Net  Profits were sufficient bears to  the total
          matching contribution all Participants would have received if Net
          Profits were sufficient.   If more than  one member of a  related
          group  (as  defined  in   Section  1.30)  execute  this  Adoption
          Agreement, each  participating member will  determine Net Profits
          separately  but  will  not  apply this  reduction  unless,  after
          combining  the separately  determined Net Profits,  the aggregate
          Net Profits are insufficient to satisfy the matching contribution
          liability.   "Net Profits" includes both  current and accumulated
          Net Profits.

          Part  II.   [Options  (h)  through  (j)]   Matching  contribution
          formula.   [Note:  If  the Employer elected  Option (b), complete
          Options (h), (i) and (j).]

          [x]  (h)  Amount of matching contributions.   For each Plan Year,
               the  Employer's  matching  contribution  is:    (Choose  any
               combination of (1), (2), (3), (4) and (5))

               [ ]  (1)  An amount  equal to  _____% of  each Participant's
                    eligible contributions for the Plan Year.

               [x]  (2)  An  amount  equal  to 100%  of  each Participant's
                    first tier of eligible contributions for the Plan Year,
                    plus  the  following  matching  percentage(s)  for  the
                    following  subsequent  tiers of  eligible contributions
                    for the Plan zero.

               [ ]  (3)  Discretionary formula.

                    [ ]  (i)  An  amount (or additional  amount) equal to a
                         matching percentage the Employer from time to time
                         may  deem advisable of  the Participant's eligible
                         contributions for the Plan Year.

                                        II-11
<PAGE>






                    [ ]  (ii) An amount  (or additional amount) equal  to a
                         matching percentage the Employer from time to time
                         may   deem  advisable   of   each   tier  of   the
                         Participant's eligible contributions for  the Plan
                         Year.

               [ ]  (4)  An amount  equal  to the  following percentage  of
                    each Participant's eligible  contributions for the Plan
                    Year, based on the Participant's Years of Service:

               Number of Years of Services   Matching Percentage

                    _________      ____
                    _________      ____
                    _________      ____
                    _________      ____

                    The Advisory  Committee  will  apply  this  formula  by
                    determining Years of Service as follows:              .

               [ ]  (5)  A  Participant's  matching contributions  may not:
                    (Choose (i) or (ii))

                    [ ]  (i)  Exceed                                      .

                    [ ]  (ii) Be less than                                .

               Related  Employers.   If two or  more related  employers (as
               defined  in  Section  1.30)  contribute to  this  Plan,  the
               related employers may elect different  matching contribution
               formulas by attaching to the Adoption Agreement a separately
               completed  copy of this Part  II.  Note:   Separate matching
               contribution  formulas  create   separate  current   benefit
               structures that  must satisfy the minimum participation test
               of Code Sect.401(a)(26).]

          [x]  (i)  Definition of  eligible contributions.   Subject to the
               requirements   of    Option   (i),   the    term   "eligible
               contributions"  means:    (Choose  any  combination  of  (1)
               through (3))

               [x]  (1)  Salary reduction contributions.

               [ ]  (2)  Cash or deferred contributions (including any part
                    of the Participant's proportionate share of the cash or
                    deferred contribution which the Employer defers without
                    the Participant's election).

               [ ]  (3)  Participant mandatory contributions, as designated
                    in Adoption Agreement Section  4.01.  See Section 14.04
                    of the Plan.


                                        II-12
<PAGE>






          [x]  (j)  amount  of eligible  contributions taken  into account.
               When  determining  a  Participant's  eligible  contributions
               taken   into  account   under  the   matching  contributions
               formula(s),  the  following   rules  apply:     (Choose  any
               combination of (1) through (4))

               [ ]  (1)  The Advisory Committee will take into  account all
                    eligible contributions credited for the Plan year.

               [ ]  (2)  The  Advisory  Committee  will disregard  eligible
                    contributions exceed               .

               [x]  (3)  The  Advisory Committee  will treat  as  the first
                    tier  of eligible contributions,  an amount not exceed:
                    for each Participant, the lesser of (i) the sum for the
                    Plan Year of his eligible contributions with respect to
                    each pay period which do  not exceed three percent (3%)
                    of   his   Compensation  (as   defined   in  Part   III
                    (k)(1)(iii)) for such  pay period, and  (ii) 3% of  his
                    Compensation for such Plan Year.

                    The  subsequent  tiers of  eligible  contributions are:
                    for  each Participant,  all eligible  contributions for
                    the Plan Year which exceed the Participant's first tier
                    of eligible contributions.

               [ ]  (4)  (Specify)                                        .

          Part III.    [Options  (i) and  (l)].   special  rules  for  Code
          Sect.401(k)  Arrangement.    (Choose  (k) or  (l),  or  both,  as
          applicable)

          [x]  (k)  Salary Reduction Agreements.   The following rules  and
               restrictions  apply  to   an  Employee's  salary   reduction
               agreement:  (Make a selection under (1), (2), (3), and (4))

               (1)  Limitation on amount.  The Employee's salary  reduction
               contributions:    (Choose (i)  or at  least  one of  (ii) or
               (iii))

                    [ ]  (i)  No maximum limitation  other than as provided
                         in the Plan.

                    [x]  (ii) May not  exceed 17% of  Compensation for  the
                         Plan   Year,  subject  to   the  annual  additions
                         limitation described in Part  2 of Article III and
                         the 402(g)  limitation described in  Section 14.07
                         of the Plan.

                    [x]  (iii)     Based  on  percentages  of  Compensation
                         must equal  at least one  percent (1%) increments,
                         provided  further that,  solely  for  purposes  of

                                        II-13
<PAGE>






                         computing the  amount to be deducted  each payroll
                         period  and  the  amount  described  in  Part   II
                         (j)(3)(i),  the  limitation on  Compensation under
                         Section   1.12(A)(1)  of   the   Plan   shall   be
                         disregarded.

               (2)  An  Employee  may revoke,  on  a  prospective basis,  a
               salary  reduction agreement:   (Choose  (i), (ii),  (iii) or
               (iv))

                    [ ]  (i)  Once during any Plan  Year but not later than
                         _________________ of the Plan Year.

                    [ ]  (ii) As of any Plan Entry Date.

                    [x]  (iii)     As of the first day of any month.

                    [ ]  (iv) (Specify, but must be  at least once per Plan
                         Year)                                            .

               (3)  An Employee who revokes his salary  reduction agreement
               may  file  a new  salary agreement  with an  effective date:
               (Choose (i), (ii), (iii) or (iv))

                    [ ]  (i)  No  earlier than  the first  day of  the next
                         Plan Year.

                    [ ]  (ii) As of any subsequent Plan Entry Date.

                    [ ]  (iii) As of the first  day of any month subsequent
                         to the month in which he revoked an Agreement.

                    [x]  (iv) (Specify, but must be  at least once per Plan
                         Year following the Plan Year of revocation)
                         beginning  any  quarter   following  a   six-month
                         waiting period from the  date the salary reduction
                         was revoked.

               (4)  A  Participant  may  increase  or may  decrease,  on  a
               prospective basis, his salary reduction percentage or dollar
               amount:  (Choose (i), (ii), (iii) or (iv))

                    [ ]  (i)  As of the beginning of each payroll period.

                    [ ]  (ii) As of the first day of each month.

                    [x]  (iii)     As of any Plan Entry Date.

                    [ ]  (iv) (Specify,  but must permit  an increase  or a
                         decrease at least once per Plan Year)            .



                                        II-14
<PAGE>






          [ ]  (1)  Cash or deferred contributions.  For each Plan Year for
               which  the  Employer makes  a  designated  cash or  deferred
               contribution, a Participant may elect to receive directly in
               cash not more than  the following portion (or, if  less, the
               402(g) limitation described in Section 14.07 of the Plan) of
               his   proportionate   share   of  that   cash   or  deferred
               contribution:  (Choose (1) or (2))

               [ ]  (1)  All or any portion.

               [ ]  (2)  ____________________%.

               3.04 CONTRIBUTION ALLOCATION.   The Advisory Committee  will
          allocate   deferral    contributions,   matching   contributions,
          qualified nonelective contributions and nonelective contributions
          in  accordance with  Section 14.06 and  the elections  under this
          Adoption Agreement Section 3.04.

          Part  I.    [Options  (a)  through  (d)].    Special   Accounting
          elections.   (Choose  whichever elections  are applicable  to the
          Employer's Plan)

          [x]  (a)  Matching Contributions Account.  The Advisory Committee
               will allocate  matching  contributions to  a  Participant's:
               (Choose (1) or  (2); (3)  is available only  in addition  to
               (1))

               [x]  (1)  Regular Matching Contributions Account.

               [ ]  (2)  Qualified Matching Contributions Account.

               [ ]  (3)  Except, matching contributions under  Option(s) of
                         Adoption Agreement Section 3.01  are allocable  to
                         the Qualified Matching Contributions Account.

          [x]  (b)  Special   Allocation   Dates   for   Salary   Reduction
               Contributions.  The Advisory Committee will allocate  salary
               reduction contributions  as of the Accounting Date and as of
               the  following  additional allocation  dates:    As soon  as
               administratively feasible following receipt by the Trustee.

          [x]  (c)  Special  Allocation  Dates for  Matching Contributions.
               The  Advisory Committee will allocate matching contributions
               as of the Accounting Date and as of the following additional
               allocation  dates:   as  soon  as administratively  feasible
               following receipt by the Trustee.

          [x]  (d)  Designated   Qualified   Nonelective  Contributions    
               Definitions of Participant.   For purposes of allocating the
               designated      qualified     nonelective      contribution.
               "Participant" means:  (Choose (1), (2) or (3))


                                        II-15
<PAGE>






               [ ]  (1)  All Participants.

               [x]  (2)  Participants   who   are   Nonhighly   Compensated
                    Employees for the Plan Year.

               [ ]  (3)  (Specify)                                        .

          Part  II.    Method  of Allocation     Nonelective  Contribution.
          Subject   to   any   restoration   allocation    required   under
          Section 5.04,  the Advisory  Committee will  allocate and  credit
          each annual nonelective contribution (and Participant forfeitures
          treated   as   nonelective   contributions)   to   the   Employer
          Contributions  Account of  each  Participant  who  satisfies  the
          conditions of  Section 3.06,  in accordance  with the  allocation
          method  selected under this Section 3.04.  If the Employer elects
          Option (e)(2), Option (g)(2)  or Option (h), for the  first 3% of
          Compensation allocated  to all Participants,  "Compensation" does
          not include  any  exclusions  elected  under  Adoption  Agreement
          Section 1.12    (other   than    the   exclusion    of   elective
          contributions), and the Advisory Committee must take into account
          the Participant's Compensation for the entire Plan Year.  (Choose
          an allocation method under (e), (f), (g) or (h); (i) is mandatory
          if the  Employer  elects (f),  (g)  or (h);  (j)  is optional  in
          addition to any other election.)

          [N/A]     (e)  Nonintegrated Allocation Formula.   (Choose (1) or
                    (2))

               [ ]  (1)  The  Advisory Committee  will allocate  the annual
                    nonelective contributions  in the same  ratio that each
                    Participant's Compensation  for the Plan Year  bears to
                    the total Compensation of all Participants for the Plan
                    Year.

               [ ]  (2)  The  Advisory Committee  will allocate  the annual
                    Employer  nonelective contributions  in the  same ratio
                    that  each  Participant's   Compensation  plus   Excess
                    Compensation  for  the Plan  Year  bears  to the  total
                    Compensation   plus   Excess   Compensation    of   all
                    Participants for  the Plan Year.   The allocation under
                    this paragraph, as a  percentage of each  Participant's
                    Compensation plus Excess Compensation, must  not exceed
                    the applicable  percentage (5.7%, 5.4% or  4.3%) listed
                    under the Maximum Disparity Table following Option (i).

                    The Advisory Committee then will allocate any remaining
                    nonelective contributions in  the same ratio that  each
                    Participant's Compensation for the  Plan Year bears  to
                    the total Compensation of all Participants for the Plan
                    Year.



                                        II-16
<PAGE>






          [ ]  (g)  Three-Tiered Integrated Allocation Formula.  First, the
               Advisory  Committee   will  allocate  __?   annual  employer
               nonelective  contributions  in  the  same  ratio  that  each
               Participant's Compensation  for the  Plan Year bears  to the
               total Compensation  of all  Participants for the  Plan Year.
               The allocation under this paragraph, as a percentage of each
               Participant's  Compensation  may not  exceed  the applicable
               percentage  (5.7%, 5.4%  or 4.3%)  listed under  the Maximum
               Disparity Table  following Option (i).   Solely for purposes
               of  the allocation  in this  first paragraph,  "Participant"
               means,  in  addition  to  a Participant  who  satisfies  the
               requirements of Section 3.06 for the Plan Year:  (Choose (1)
               or (2))

               [ ]  (1)  No other Participant.

               [ ]  (2)  Any  other Participant  entitled  to  a top  heavy
                    minimum  allocation  under  Section 3.04(B),  but  such
                    Participant's allocation under this Option (g) will not
                    exceed 3% of his Compensation for the Plan Year.

               As  a second  tier allocation,  the Advisory  Committee will
               allocate  the nonelective  contributions  in the  same ratio
               that  each Participant's  Excess Compensation  for the  Plan
               Year  bears   to  the  total  Excess   Compensation  of  all
               Participants for the  Plan Year.  The  allocation under this
               paragraph,  as  a  percentage of  each  Participant's Excess
               Compensation,  may not exceed  the allocation  percentage in
               the first paragraph.

               Finally, the Advisory Committee  will allocate any remaining
               nonelective  contributions  in  the  same  ratio  that  each
               Participant's Compensation  for the  Plan Year bears  to the
               total Compensation of all Participants for the Plan Year.

          [ ]  (h)  Four-Tiered Integrated Allocation Formula.   First, the
               Advisory  Committee  will   allocate  the  annual   Employer
               nonelective  contributions  in  the  same  ratio  that  each
               Participant's Compensation  for the  Plan Year bears  to the
               total Compensation  of all  Participants for the  Plan Year,
               but  not exceeding  3% of  each  participant's Compensation.
               Solely  for  purposes  of  this  first  tier  allocation,  a
               "Participant"  means, in  addition  to  any Participant  who
               satisfies  the requirements  of  Section 3.06 for  the  Plan
               Year, any other Participant entitled to a  top heavy minimum
               allocation under Section 3.04(B) of the Plan.

               As  a second  tier allocation,  the Advisory  Committee will
               allocate the  nonelective  contributions in  the same  ratio
               that   each   Participant's    Compensation   plus    Excess
               Compensation   for  the   Plan  ear   bears  to   the  total
               Compensation  plus Excess  Compensation of  all Participants

                                        II-17
<PAGE>






               for  the Plan Year.  The allocation under this paragraph, as
               a percentage of each Participant's Compensation plus  Excess
               Compensation,  must  not  exceed  the  applicable percentage
               (2.7%,  2.4% or  1.3%)  listed under  the Maximum  Disparity
               Table following Option (i).

               The Advisory  Committee  then will  allocate  any  remaining
               nonelective  contributions  in  the  same  ratio  that  each
               Participant's Compensation  for the  Plan Year bears  to the
               total Compensation of all Participants for the Plan Year.

          [ ]  (i)  Excess Compensation.   For purposes of Option (f),  (g)
               or (h), "Excess Compensation"  ____? Compensation in  excess
               of the following Integration Level:  (Choose (1) or (2))

               [ ]  (1)  ___%  (not exceeding  100%)  of the  taxable  wage
                    base,  as determined  under Section 230  of the  Social
                    Security  Act, in effect on  the first day  of the Plan
                    Year:    (Choose any  combination  of (i)  and  (ii) or
                    choose (iii))

                    [ ]  (i)  Rounded  to  __________________________  (but
                         not exceeding the taxable wage base).

                    [ ]  (ii) But not greater than $_______.

                    [ ]  (iii)     Without   any   further  adjustment   or
                         limitation.

               [ ]  (2)  $__________ [Note:  Not exceeding the taxable wage
                    base for the Plan Year in which this Adoption Agreement
                    first is effective.]

          Maximum Disparity Table.   For purposes  of Options (f), (g)  and
          (h), the applicable percentage is:

             Integration Level (as
             percentage of taxable
                  wage base)              Applicable
                                       Percentages for
                                        Option (f) or
                                          Option (g)         Applicable
                                                             Percentages
                                                               for Option
                                                               (h)    

           100%                              5.7%               2.7%
           More than 80% but less
           than 100%                         5.4%               2.4%


           More than 20% (but not
           less than $10,001) and
           not more than 80%                 4.3%               1.3%


           20% (or $10,000, if
           greater) or less                  5.7%               2.7%



                                        II-18
<PAGE>






          [N/A]     (j)  Allocation  offset.   The Advisory  Committee will
                    reduce a Participant's  allocation otherwise made under
                    Part II  of  this  Section 3.04  by  the  Participant's
                    allocation  under  the   following  qualified   plan(s)
                    maintained by the Employer:                           .

               The   Advisory  Committee  will  determine  this  allocation
               reduction:  (Choose (1) or (2))

               [ ]  (1)  By treating the term "nonelective contribution" as
                    including all  amounts paid or accrued  by the Employer
                    during  the  Plan   Year  to   the  qualified   plan(s)
                    referenced  under this  Option (j).   If  a Participant
                    under this  Plan also participates in  that other plan,
                    the  Advisory  Committee  will  treat  the  amount  the
                    Employer  contributes  for or  during  a  Plan Year  on
                    behalf  of a  particular Participant  under such  other
                    plan  as an amount  allocated under  this Plan  to that
                    Participant's Account for that Plan Year.  The Advisory
                    Committee  will  make  the  computation  of  allocation
                    required  under  the  immediately   preceding  sentence
                    before   making   any    allocation   of    nonelective
                    contributions under this Section 3.04.

               [ ]  (2)  In  accordance  with the  formula  provided in  an
                    addendum to this Adoption Agreement, numbered 3.04(j).

          Top  Heavy Minimum  Allocation    Method  of  Compliance.   If  a
          Participant's allocation under this Section 3.04 is less than the
          top  heavy  minimum allocation  to  which  he is  entitled  under
          Section 3.04(B):  (Choose (k) or (l))

          [ ]  (k)  The   Employer  will  make   any  necessary  additional
               contribution to the Participant's  Account, as described  in
               Section 3.04(B)(7)(a) of the Plan.

          [x]  (l)  The  Employer  will  satisfy  the  top  heavy   minimum
               allocation under  the following plan(s) it  maintains:  list
               all plans.   However, the  Employer will make  any necessary
               additional  contribution  to satisfy  the top  heavy minimum
               allocation for an Employee covered only under this  Plan and
               not under  the other plan(s) designated  in this Option (l).
               See Section 3.04(B)(7)(b) of the Plan.

          If the Employer maintains another plan, the  Employer may provide
          in an addendum to this Adoption Agreement, numbered Section 3.04,
          any  modifications to the Plan necessary to satisfy the top heavy
          requirements under Code Sect.416.

          Related  employers.  If two or more related employers (as defined
          in Section 1.30) contribute to  this Plan, the Advisory Committee
          must  allocate  all   Employer  nonelective  contributions   (and

                                        II-19
<PAGE>






          forfeitures  treated  as   nonelective  contributions)  to   each
          Participant in the Plan, in accordance with the elections in this
          Adoption Agreement Section 3.04:  (Choose (m) or (n))

          [ ]  (m)  Without  regard  to  which contributing  related  group
               member employs the Participant.

          [x]  (n)  Only  to  the  Participants directly  employed  by  the
               contributing   Employer.      If   a   Participant  receives
               Compensation from  more than one contributing  Employer, the
               Advisory Committee will determine the allocations under this
               Adoption  Agreement  Section 3.04  by  prorating  among  the
               participating Employers the Participant's  Compensation and,
               if  applicable, the  Participant's  Integration Level  under
               Option (i).

               3.05 FORFEITURE  ALLOCATION.    Subject to  any  restoration
          allocation required  under Sections 5.04  or  9.14, the  Advisory
          Committee will allocate  a Participant  forfeiture in  accordance
          with Section 3.04:  (Choose (a) or  (b); (c) and (d) are optional
          in addition to (a) or (b))

          [N/A]     (a)  As  an Employer  nonelective contribution  for the
                    Plan Year  in which  the forfeiture occurs,  as if  the
                    Participant forfeiture were  an additional  nonelective
                    contribution for that Plan Year.

          [ ]  (b)  To  reduce  the  Employer  matching  contributions  and
               nonelective contributions for the Plan Year:  (Choose (1) or
               (2))

               [ ]  (1)  in which the forfeiture occurs.

               [ ]  (2)  immediately following the Plan  Year in which  the
                    forfeiture occurs.

          [ ]  (c)  To the extent  attributable to matching  contributions:
               (Choose (1), (2) or (3))

               [ ]  (1)  In the manner elected under Options (a) or (b).

               [ ]  (2)  First  to  reduce Employer  matching contributions
                    for the Plan Year:  (Choose (i) or (ii))

                    [ ]  (i)  in which the forfeiture occurs,

                    [ ]  (ii) immediately following the  Plan Year in which
                         the forfeiture occurs,

                    then as elected in Options (a) or (b).



                                        II-20
<PAGE>






               [ ]  (3)  As a discretionary  matching contribution for  the
                    Plan Year  in which the  forfeiture occurs, in  lieu of
                    the manner elected under Options (a) or (b).

          [ ]  (d)  First  to  reduce  the  Plan's ordinary  and  necessary
               administrative  expenses for  the  Plan Year  and then  will
               allocate  any remaining forfeitures  in the manner described
               in  Options  (a), (b)  or (c),  whichever  applies.   If the
               Employer elects  Option (c), the forfeitures  used to reduce
               Plan expenses:  (Choose (1) or (2))

               [ ]  (1)  relate proportionately to forfeitures described in
                    Option (c) and to  forfeitures described in Options (a)
                    or (b).

               [ ]  (2)  relate first  to  forfeitures described  in Option
                    ____.

          Allocation  of  forfeited excess  aggregate  contributions.   The
          Advisory Committee will allocate  any forfeited excess  aggregate
          contributions (as described in Section  14.09);  (Choose (e), (f)
          or (g))

          [N/A]     (e)  To reduce Employer matching contributions  for the
                    Plan Year:  (Choose (1) or (2))

               [N/A]     (1)  in which the forfeiture occurs.

               [ ]  (2)  immediately following  the Plan Year in  which the
                    forfeiture occurs.

          [ ]  (f)  As  Employer  discretionary matching  contributions for
               the  Plan  Year  in  which forfeited,  except  the  Advisory
               Committee will not allocate  these forfeitures to the Highly
               Compensated Employees who incurred the forfeitures.

          [ ]  (g)  In accordance  with Options (a)  through (d), whichever
               applies,  except the  Advisory Committee  will not  allocate
               these forfeitures under Option (a) or under Option (c)(3) to
               the   Highly  Compensated   Employees   who   incurred   the
               forfeitures.

               3.06  ACCRUAL OF BENEFIT.

          Compensation taken into account.  For the Plan Year in which  the
          Employee first becomes a Participant, the Advisory Committee will
          determine the  allocation of  any cash or  deferred contribution,
          designated  qualified  nonelective  contribution  or  nonelective
          contribution by taking into account:  (Choose (a) or (b))

          [x]  (a)  The Employee's Compensation for the entire Plan Year.


                                        II-21
<PAGE>






          [ ]  (b)  The Employee's Compensation for the portion of the Plan
               Year  in which the Employee actually is a Participant in the
               Plan.

          Accrual  Requirements.   Subject  to  the  suspension of  accrual
          requirements  of  Section 3.06(E)  of  the  Plan,  to receive  an
          allocation   of  cash   or   deferred   contributions,   matching
          contributions,  designated  qualified nonelective  contributions,
          nonelective  contributions and  Participant forfeitures,  if any,
          for the  Plan Year,  a  Participant must  satisfy the  conditions
          described  in the following elections:   (Choose (c)  or at least
          one of (d) through (f))

          [ ]  (c)  Safe harbor  rule.  If  the Participant is  employed by
               the  Employer  on  the  last  day  of  the  Plan  Year,  the
               Participant  must complete at least  one Hour of Service for
               that Plan  Year.  If the Participant  is not employed by the
               Employer on the last  day of the Plan Year,  the Participant
               must  complete at least 501 Hours of Service during the Plan
               Year.

          [x]  (d)  Hours  of  Service  condition.   The  Participant  must
               complete the  following minimum  number of Hours  of Service
               during the Plan Year:   (Choose at least one of  (1) through
               (5))

               [ ]  (1)  1,000 Hours of Service.

               [ ]  (2)  (Specify, but  the number of Hours  of Service may
                    n o t       e x c e e d       1 , 0 0 0 )       _ _ _ _
                    ______________________________________________.

               [ ]  (3)  No Hour of Service requirement  if the Participant
                    terminates employment during the  Plan Year on  account
                    of:  (Choose (i), (ii) or (iii))

                    [ ]  (i)  Death.

                    [ ]  (ii) Disability.

                    [ ]  (iii)     Attainment of Normal  Retirement Age  in
                         the current Plan Year or in a prior Plan Year.

          [ ]  (4)  _____  Hours of  Service (not  exceeding 1,000)  if the
               Participant  terminates employment with  the Employer during
               the Plan Year, subject to any election in Option (3).

          [x]  (5)  No Hour of Service requirement for an allocation of the
               following contribution:   matching contributions and  salary
               deferrals.



                                        II-22
<PAGE>






          [ ]  (e)  Employment condition.  The Participant must be employed
               by   the  Employer  on  the  last  day  of  the  Plan  Year,
               irrespective of  whether he  satisfies any Hours  of Service
               condition under Option  (d), with the  following exceptions:
               (Choose (1) or at least one of (2) through (5))

               [ ]  (1)  No exceptions.

               [ ]  (2)  Termination of employment because of death.

               [ ]  (3)  Termination of employment because of disability.

               [ ]  (4)  Termination of employment following  attainment of
                    Normal Retirement Age.

               [ ]  (5)  No   employment   condition   for  the   following
                    c o n t r i b u t i o n s :       _ _ _ _ _ _ _ _ _ _ _
                    _______________________________________________________
                    ___.

          [ ]  (f)  (Specify other conditions, if applicable):            .

          Suspension of  Accrual Requirements.   the suspension  of accrual
          requirements of Section 3.06(E) of the Plan:  (Choose (g), (h) or
          (i))

          [ ]  (g)  Applies to the Employer's Plan.

          [x]  (h)  Does not apply to the Employer's Plan.

          [ ]  (i)  Applies  in modified  form to  the Employer's  Plan, as
               described   in  an  addendum  to  this  Adoption  Agreement,
               numbered Section 3.06(E).

          Special accrual requirements for  matching contributions.  If the
          Plan  allocates matching  contributions  two  or more  allocation
          dates for  a Plan Year, the Advisory  Committee, unless otherwise
          specified  in  Option  (l),  will  apply  any  Hours  of  Service
          condition by dividing the required Hours of Service on a pro rata
          basis  to  the allocation  periods  included in  that  Plan Year.
          Furthermore, a Participant who satisfies the conditions described
          in  this   Adoption  Agreement  Section  3.06   will  receive  an
          allocation of matching contributions  (and forfeitures treated as
          matching  contributions) only  if  the Participant  satisfies the
          following additional conditions(s):  (Choose (j) or  at least one
          of (k) or (l))

          [N/A]     (j)  No additional conditions.

          [ ]  (k)  The Participant  is not  a Highly  Compensated Employee
               for the Plan Year.  This Option (k) applies to:  (Choose (1)
               or (2))

                                        II-23
<PAGE>






               [ ]  (l)  All matching contributions.

               [ ]  (2)  Matching contributions described in Option(s)     
                          of Adoption Agreement Section 3.01.

          [ ]  (l)  (Specify)                                             .
                              .

               3.15  MORE  THAN ONE PLAN LIMITATION.  If  the provisions of
          Section  3.15 apply,  the Excess Amount  attributed to  this Plan
          equals:  (Choose (a), (b) or (c))

          [ ]  (a)  The product of:

                    (i)  the total Excess Amount  allocated as of such date
                    (including  any amount  which  the  Advisory  Committee
                    would have  allocated but  for the limitations  of Code
                    Sect.415), times

                    (ii) the  ratio  of (1)  the  amount  allocated to  the
                    Participant as of such date  under this Plan divided by
                    (2) the total  amount allocated as  of such date  under
                    all  qualified  defined contribution  plans (determined
                    without regard to the limitations of Code Sect.415).

          [ ]  (b)  The total Excess Amount.

          [x]  (c)  None of the Excess Amount.

               3.18  DEFINED BENEFIT PLAN LIMITATION.

          Application of limitation.  The limitation under Section  3.18 of
          the Plan:  (Choose (a) or (b))

          [ ]  (a)  Does  not  apply to  the  Employer's  Plan because  the
               Employer  does  not  maintain  and never  has  maintained  a
               defined benefit plan covering any Participant in this Plan.

          [x]  (b)  Applies  to  the  Employer's   Plan.    To  the  extent
               necessary to satisfy the  limitation under Section 3.18, the
               Employer will reduce:  (Choose (1) or (2))

               [x]  (1)  The Participant's projected  annual benefit  under
                    the defined  benefit plan under  which the  Participant
                    participates.

               [ ]  (2)  Its contribution or  allocation on  behalf of  the
                    Participant  to  the  defined  contribution  plan under
                    which  the  Participant   participates  and  then,   if
                    necessary, the Participant's  projected annual  benefit
                    under  the   defined  benefit  plan   under  which  the
                    Participant participates.

                                        II-24
<PAGE>






          [Note:  If  the Employer  selects (a), the  remaining options  in
          this Section 3.18 do not apply to the __________________ Plan.]

          Coordination  with top  heavy minimum  allocation.   The Advisory
          Committee will apply the  top heavy minimum allocation provisions
          of  Section 3.04(B) of the Plan with the following modifications:
          (Choose (c) or at least one of (d) or (e))

          [x]  (c)  No modifications.

          [ ]  (d)  For  Non-Key Employees participating only in this Plan,
               the top  heavy minimum allocation is  the minimum allocation
               described  in Section  3.04(B)  determined  by  substituting
               ____%  (Not less than 4%) for "3%,"  except:  (Choose (i) or
               (ii))

               [ ]  (i)  No exceptions.

               [ ]  (ii) Plan Years  in which  the top heavy  ratio exceeds
                    90%.

          [ ]  (e)  For Non-Key Employees also participating in the defined
               benefit plan, the top heavy minimum is:  (Choose (1) or (2))

               [ ]  (1)  5%  of Compensation  (as determined  under Section
                    3.04(B) or the  Plan) irrespective of the  contribution
                    rate of any Key Employee, except:  (Choose (i) or (ii))

                    [ ]  (i)  No exceptions.

                    [ ]  (ii) Substituting "7 1/2%" for "5%"  if the top heavy
                         ratio does not exceed 90%.

               [ ]  (2)  0%.   [Note:   The  Employer may  not  select this
                    Option  (2) unless the  defined benefit  plan satisfies
                    the  top heavy  minimum  benefit  requirements of  Code
                    Sect.416 for these Non-Key Employees.]

          Actuarial Assumptions  for Top  Heavy Calculation.   To determine
          the  top  heavy  ratio,  the  Advisory  Committee  will  use  the
          following  interest  rate  and  mortality  assumptions  to  value
          accrued benefits under a defined benefit plan:                  .

          If the elections under  this Section 3.18 are not  appropriate to
          satisfy  the  limitations  of  Section  3.18,  or the  top  heavy
          requirements under  Code Sect.416, the Employer  must provide the
          appropriate provisions in an addendum to this Adoption Agreement.

                                      ARTICLE IV
                              PARTICIPANT CONTRIBUTIONS



                                        II-25
<PAGE>






               4.01   PARTICIPANT NONDEDUCTIBLE  CONTRIBUTIONS.   The Plan:
          (Choose (a) or (b); (c) is available only with (b))

          [x]  (a)  Does     not    permit     Participant    nondeductible
               contributions.

          [ ]  (b)  Permits   Participant   nondeductible    contributions,
               pursuant to Section 14.04 of the Plan.

          [ ]  (c)  The    following    portion   of    the   Participant's
               nondeductible  contributions  for  the Plan  Year  mandatory
               contributions  under  Option  (i)(3)  of  Adoption Agreement
               Section 3.01: (Choose (1) or (2))

               [ ]  (1)  The   amount    which    is   not    less    than:
                    _______________________________ __________________.

                    (2)  The   amount   which   is   not    greater   than:
                    _____________________________
                    _______________________________________________________
                    ___________________.

          Allocation  Dates.     The  Advisory   Committee  will   allocate
          nondeductible  contributions  for  each   Plan  Year  as  of  the
          Accounting  Date and  the following additional  allocation dates:
          (Choose (d) or (e))

          [N/A]     (d)  No other allocation dates

          [ ]  (e)  (Specify) ______________________________________.

          As  of an allocation date, the Advisory Committee will credit all
          nondeductible  contributions  made  for  the  relevant allocation
          period.    Unless otherwise  specified  in  (e), a  nondeductible
          contribution  relates to  an allocation  period only  if actually
          made to the  Trust no  later than 30  days after that  allocation
          period ends.

               4.05    PARTICIPANT  CONTRIBUTION - WITHDRAWAL/DISTRIBUTION.
          Subject  to  the  restrictions   of  Article  VI,  the  following
          distribution   options  apply   to   a  Participant's   Mandatory
          Contributions  Accounts, if  any,  prior to  his Separation  from
          Service: (Choose (a) or at least one of (b) through (d))

          [ ]  (a)  No  distribution  options  prior  to   Separation  from
               Service.

          [ ]  (b)  The   same  distribution  options   applicable  to  the
               Deferral  Contributions Account  prior to  the Participant's
               Separation from  Service, as  elected in  Adoption Agreement
               Section 6.03.


                                        II-26
<PAGE>






          [ ]  (c)  Until  he retires,  the  Participant  has a  continuing
               election to  receive all  or any  portion  of his  Mandatory
               Contributions Account if: (Choose (1) or at least one of (2)
               through 4))

               [ ]  (1)  No conditions.

               [ ]  (2)  The mandatory contributions  have accumulated  for
                    at least _____ Plan Years since the Plan Year for which
                    contributed.

               [ ]  (3)  The  Participant   suspends  making  nondeductible
                    contributions for a period of _____ months.

               [ ]  (4)  (     S     p     e     c     i     f     y     )
                    ________________________________________.

          [ ]  (d)  (     S     p     e     c     i     f     y     )
               _____________________________________________.

                                      ARTICLE V
                     TERMINATION OF SERVICE - PARTICIPANT VESTING

               5.01   NORMAL RETIREMENT.   Normal Retirement  Age under the
          Plan is: (Choose (a) or (b))

          [x]  (a)  65 [State age, but may not exceed age 65].

          [ ]  (b)  The  later of  the date  the Participant  attains _____
               years of age or the ____ anniversary of the first day of the
               Plan Year  in which the Participant  commenced participation
               in the  Plan.  [The age  selected may not exceed  age 65 and
               the anniversary selected may not exceed the 5th.]

               5.02   PARTICIPANT DEATH  OR DISABILITY.   The  100% vesting
          rule under Section 5.02 of the Plan: (Choose (a) or choose one or
          both of (b) and (c))

          [x]  (a)  Does not apply.

          [ ]  (b)  Applies to death.

          [ ]  (c)  Applies to disability.

               5.03  VESTING SCHEDULE.

          Deferral  Contributions Account/Qualified  Matching Contributions
          Account/Qualified  Nonelective   Contributions  Account/Mandatory
          Contributions Account.   A Participant has  a 100% Nonforfeitable
          interest at all times in his Deferral Contributions  Account, his
          Qualified   Matching   Contributions   Account,   his   Qualified


                                        II-27
<PAGE>






          Nonelective   Contributions   Accounts  and   in   his  Mandatory
          Contributions Account.

          Regular  Matching  Contributions  Account/Employer  Contributions
          Account.    With  respect  to a  Participant's  Regular  Matching
          Contributions Account  and  Employer Contributions  Account,  the
          Employer elects  the following  vesting schedule: (Choose  (a) or
          (b); (c) and (d) are available only as additional options).

          [x]  (a)  Immediate vesting.   100% Nonforfeitable at  all times.
               [Note: The Employer must elect Option (a) if the eligibility
               conditions under Adoption Agreement Section  2.01(c) require
               2 years of service or more than 12 months of employment.]

          [ ]  (b)  Graduated Vesting Schedules.

               Top Heavy Schedule  Non Top Heavy Schedule
               (Mandatory)    (Optional)

               Years of       Nonforfeitable      Years of
          Nonforfeitable
               Service          Percentage        Service
            Percentage  

               Less than 1    %    Less than 1    %
                    1    %         1    %
                    2    %         2    %
                    3    %         3    %
                    4    %         4    %
                    5    %         5    %
                    6 or more 100%      6    %
               7 or more                                               100%

          [N/A]     (c)  Special  vesting  election  for  Regular  Matching
                    Contributions Account.   In lieu of  the election under
                    Options (a)  or (b), the Employer  elects the following
                    vesting schedule for  a Participant's Regular  Matching
                    Contributions Account: (Choose (1) or (2))

               [ ]  (1)  100% Nonforfeitable at all times.

               [ ]  (2)  In accordance with the vesting  schedule described
                    in the  addendum to  this Adoption  Agreement, numbered
                    5.03(c).   [Note:  If the  Employer elects  this Option
                    (c)(2),  the  addendum  must  designate  the applicable
                    vesting schedule(s)  using the  same format as  used in
                    Option (b).]

          [Note: Under Options (b) and (c)(2), the Employer must complete a
          Top Heavy Schedule which satisfies Code Sect.416.   The Employer,
          at its option may complete a Non Top Heavy Schedule.  The Non Top


                                        II-28
<PAGE>






          Heavy  Schedule  must  satisfy  Code Sect.411(a)(2).    Also  see
          Section 7.05 of the Plan.]

          [ ]  (d)  The  Top  Heavy  Schedule  under Option  (b)  (and,  if
               applicable, under Option (c)(2) applies.  Chose (1) or (2))

               [ ]  (1)  Only  in a  Plan Year  for which  the Plan  is top
               heavy.

               [ ]  (2)  In the Plan Year  for which the Plan first  is top
                    heavy and  then in all  subsequent Plan Years.   [Note:
                    The Employer  may not elect  Option (d)( unless  it has
                    completed a Non Top Heavy Schedule.]

          Minimum vesting.  (Choose (e) or (f))

          [ ]  (e)  The Plan does not apply a minimum vesting rule.

          [ ]  (f)  A  Participant's  Nonforfeitable  Accrued Benefit  will
               never  be less  than the  lesser of $_______________  or his
               entire  Accrued  Benefit,  even  if  the  application  of  a
               graduated vesting  schedule under  Options (b) or  (c) would
               result in a smaller Nonforfeitable Accrued Benefits.

          Life  Insurance Investments.   The Participant's  Accrued Benefit
          attributable to insurance contracts purchased on his behalf under
          Article XI is: (Choose (g) or (h))

          [ ]  (g)  Subject to the vesting  election under Options (a), (b)
               or (c).

          [ ]  (h)  100% Nonforfeitable at  all times, irrespective  of the
               vesting election under Options (b) or (c)(2).

               5.04      CASH-OUT    DISTRIBUTIONS   TO    PARTIALLY-VESTED
          PARTICIPANTS/  RESTORATION OF  FORFEITED  ACCRUED  BENEFIT.   The
          deemed cash-out rule  described in Section  5.04(C) of the  Plan:
          (Choose (a) or (b))

          [x]  (a)  Does not apply.

          [ ]  (b)  Will apply  to determine the timing  of forfeitures for
               0%  vested Participants.  A  Participant is not  a 0% vested
               Participant if he has a Deferral Contributions Account.

               5.06  YEAR OF SERVICE - VESTING.

          Vesting  computation period.  The Plan measures a Year of Service
          on  the  basis of  the  following 12  consecutive  month periods:
          (Choose (a) or (b))

          [ ]  (a)  Plan Years.

                                        II-29
<PAGE>






          [ ]  (b)  Employment  Years.    An  Employment  Year  is  the  12
               consecutive  month  period   measured  from  the  Employee's
               Employment   Commencement  Date   and  each   successive  12
               consecutive month period  measured from each  anniversary of
               that Employment Commencement Date.

          Hours  of Service.   The  minimum number of  Hours of  Service an
          Employee  must complete  during a  vesting computation  period to
          receive credit for a Year of Service is: (Choose (c) or (d))

          [ ]  (c)  1,000 Hours of Service.

          [ ]  (d)  ____ Hours of  Service.   [Note: The  Hours of  Service
               requirement may not exceed 1,000.]

               5.08   INCLUDED  YEARS OF  SERVICE - VESTING.   The Employer
          specifically excludes the following Years of Service: (Choose (a)
          or at least one of (b) through (e))

          [x]  (a)  None other  than as specified in Section 5.08(a) of the
               Plan.

          [ ]  (b)  Any Year of Service before the Participant attained the
               age of ___.  [Note: The age selected may not exceed age 18.]

          [ ]  (c)  Any Year of Service during  the period the Employer did
               not maintain this Plan or a predecessor plan.

          [ ]  (d)  Any  Year of Service before  a Break in  service if the
               number of  consecutive Breaks  in Service equals  or exceeds
               the greater  of 5 or  the aggregate  number of the  Years of
               Service  prior to the Break.  This exception applies only if
               the  Participant is 0% vested in his Accrued Benefit derived
               from  Employer contributions at the  time he has  a Break in
               Service.   Furthermore,  the  aggregate number  of Years  of
               Service before a Break  in Service do not include  any Years
               of  Service not required to be taken into account under this
               exception by reason of any prior Break in Service.

          [ ]  (e)  Any Year of Service earned prior  to the effective date
               of ERISA if  the Plan  would have disregarded  that Year  of
               Service on account of  an Employee's Separation from Service
               under a Plan  provision in effect and adopted before January
               1, 1974.

                                      ARTICLE VI
                       TIME AND METHOD OF PAYMENTS OF BENEFITS

          Code Sect.411(d)(6) Protected Benefits.  The elections under this
          Article  VI  may  not  eliminate  Code  Sect.411(d)(6)  protected
          benefits.  To  the extent  the elections would  eliminate a  Code
          Sect.411(d)(6) protected benefit, see  Section 13.02 of the Plan.

                                        II-30
<PAGE>






          Furthermore, if  the elections  liberalize the optional  forms of
          benefits  under the Plan, the  more liberal options  apply on the
          later of the adoption date of the Effective Date of this Adoption
          Agreement.

               6.01  TIME OF PAYMENT OF ACCRUED BENEFIT.  

          Distribution  date.  A distribution date under the Plan means any
          day  of the  Plan year.   [Note:  The Employer  must specify  the
          appropriate date(s).  The  specified distribution dates primarily
          establish  annuity  starting dates  and  the  notice and  consent
          periods prescribed by  the Plan.  The Plan  allows the Trustee on
          administratively practicable  period of  time to make  the actual
          distribution relating to a particular distribution date.]

          Nonforfeitable Accrued Benefit Not  Exceeding $3,500.  Subject to
          the limitations of Section  6.01(a)(1), the distribution date for
          distribution  of a  Nonforfeitable Accrued Benefit  not exceeding
          $3,500 is (Choose (a), (b), (c), (d) or (e))

          [ ]  (a)
               ____________________________________________________________
               _______  of  the _________  Plan  Year  beginning after  the
               Participant's Separation from Service.

          [x]  (b)  any  distribution  date  following   the  Participant's
               Separation from Service.

          [ ]  (c)
               ____________________________________________________________
               ________ of the Plan Year after the Participant incurs _____
               Break(s) in Service (as defined in Article V).

          [ ]  (d)  ________________________________________  following the
               Participant's  attainment of Normal  Retirement Age, but not
               earlier  than  _____  days  following  his  Separation  from
               Service.

          [ ]  (e)  (Specify)                                             .

          Nonforfeitable Accrued Benefit Exceeds $3,500.  See the elections
          under Section 6.03.

          Disability.     The   distribution   date,  subject   to  Section
          6.01(A)(3), is:  (Choose (f), (g) or (h))

          [ ]  (f)
               ____________________________________________________________
               ________ after the Participant terminates employment because
               of disability.



                                        II-31
<PAGE>






          [x]  (g)  The  same   as  if   the  Participant   had  terminated
               employment without disability.

          [ ]  (h)  (Specify)                                             .

          Hardship.  (Choose (i) or (j))

          [x]  (i)  The Plan does  not permit a hardship  distribution to a
               Participant who has separated from Service.

          [ ]  (j)  The   Plan  permits   a  hardship  distribution   to  a
               Participant  who  has separated  from Service  in accordance
               with the  hardship distribution  policy stated in:   (Choose
               (1), (2) or (3))

               [ ]  (1)  Section 6.01(A)(4) of the Plan.

               [ ]  (2)  Section 14.11 of the Plan.

               [ ]  (3)  The addendum to  this Adoption Agreement, numbered
                    Section 6.01.

          Default on a Loan.  If a Participant or Beneficiary defaults on a
          loan  made  pursuant to  a loan  policy  adopted by  the Advisory
          Committee pursuant to Section  9.04, the Plan:  (Choose  (k), (l)
          or (m))

          [x]  (k)  Treats  the  default as  a  distributable  event.   The
               Trustee,  at  the  time   of  the  default,will  reduce  the
               Participant's  Nonforfeitable Accrued Benefit  by the lesser
               of  the  amount in  default (plus  accrued interest)  or the
               Plan's  security  interest  in that  Nonforfeitable  Accrued
               Benefit.   To  the extent  the loan  is attributable  to the
               Participant's  Deferral   Contributions  Account,  Qualified
               Matching  Contributions  Account  or  Qualified  Nonelective
               Contributions  Account,  the  Trustee will  not  reduce  the
               Participant's  Nonforfeitable  Accrued  Benefit  unless  the
               Participant  has  separated  from   Service  or  unless  the
               Participant has attained age 59 1/2.

          [ ]  (l)  Does not  treat the  default as a  distributable event.
               When an otherwise distributable event first  occurs pursuant
               to Section 6.01  or Section  6.03 of the  Plan, the  Trustee
               will reduce the Participant's Nonforfeitable Accrued Benefit
               by  the  lesser  of  the  amount  in default  (plus  accrued
               interest)  or   the  Plan's   security   interest  in   that
               Nonforfeitable Accrued Benefit.

          [ ]  (m)  (Specify)                                             .

               6.02   METHOD OF PAYMENT  OF ACCRUED BENEFIT.   The Advisory
          Committee  may  Section 6.02  of  the  Plan  with  the  following

                                        II-32
<PAGE>






          modifications:  (Choose (a) or at least one of (b),  (c), (d) and
          (e))

          [ ]  (a)  No modifications.

          [ ]  (b)  Except  as required under  Section 6.01 of  the Plan, a
               lump sum distribution is not available:                    .

          [x]  (c)  An installment  distribution:  (Choose (1)  or at least
               one of (2) or (3))

               [x]  (1)  Is not available under the Plan.

               [ ]  (2)  May not  exceed the lesser  of _____ years  or the
                    maximum period permitted under Section 6.02.

               [ ]  (3)  (Specify)                                        .

          [ ]  (d)  The Plan permits the following annuity options:       .

               Any Participant who elects a  life annuity option is subject
               to the requirements of Sections 6.04(A), (B), (C) and (D) of
               the Plan.  See  Section 6.04(E).   [Note:  The Employer  may
               specify additional  annuity options  in an addendum  to this
               Adoption Agreement, numbered 6.02(d).]

          [x]  (e)  If the  Plan invests in qualifying Employer securities,
               as described in Section  10.03(F), a Participant eligible to
               elect distribution  under Section 6.03 may  elect to receive
               that distribution in Employer securities only in  accordance
               with  the  provisions  of  the  addendum  to  this  Adoption
               Agreement, numbered 6.02(e).

               6.03  BENEFIT PAYMENT ELECTIONS.

          Participant  Elections   After  Separation   from  Service.     A
          Participant who is eligible  to make distribution elections under
          Section  6.03 of the Plan  may elect to  commence distribution of
          his  Nonforfeitable Accrued Benefit:  (Choose at least one of (a)
          through (c))

          [ ]  (a)  As  of  any distribution  date,  but  not earlier  than
               _____________________  of the  ________ Plan  Year beginning
               after the Participant's Separation from Service.

          [x]  (b)  As of the following  date(s):  (Choose at least  one of
               Options (1) through (6))

               [ ]  (1)  Any distribution date after  the close of the Plan
                    Year in which the Participant attains Normal Retirement
                    Age.


                                        II-33
<PAGE>






               [x]  (2)  Any  distribution  date  following his  Separation
                    from Service with the Employer.

               [ ]  (3)  Any distribution date  in the  ___________________
                    Plan  Year(s)  beginning   after  his  Separation  from
                    Service.

               [ ]  (4)  Any distribution  date in the Plan  Year after the
                    Participant  incurs  _____________ Break(s)  in Service
                    (as defined in Article V).

               [ ]  (5)  Any distribution date following attainment  of age
                    _____ and completion of at least _____ Years of Service
                    (as defined in Article V).

               [ ]  (6)  (Specify)                                        .

          [ ]  (c)  (Specify)                                              
                                                                           
                                                                          .

               The distribution  events described  in the  election(s) made
          under  Options  (a), (b)  or (c)  apply  equally to  all Accounts
          maintained  for the  Participant  unless  otherwise specified  in
          Option (c).

          Participant Elections Prior to  Separation from Service - Regular
          Matching   Contributions   Account  and   Employer  Contributions
          Account.    Subject  to  the  restrictions  of  Article  VI,  the
          following distribution  options apply to  a Participant's Regular
          Matching Contributions Account and Employer Contributions Account
          prior to his  Separation from Service:   (Choose (d) or at  least
          one of (e) through (h))

          [ ]  (d)  No  distribution  options   prior  to  Separation  from
               Service.

          [ ]  (e)  Attainment  of Specified  Age.   Until he  retires, the
               Participant has a continuing election  to receive all or any
               portion  of  his Nonforfeitable  interest in  these Accounts
               after he attains:  (Choose (2) or (2))

               [ ]  (1)  Normal Retirement Age.

               [ ]  (2)  _____ years of age and  is at least _____%  vested
                    in these Accounts.   [Note:  If the percentage  is less
                    than 100%,  see the special vesting  formula in Section
                    5.03.]

          [ ]  (f)  After a Participant has participated in the Plan  for a
               period of not less than _____ years and he is 100% vested in
               these  Accounts, until  he  retires, the  Participant has  a

                                        II-34
<PAGE>






               continuing  election to  receive all or  any portion  of the
               Accounts.  [Note:  The number  in the blank space may not be
               less than 5.]

          [x]  (g)  Hardship.    A   Participant  may   elect  a   hardship
               distribution  prior   to  his  Separation  from  Service  in
               accordance  with the hardship  distribution policy:  (Choose
               (1),  (2) or  (3); (4)  is available  only as  an additional
               option)

               [ ]  (1)  Under Section 6.01(A)(4) of the Plan.

               [x]  (2)  Under Section 14.11 of the Plan.

               [ ]  (3)  Provided   in  the   addendum  to   this  Adoption
                    Agreement, numbered Section 6.03.

               [ ]  (4)  In no  event may a Participant  receive a hardship
                    distribution  before he  is at  least _____%  vested in
                    these Accounts.  [Note:  If the percentage in the blank
                    is less than  100%, see the special  vesting formula in
                    Section 5.03.]

          [ ]  (h)  (Specify)                                             .

          [Note:    The Employer  may use  an  addendum, numbered  6.03, to
          provide additional  language authorized  by Options (b)(6),  (c),
          (g)(3) or (h) of this Adoption Agreement Section 6.03.]

          Participant Elections Prior to Separation from Service - Deferral
          Contributions Account, Qualified  Matching Contributions  Account
          and Qualified Nonelective Contributions  Account.  Subject to the
          restrictions of Article  VI, the  following distribution  options
          apply   to  a   Participant's  Deferral   Contributions  Account,
          Qualified   Matching   Contributions   Account    and   Qualified
          Nonelective Contributions  Account prior  to his  Separation from
          Service:  (Choose (i) or at least one of (j) through (l))

          [ ]  (i)  No  distribution  options  prior  to   Separation  from
               Service.

          [ ]  (j)  Until he  retires,  the Participant  has  a  continuing
               election to  receive all  or any  portion of these  Accounts
               after he attains:  (Choose (1) or (2))

               [ ]  (1)  The later of Normal Retirement Age or age 59 1/2.

               [ ]  (2)  Age _____ (at least 59 1/2).

          [x]  (k)  Hardship.  A Participant, prior to this Separation from
               Service, may elect a hardship distribution from his Deferral


                                        II-35
<PAGE>






               Contributions   Account  in  accordance  with  the  hardship
               distribution policy under Section 14.11 of the Plan.

          [ ]  (l)  (     S     p     e     c     i     f     y     )
               ___________________________________________________________.
               [Note:  Option  (l) may not permit in  service distributions
               prior  to age 59 1/2 (other  than hardship_ and  may not modify
               the hardship policy described in Section 14.11.]

          Sale of  trade or  business/subsidiary.   If  the Employer  sells
          substantially  all of  the  assets (within  the  meaning of  Code
          Sect.409(d)(2)) used in a trade or business or sells a subsidiary
          (within the  meaning of  Code Sect.409(d)(3)), a  Participant who
          continues  employment with the  acquiring corporation is eligible
          for   distribution  from  his   Deferral  Contributions  Account,
          Qualified   Matching   Contributions   Account    and   Qualified
          Nonelective Contributions Account:  (Choose (m) or (n))

          [ ]  (m)  Only as described  in this  Adoption Agreement  Section
               6.03 for distributions prior to Separation from Service.

          [x]  (n)  As  if  he  has  a  Separation  from  Service.    After
               March 31, 1988,  a distribution authorized  solely by reason
               of  this Option (n) must constitute a lump sum distribution,
               determined  in a manner consistent with Code Sect.402(k)(10)
               and the applicable Treasury regulations.

               6.04   ANNUITY DISTRIBUTIONS  TO PARTICIPANTS  AND SURVIVING
          SPOUSES.  The annuity  distribution requirements of Section 6.04:
          (Choose (a) or (b))

          [ ]  (a)  Apply  only  to  a  Participant  described  in  Section
               6.04(E)  of  the  Plan   (relating  to  the  profit  sharing
               exception to the joint and survivor requirements).

          [ ]  (b)  Apply to all Participants.

                                      ARTICLE IX
                           ADVISORY COMMITTEE - DUTIES WITH
                          RESPECT TO PARTICIPANTS' ACCOUNTS


               9.01    VALUE  OF  PARTICIPANT'S  ACCRUED  BENEFIT.    If  a
          distribution (other than a distribution from a segregated Account
          and other  than a  corrective distribution described  in Sections
          14.07,  14.08, 14.09  or 14.10 of  the Plan) occurs  more than 90
          days after  the most recent valuation date, the distribution will
          include interest at:  (choose (a), (b) or (c))

          [x]  (a)  0% per annum.  [Note:  The percentage may equal 0%.]



                                        II-36
<PAGE>






          [ ]  (b)  The  90  day  Treasury  bill  rate  in  effect  at  the
               beginning of the current valuation period.

          [ ]  (c)  (Specify)                                             .

               9.11   ALLOCATION  AND DISTRIBUTION  OF  NET INCOME  GAIN OR
          LOSS.  Pursuant  to Section 14.12, to determine the allocation of
          net income, gain  or loss:  (Complete  only those items,  if any,
          which are applicable to the Employer's Plan)

          [x]  (a)  For  salary  reduction   contributions,  the   Advisory
               Committee will:  (Choose (1), (2), (3), (4) or (5))

               [x]  (1)  Apply Section 9.11 without modification.

               [ ]  (2)  Use the segregated  account approach described  in
                    Section 14.12.

               [ ]  (3)  Use  the  weighted  average  method  described  in
                    Section 14.12,  based  on  a _______________  weighting
                    period.

               [ ]  (4)  Treat  as  part of  the  relevant  Account at  the
                    beginning of the valuation  period _____% of the salary
                    reduction contributions:  (Choose (i) or (ii))

                    [ ]  (i)  made during that valuation period.

                    [ ]  (ii) made   by   the  following   specified  time:
                         _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
                         ________________________________.

               [ ]  (5)  Apply  the  allocation  method  described  in  the
                    addendum to this Adoption Agreement numbered 9.11(a).

          [x]  (b)  For  matching  contributions,  the  Advisory  Committee
               will:  (Choose (1), (2), (3) or (4))

               [x]  (1)  Apply Section 9.11 without modification.

               [ ]  (2)  Use  the  weighted  average  method  described  in
                    Section 14.12,  based  on  a _______________  weighting
                    period.

               [ ]  (3)  Treat  as  part of  the  relevant  Account at  the
                    beginning   of  the  valuation  period  _____%  of  the
                    matching contributions allocated  during the  valuation
                    period.

               [ ]  (4)  Apply  the  allocation  method  described  in  the
                    addendum to this Adoption Agreement numbered 9.11(b).


                                        II-37
<PAGE>






          [N/A]     (c)  For  Participant nondeductible  contributions, the
                    Advisory Committee will:  (Choose (1), (2), (3), (4) or
                    (5))

               [ ]  (1)  Apply Section 9.11 without modification.

               [ ]  (2)  Use the segregated  account approach described  in
                    Section 14.12.

               [ ]  (3)  Use  the  weighted  average  method  described  in
                    Section 14.12,  based  on  a _______________  weighting
                    period.

               [ ]  (4)  Treat  as  part of  the  relevant  Account at  the
                    beginning  of  the  valuation   period  _____%  of  the
                    Participant nondeductible contributions:   (Choose  (i)
                    or (ii))

                    [ ]  (i)  made during that valuation period.

                    [ ]  (ii) made   by   the  following   specified  time:
                         ___________________ _____________________.

               [ ]  (5)  Apply  the  allocation  method  described  in  the
                    addendum to this Adoption Agreement numbered 9.11(c).

                                      ARTICLE X
                       TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

               10.03   INVESTMENT POWERS.  Pursuant  to Section 10.03[F] of
          the  Plan,  the  aggregate  investments  in  qualifying  Employer
          securities and in qualifying Employer real property:  (Choose (a)
          or (b))

          [ ]  (a)  May not exceed 10% of Plan assets.

          [x]  (b)  May  not exceed  100%  of Plan  assets.   [Note:    The
               percentage may not exceed 100%]

               10.14  VALUATION OF  TRUST.  In addition to  each Accounting
          Date,  the Trustee  must value  the Trust  Fund on  the following
          valuation date(s):  (Choose (a) or (b))

          [ ]  (a)  No other mandatory valuation dates.

          [x]  (b)  (Specify) each business day  upon which Plan assets can
               be  purchased  or  sold,  commonly referred  to  as  "Daily"
               accounting.





                                        II-38
<PAGE>






                               EFFECTIVE DATE ADDENDUM
                                (Restated Plans Only)

               The  Employer  must  complete  this  addendum  only  if  the
          restated   Effective  Date   specified   in  Adoption   Agreement
          Section 1.18 is different than the restated effective date for at
          least one of the provisions listed in this addendum.   In lieu of
          the restated  Effective Date in Adoption  Agreement Section 1.18,
          the following  special effective dates apply:   (Choose whichever
          elections apply)

          [ ]  (a)  Compensation definition.   The Compensation  definition
               of  Section 1.12  (other  than the  $200,000  limitation) is
               effective  for Plan  Years beginning  after _______________.
               [Note:  May not be effective later than the first day of the
               first Plan  Year beginning after the  Employer executes this
               Adoption Agreement  to restate the  Plan for the  Tax Reform
               Act of 1986, if applicable.]

          [ ]  (b)  Eligibility  conditions.    The eligibility  conditions
               specified  in Adoption Agreement  Section 2.01 are effective
               for Plan Years beginning after _______________.

          [ ]  (c)  Suspension  of Years  of  Service.   The suspension  of
               Years of  Service  rule  elected  under  Adoption  Agreement
               Section 2.03  is  effective for  Plan Years  beginning after
               _______________.

          [ ]  (d)  Contribution/allocation  formula.     The  contribution
               formula  elected under  Adoption Agreement  Section 3.01 and
               the method  of allocation  elected under  Adoption Agreement
               Section 3.04 is  effective for  Plan  Years beginning  after
               _______________.

          [ ]  (e)  Accrual  requirements.    The accrual  requirements  of
               Section 3.06 are  effective for  Plan Years  beginning after
               _______________.

          [ ]  (f)  Employment  condition.    The  employment  condition of
               Section 3.06  is  effective for  Plan Years  beginning after
               _______________.

          [ ]  (g)  Elimination of  Net Profits.   The requirement  for the
               Employer  not to have net profits to contribute to this Plan
               is effective for Plan Years beginning after _______________.
               [Note:    The  date  specified  may  not  be  earlier   than
               December 31, 1985.]

          [ ]  (h)  Vesting  Schedule.  The  vesting schedule elected under
               Adoption Agreement Section 5.03 is  effective for Plan Years
               beginning after _______________.


                                        II-39
<PAGE>






          [x]  (i)  Allocation  of  Earnings.     The  special   allocation
               provisions elected under Adoption Agreement Section 9.11 are
               effective for Plan Years  beginning after and 12/31/94 after
               a  reasonable period  of  time to  effect redistribution  of
               funds   and  implementation   of  new   investment  director
               procedures.

          [ ]  (j)  (     S     p     e     c     i     f     y     )
               ____________________________________________________________
               _ __________________________________________________.

               For  Plan Years  prior to  the special  Effective Date,  the
          terms  of the Plan prior  to its restatement  under this Adoption
          Agreement will control for purposes of the designated provisions.
          A special  Effective Date may not  result in the delay  of a Plan
          provision  beyond  the  permissible  Effective  Date  under   any
          applicable law requirements.




































                                        II-40
<PAGE>






                                    Execution Page

               The  Trustee (and  Custodian, if  applicable), by  executing
          this Adoption Agreement, accepts  its position and agrees  to all
          of the obligations, responsibilities  and duties imposed upon the
          Trustee  (or Custodian)  under the  Master Plan  and Trust.   The
          Employer  hereby agrees to the provisions of this Plan and Trust,
          and  in  witness  of its  agreement,  the  Employer  by its  duly
          authorized officers,  has executed this  Adoption Agreement,  and
          the  Trustee  (and  Custodian,   if  applicable),  signified  its
          acceptance, on this _____ day of August, 1994.

          Name  and   EIN  of   Employer:    KIRBY   MARINE  TRANSPORTATION
          CORPORATION  74-1074014                                          

          Signed:                                                          


          Name(s) of Trustee:  Texas Commerce Bank, National Association   

          Signed:                                                          
                                                                           

          Name of Custodian:                                               

          Signed:                                                          

          [Note:  A Trustee is mandatory, but a Custodian is optional.  See
          Section 10.03 of the Plan.]

          Plan Number.   The 3-digit  plan number the  Employer assigns  to
          this Plan  for ERISA reporting  purposes (From  5500 Series)  is:
          004.

          Use  of Adoption  Agreement.   Failure to  complete properly  the
          elections   in   this   Adoption    Agreement   may   result   in
          disqualification  of the  Employer's  Plan.   The 3-digit  number
          assigned  to this Adoption Agreement  (see page 1)  is solely for
          the  Master Plan  Sponsor's recordkeeping  purposes and  does not
          necessarily correspond to the plan number the Employer designated
          in the prior paragraph.

          Master Plan Sponsor.   The Master Plan Sponsor identified  on the
          first  page of the basic  plan document will  notify all adopting
          employers  of any  amendment  of  this  Master  Plan  or  of  any
          abandonment or  discontinuance by the Master Plan  Sponsor of its
          maintenance  of this  Master Plan.   For inquiries  regarding the
          adoption of the  Master Plan, the Master  Plan Sponsor's intended
          meaning  of  any plan  provisions or  the  effect of  the opinion
          letter  issued to  the  Master Plan  Sponsor, please  contact the
          Master  Plan  Sponsor  at  the following  address  and  telephone


                                        II-41
<PAGE>






          number:  600 Travis, 2nd Floor, Houston, Texas  77002, (713) 216-
          6789                                                            .

          Reliance on  Opinion Letter.   The Employer  may not rely  on the
          Master  Plan  Sponsor's  opinion  letter covering  this  Adoption
          Agreement.    For  reliance  on  the  Plan's  qualification,  the
          Employer must  obtain a determination letter  from the applicable
          IRS Key District office.













































                                        II-42
<PAGE>






                               PARTICIPATION AGREEMENT
            For Participation by Related Group Members (Plan Section 1.30)

               The  undersigned Employer,  by executing  this Participation
          Agreement, elects to become a Participating Employer in  the Plan
          identified  in   Section  1.03   of  the  accompanying   Adoption
          Agreement,  as if the Participating  Employer were a signatory to
          that Agreement.   The Participating Employer  accepts, and agrees
          to be bound by, all of the elections granted under the provisions
          of  the  Master  Plan  as  made  by  KIRBY  MARINE TRANSPORTATION
          CORPORATION, the  Signatory Employer to the Execution Page of the
          Adoption Agreement.

               1.   The  Effective  Date   of  the  undersigned  Employer's
               participation in the designated Plan is: 01/01/95.

               2.   The  undersigned  Employer's   adoption  of  this  Plan
               constitutes:

          [ ]  (a)  The  adoption  of  a  new  plan  by  the  Participating
               Employer.

          [ ]  (b)  The adoption of an amendment and restatement of  a plan
               currently maintained  by the  Employer, identified  as Kirby
               Marine  Transportation Corporation,  and having  an original
               effective date of 01/01/86.

               Dated this _____ day of _______________, 19__.

                              Name of Participating Employer:              
                                                                           

                              Signed:                            

                              Participating Employer's EIN:                

          Acceptance by the Signatory Employer to the Execution Page of the
          Adoption Agreement and by the Trustee.

                              Name  of  Signatory  Employer:  KIRBY  MARINE
                              TRANSPORTATION
                                              CORPORATION.

          Accepted:______________
                    [Date]         Signed:                                 

                              Name(s) of Trustee:                          

          Accepted:______________
                    [Date]         Signed:                                 



                                        II-43
<PAGE>






          [Note:    Each Participating  Employer  must  execute a  separate
          Participation Agreement.   See the Execution Page of the Adoption
          Agreement for important Master Plan information.]


















































                                        II-44
<PAGE>







                                 ADDENDUM 6.02(e) TO
                               ADOPTION AGREEMENT #011
                NONSTANDARDIZED CODE Sect. 401(k) PROFIT SHARING PLAN

                           Additional Provisions Concerning
                            Qualifying Employer Securities

               The following is the addendum referred to in Section 6.02(e)

          of  the Adoption  Agreement ("Addendum"),  and all  defined terms
          used herein  shall have the same  meaning as under the  Plan.  To

          the extent that the specific provisions of this Addendum conflict
          with  the other  provisions of  the Plan,  the provisions  of the

          Addendum shall control.


          1.   Investment in Kirby Corporation Common Stock.
               In  accordance  with   Section  10.03(b)  of   the  Adoption

          Agreement, the Trustee is authorized to invest all or any portion
          of  the Plan assets in  shares ("Shares") of  common stock, $0.10

          par  value per  share ("Common  Stock") of  Kirby Corporation,  a
          Nevada  corporation   ("Kirby"),  which  shares   are  qualifying

          Employer securities.  


          2.   All Transactions Shall Be In A Brokers Transaction.  
               All purchases and sales of Shares shall be made in a brokers

          transaction (within the meaning of Section 4(4) of the Securities
          Act  of 1933,  as amended)  ("Brokers Transaction"),  and without

          limitation,  no purchases or sales  shall be made  directly to or
          from  the  Employer  (as defined  in  the  Plan)  or any  Related

          Employer (collectively, the "Employer")  (other than in a Brokers
          Transaction) and,  again without  limitation,  all purchases  and

          sales  shall be  solely  at the  direction  of a  Participant  as
          further provided herein.  


          3.   Carrying Out the Purchase or Sale of Shares. 

               The  Trustee shall execute the purchase or sale of Shares as
          soon as reasonably possible following the receipt of instructions


                                        II-45
<PAGE>






          from the Participant, and shall do so, in so far  as possible, in
          the same manner for all Participant's similarly situated.




          4.   Maintaining   Confidentiality  of  Purchases  and  Sales  of
               Shares.

               In order  to maintain confidentiality of  each Participant's
          purchases  and sales of Shares, the Trustee shall not disclose to

          the Employer or  to any  officer or employee  thereof except  the
          Vice-President  of Human Resources of Kirby Marine Transportation

          Corporation  ("Confidentiality  Fiduciary"),  nor  to  any  other
          person known to be related to the Employer ("Related Party"), any

          information relating to the purchase or sale of Shares (including
          the holding  of Shares  previously  purchased), and  the  Trustee

          shall   follow  the   reasonable   written   directions  of   the
          Confidentiality  Fiduciary with  respect  to  matters  which  the

          Confidentiality  Fiduciary  advises the  Trustee  in writing  are
          necessary  to maintain  the  confidentiality of  a  Participant's

          investment  in Shares.     Notwithstanding the  foregoing, unless
          otherwise advised in  writing by  the Confidentiality  Fiduciary,

          the  Trustee may  furnish the  Employer or  a Related  Party with
          information  relating  to  the overall  purchase,  sale,  voting,

          tender or similar  matters relating to all of  the Shares held by
          the  Trustee so long as  such information does  not identify, and

          cannot be  reasonably anticipated as identifying,  the actions of
          any specific Participant with respect to such Shares.  


          5.   Special Limitations on Officer-Participants.

               Each officer  of  an  Employer who  is  required  to  report
          changes in his or her direct or indirect interest in Shares under

          Section 16(a) of the Securities Exchange Act of 1934, as amended,
          and who  is a  Participant  ("Officer-Participant") will  not  be

          entitled to instruct the  Trustee to change the  percentage which
          are being  invested in  Shares of either  (i) the  funds in  such

          Officer-Participant's  Account  ("Investments"),   or  (ii)   the

                                        II-46
<PAGE>






          Elective deferrals  or Matching  contributions being made  to the
          Plan   and  allocated   to  such   Officer-Participant's  Account

          ("Contributions"),  during the 30-day period ("30-day Irrevocable
          Period") immediately following  the date on  which such  Officer-

          Participant properly changes the percentage of either Investments
          or Contributions  being invested in Shares.   Without limitation,

          if  agreed   to  by  an  Employer,   an  Officer-Participant  may
          voluntarily  entering into  an agreement  with an  Employer which

          limits his right  to change the  percentage of his  Contributions
          being invested  in Shares for  a period  in excess of  the 30-day

          Irrevocable Period.   Without limitation, the  Trustee shall have
          no obligation  to determine whether an  Officer-Participant is in

          compliance  with any  restrictions on  such Officer-Participant's
          change of  percentage being  invested in  Shares with respect  to

          either Investments or Contributions.   


          6.   Voting Shares.
               The Trustee shall adopt procedures to insure that the voting

          of  Shares shall be passed  through to each  Participant, so that
          such Participant shall  be entitled and reasonably able to direct

          the Trustee, in writing if so required by the Trustee,  as to the
          manner  in which the  Shares allocated to  his Account  are to be

          voted upon any matter submitted to a vote of the stockholders  of
          Kirby.     In  the  absence  of  a  written  direction  from  the

          Participant to the Trustee, the Shares of such Participant  shall
          not be  voted.    Without limitation, the  Trustee shall,  to the

          extent  reasonably  possible, act  with  respect  to all  matters
          relating to the voting of  Shares in such a way as to insure that

          there is  no disclosure to the  Employer or a Related  Party of a
          Participant's  vote; and  provided, further,  without limitation,

          any  instruction or  other communication, written  or oral,  by a
          Participant to the Trustee relating to voting of the Shares shall

          be held in confidence by the Trustee and shall not be divulged to
          the Employer or a Related Party.   



                                        II-47
<PAGE>






          7.   Tender Offers for Common Stock.  
               Upon commencement  of a  tender  offer for  Shares  ("Tender

          Offer"), the Employer shall  notify the Trustee and  shall supply
          the  Trustee (on an ongoing basis) with all information and other

          materials as is  distributed to holders of Common Stock generally
          in connection with such  Tender ("Tender Offer Materials"),   and

          the  Trustee shall  furnish such Tender  Offer Materials  to each
          Participant who has Shares allocated to his Account.  The Trustee

          shall  adopt procedures to insure that the right to Tender Shares
          shall  be  passed  through  to  each  Participant,  so  that each

          Participant  shall be entitled and  reasonably able to direct the
          Trustee, in writing if so required by the Trustee, as to  whether

          the  Shares allocated to his Account are  to be Tendered.  In the
          absence of  a  written  direction from  the  Participant  to  the

          Trustee, the Shares  of such Participant  shall not be  Tendered.
          Without limitation,  the Trustee shall, to  the extent reasonably

          possible,  act with respect to all matters relating to the Tender
          in such a  way as to  insure that there is  no disclosure to  the

          Employer or  a Related  Party  of a  Participant's decision  with
          respect to the Tender; and provided, further, without limitation,

          any instruction or  other communication,  written or  oral, by  a
          Participant to the Trustee  relating to the Tender shall  be held

          in  confidence by the  Trustee and shall  not be divulged  to the
          Employer or a Related Party.


          8. Distribution of Accrued Benefits.  

               A  Participant  who has  invested  in Shares  may  elect, in
          writing filed with the Trustee at least 10 days prior to the date

          of distribution, to  receive distribution of  the portion of  his
          Accrued Benefit attributable  to Shares  in the  form of  Shares;

          provided further  that, in  the  absence of  such direction,  the
          Trustee shall  liquidate the Participant's  Shares and distribute

          the proceeds.     
           



                                        II-48
<PAGE>







































                                     EXHIBIT 23.1



















                                        II-49
<PAGE>









                            INDEPENDENT AUDITORS' CONSENT


          The Board of Directors
          Kirby Corporation


          We  consent to the incorporation by reference of our reports into

          the Registration Statement of  Kirby Corporation on Form  S-8, to
          which this consent is an exhibit.


          Our reports refer  to changes  in the methods  of accounting  for

          income   taxes,  postretirement  benefits  other  than  pensions,
          certain investments in debt and equity securities and  accounting

          and reporting for reinsurance of short-duration and long-duration
          contracts.




                                   KPMG Peat Marwick LLP


          Houston, Texas
          February 1, 1995





















                                        II-50
<PAGE>




































                                     EXHIBIT 23.2






















                                        II-51
<PAGE>






                                                               Exhibit 23.2


                            INDEPENDENT AUDITOR'S CONSENT


          We consent to the incorporation by reference in this Registration
          Statement of Kirby Corporation  on Form S-8 of our  reports dated

          March  2, 1992, except for Note  2 as to which  the date is March
          18,  1992 (relating  to Kirby  Corporation and  subsidiaries) and

          February 28,  1994 (relating  to Universal Insurance  Company and
          subsidiaries not presented  separately herein), appearing  in the

          Annual  Report on  Form 10-K  of Kirby  Corporation for  the year
          ended December 31, 1993.




          DELOITTE & TOUCHE LLP



          Houston, Texas

          January 31, 1995

























                                        II-52
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 559502}]
{"company-data": {"conformed-name": "KIRBY CORP", "cik": "0000056047", "assigned-sic": "4400", "irs-number": "741884980", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-57625", "film-number": "95506108"}, "business-address": {"street1": "1775 ST JAMES PL STE 300", "city": "HOUSTON", "state": "TX", "zip": "77385", "phone": "7136299370"}, "mail-address": {"street1": "P.O. BOX 1745", "city": "HOUSTON", "state": "TX", "zip": "77251"}, "former-company": {"former-conformed-name": "KIRBY EXPLORATION CO INC", "date-changed": "19900510"}}
As filed with the Securities and Exchange Commission on  February
          6, 1995
                                                Registration No. 33-______ 

                                                                           

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                                            

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

                                                            

                                  KIRBY CORPORATION
                (Exact name of registrant as specified in its charter)

               Nevada    74-1884980
               (State or other jurisdiction of    (I.R.S. Employer
               incorporation or organization)     Identification No.)

               1775 St. James Place, Suite 300
               Houston, Texas 77056
               (Address of principal executive offices)     (Zip Code)

                                                            
                                  KIRBY 401(K) PLAN
                               (Full title of the plan)
                                                            

               George A. Peterkin, Jr.  Copy to:
               President Henry Gilchrist, Esq.
               Kirby Corporation   Jenkens & Gilchrist,
               1775 St. James Place, Suite 300    A            Professional
          Corporation
               Houston, Texas  77056    1445 Ross Avenue, Suite 3200
               (713) 629-9370 Dallas, Texas  75202
               (Name, address and telephone number
               including area code of agent for service)
CALCULATION OF REGISTRATION FEE

          Title of Class   Amount To    Proposed  Proposed  Amount
          of Securities    Be           Maximum   Maximum   of
          to be Registered Registered   Offering  Aggregate Registration
                           (1)          Price     Offering  Fee (3)
                                        per       Price
                                        Share     (2)(3)
                                        (2)(3)

          Common Stock,   300,000       $15.875   $4,762,500 $1,643
          $0.10           Shares
          par value
          per share                  

               (1)  Pursuant  to Rule  416(c) under  the Securities  Act of
          1933,  as amended,  this  Registration Statement  also covers  an
          indeterminate amount  of interests to be offered or sold pursuant
          to the Kirby 401(k) Plan (the "Plan").
               (2)  Estimated  solely for  the purpose  of calculating  the
          registration fee.
               (3)  Calculated   pursuant   to    Rule 457(c)   and    (h).
          Accordingly,  the price  per share  of the  common  stock offered
          hereunder  pursuant to  the Plan  is based  on 300,000  shares of
          common stock  that may be  offered or  sold under the  Plan at  a
          price per  share of $15.875, which is  the average of the highest
          and  lowest  selling  price per  share  of  common  stock on  the
          American Stock Exchange, Inc. on January 31, 1995.
PART II

                    INFORMATION REQUIRED IN REGISTRATION STATEMENT

          Item 3.  Incorporation of Documents by Reference.

               The registrant and the  Plan hereby incorporate by reference
          in this registration statement the following documents previously
          filed  by  the  registrant   with  the  Securities  and  Exchange
          Commission (the "Commission"):

                    (1)  the  registrant's Annual Report on Form 10-K filed
               with  the Commission for the fiscal  year ended December 31,
               1993;

                    (2)  the  registrant's  Quarterly Reports  on Form 10-Q
               for the quarters ended  March 31, June 30 and  September 30,
               1994, filed with the Commission; 

                    (3)  the  registrant's Report on  Form 8-K,  filed with
               the Commission on December 9, 1994; and

                    (4)  the  description of  the common  stock, par  value
               $0.10 per share,  of the registrant (the "Common Stock") set
               forth  in  the  Registration  Statement on  Form 8-B,  dated
               October 14,  1976, including  any amendment or  report filed
               for the purpose of updating such description.

               All documents  filed by  the registrant with  the Commission
          pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), subsequent
          to the date of this registration statement shall be  deemed to be
          incorporated herein by reference and to be a part hereof from the
          date  of the  filing of such  documents until such  time as there
          shall have  been filed a post-effective  amendment that indicates
          that  all  securities  offered  hereby  have  been  sold  or that
          deregisters all securities remaining  unsold at the time of  such
          amendment.

          Item 6.  Indemnification of Directors and Officers.

                    (a)  The  Restated Articles  of  Incorporation  of  the
               registrant provide for indemnification as follows:

               "TWELFTH: 1. The corporation  shall indemnify any person who
               was or is a party or is threatened to be made a party to any
               threatened, pending or completed action, suit or proceeding,
               whether  civil,  criminal, administrative  or investigative,
               except an  action by or in the  right of the corporation, by
               reason  of the fact that  he is or  was a director, officer,
               employee or agent of  the corporation, or is or  was serving

                                         II-1
at the request  of the corporation  as a director,  officer,
               employee or agent of another corporation, partnership, joint
               venture,  trust  or  other  enterprise,   against  expenses,
               including attorneys' fees, judgments, fines and amounts paid
               in  settlement actually  and reasonably  incurred by  him in
               connection with the  action, suit or proceeding if  he acted
               in good faith and  in a manner which he  reasonably believed
               to  be  in or  not  opposed  to the  best  interests of  the
               corporation,  and, with  respect to  any criminal  action or
               proceeding, has  no reasonable cause to  believe his conduct
               was  unlawful.    The termination  of  any  action,  suit or
               proceeding  by judgment,  order, settlement,  conviction, or
               upon  a plea of nolo contendere or its equivalent, does not,
               of  itself, create a presumption that the person did not act
               in good faith and  in a manner which he  reasonably believed
               to be  in  or not  opposed  to  the best  interests  of  the
               corporation, and  that, with respect to  any criminal action
               or proceeding, he had reasonable  cause to believe that  his
               conduct was unlawful.

                    2.   The corporation shall indemnify any person who was
               or is a  party or is threatened  to be made  a party to  any
               threatened, pending or completed action or suit by or in the
               right  of the corporation to procure a judgment in its favor
               by reason of the fact that he is or was a director, officer,
               employee or agent of  the corporation, or is or  was serving
               at  the request of  the corporation as  a director, officer,
               employee or agent of another corporation, partnership, joint
               venture,  trust   or  other  enterprise   against  expenses,
               including  amounts paid  in  settlement and  attorneys' fees
               actually and  reasonably incurred by him  in connection with
               the defense or settlement of the action  or suit if he acted
               in good faith and  in a manner which he  reasonably believed
               to  be  in  or not  opposed  to the  best  interests  of the
               corporation.   Indemnification  shall  not be  made for  any
               claim, issue or matter  as to which such  a person has  been
               adjudged  by  a  court  of  competent  jurisdiction,   after
               exhaustion  of all  appeals therefrom,  to be liable  to the
               corporation  or  for  amounts  paid  in  settlement  to  the
               corporation  unless and only to the extent that the court in
               which  the  action or  suit was  brought  or other  court of
               competent  jurisdiction determines upon  application that in
               view of all  the circumstances  of the case,  the person  is
               fairly  and  reasonably  entitled  to  indemnity  for   such
               expenses as the court deems proper.

                    3.   To the extent  that a director, officer,  employee
               or  agent of a corporation has been successful on the merits
               or otherwise in  defense of any  action, suit or  proceeding
               referred to in sections 1 and 2 of this Article  Twelfth, or
               in defense of any claim, issue or matter therein, he must be
               indemnified by the  corporation against expenses,  including

                                         II-2
attorneys' fees, actually and  reasonably incurred by him in
               connection with the defense.

                    4.   Any indemnification under sections 1 and 2 of this
               Article  Twelfth,  unless ordered  by  a  court or  advanced
               pursuant  to section 5 of this Article Twelfth, must be made
               by  the corporation only as  authorized in the specific case
               upon a  determination that indemnification of  the director,
               officer, employee  or agent is proper  in the circumstances.
               The determination must be made:

                         (a)  By the stockholders;

                         (b)  By the board of directors by majority vote of
                    a quorum  consisting of directors who  were not parties
                    to the act, suit or proceeding;

                         (c)  If a majority vote  of a quorum consisting of
                    directors who  were not  parties  to the  act, suit  or
                    proceeding so orders, by independent legal counsel in a
                    written opinion; or

                         (d)  If a quorum consisting of directors who  were
                    not  parties to the  act, suit or  proceeding cannot be
                    obtained, by  independent legal  counsel  in a  written
                    opinion.

                    5.   The expenses of officers and directors incurred in
               defending  a civil  or criminal  action, suit  or proceeding
               must be paid  by the corporation as they are incurred and in
               advance  of  the final  disposition of  the action,  suit or
               proceeding upon receipt of an undertaking by or on behalf of
               the  director  or  officer to  repay  the  amount  if it  is
               ultimately determined by a  court of competent  jurisdiction
               that  he   is  not  entitled   to  be  indemnified   by  the
               corporation.   The  provisions of  this  section 5  of  this
               Article Twelfth  do not affect any rights  to advancement of
               expenses to  which corporate personnel other  than directors
               or officers may be entitled  under any contract or otherwise
               by law.

                    6.   The  indemnification  and advancement  of expenses
               provided by this Article Twelfth:

                         (a)  Does not exclude any  other rights to which a
                    person  seeking  indemnification   or  advancement   of
                    expenses  may  be  entitled  under  these  articles  of
                    incorporation   or  any  bylaws,   agreement,  vote  of
                    stockholders or disinterested  directors or  otherwise,
                    for either  an action in  his official  capacity or  an
                    action in  another capacity while  holding his  office,
                    except that indemnification, unless  ordered by a court

                                         II-3
pursuant to section  2 of this  Article Twelfth or  for
                    the advancement of expenses of any director or officer,
                    if a  final adjudication  establishes that his  acts or
                    omissions involved intentional  misconduct, fraud or  a
                    knowing violation  of the law  and was material  to the
                    cause of action.

                         (b)  Continues for a person who has ceased to be a
                    director, officer, employee or  agent and inures to the
                    benefit of  the heirs, executors and  administrators of
                    such a person.

                    7.   The   corporation   may   purchase  and   maintain
               insurance or make other  financial arrangements on behalf of
               any  person who is or  was a director,  officer, employee or
               agent  of the  corporation,  or is  or  was serving  at  the
               request of the corporation  as a director, officer, employee
               or agent of another corporation, partnership, joint venture,
               trust or other enterprise for any liability asserted against
               him  and  liability  and expenses  incurred  by  him  in his
               capacity  as  a director,  officer,  employee  or agent,  or
               arising  out of  his  status as  such,  whether or  not  the
               corporation has the authority  to indemnify him against such
               liability and expenses.

                    8.   The  other  financial  arrangements  made  by  the
               corporation pursuant  to section  7 of this  Article Twelfth
               may include the following:

                         (a)   The creation of a trust fund.

                         (b)   The   establishment   of   a    program   of
                         self-insurance.

                         (c)  The   securing   of    its   obligation    of
                    indemnification  by  granting  a  security  interest or
                    other lien on any assets of the corporation.

                         (d)  The  establishment  of  a  letter  of credit,
                    guaranty or surety.

               No financial  arrangement made pursuant to  this section may
               provide  protection  for a  person  adjudged by  a  court of
               competent  jurisdiction,  after  exhaustion of  all  appeals
               therefrom, to be liable for intentional misconduct, fraud or
               a  knowing  violation of  law,  except with  respect  to the
               advancement  of  expenses or  indemnification  ordered  by a
               court.

                    9.   Any insurance or  other financial arrangement made
               on behalf of a  person pursuant to this Article  Twelfth may
               he provided by  the corporation or any other person approved

                                         II-4
by the board of directors, even if all or part  of the other
               person's  stock   or  other  securities  is   owned  by  the
               corporation.

                    10.  In the absence of fraud:

                         (a)  The decision of the  board of directors as to
                    the  propriety  of  the  terms and  conditions  of  any
                    insurance or other financial arrangement  made pursuant
                    to this Article Twelfth and the choice of the person to
                    provide  the insurance  or other  financial arrangement
                    shall be conclusive; and

                         (b)   The    insurance    or    other    financial
                    arrangement:

                              (1)  Is not void or voidable; and

                              (2)  Does not subject any  director approving
                         it to personal liability for his action, even if a
                         director   approving   the   insurance  or   other
                         financial  arrangement is  a  beneficiary  of  the
                         insurance or other financial arrangement."

               (b)  The  registrant's  Bylaws provide  that  the registrant
          shall indemnify  each and every  present and former  director and
          officer of the registrant, and each and every person who may have
          served  at the registrant's request  as a director  or officer of
          another  corporation  in  which  the registrant  owns  shares  of
          capital stock or of which the  registrant is a creditor (each  of
          which other corporation is individually referred  to herein as an
          "Other  Enterprise"),  against any  and  all expenses  (including
          attorneys'  fees) actually  and  necessarily incurred  by him  in
          connection  with the defense of any action, suit or proceeding in
          which he was or is  a party by reason  of being or having been  a
          director  or officer of the registrant or Other Enterprise to the
          fullest extent  permitted by law.  The  rights of indemnification
          provided  in the Bylaws  are in addition  to any  other rights to
          which  a person may otherwise be entitled by any other provisions
          of the registrant's Restated Articles  of Incorporation, statute,
          agreement, vote of stockholders or otherwise.

                The registrant's Bylaws further provide that the registrant
          shall indemnify officers and directors of the registrant, as well
          as  other  persons  who serve  as  agents  and  employees of  the
          registrant, to the extent set forth in the Restated Articles.

               Additionally,  the  registrant's  Bylaws  provide  that  the
          registrant may purchase and maintain insurance  on behalf of, and
          contractually  agree to  indemnify, any  person who  is or  was a
          director,  officer, employee or agent of the registrant, or is or
          was  serving  at the  request of  the  registrant as  a director,

                                         II-5
officer, employee  or agent of another  corporation, partnership,
          joint venture,  trust or  other enterprise against  any liability
          asserted against him and incurred by him in any such capacity, or
          arising out of his status as  such, whether or not the registrant
          would  have the  power  to indemnify  him against  such liability
          under the provisions of the Bylaws.

               (c)  The registrant  has entered  into agreements  with each
          Director, certain  key employees, including Brian   K. Harrington
          and G. Stephen Holcomb, and certain directors of subsidiaries  of
          the  registrant, that  provide  for the  indemnification of  such
          individuals for certain liabilities incurred in such capacity.

          Item 8.  Exhibits.

               (a)  Exhibits.

                         The  following documents  are filed  as a  part of
                    this registration statement.

               Exhibit        Description of Exhibit

               4.1  Restated Articles of Incorporation of Kirby Exploration
                    Company, Inc., as amended (incorporated by reference to
                    Exhibit  3.1 to the registrant's Registration Statement
                    on Form S-3 (Reg. No. 33-30832))

               4.2  Certificate   of  Amendment  of  Restated  Articles  of
                    Incorporation  of  the   registrant  (incorporated   by
                    reference  to Exhibit  3.2  to the  registrant's Annual
                    Report on Form  10-K for  the year  ended December  31,
                    1991)

               4.3  Bylaws of  the registrant, as amended, (incorporated by
                    reference   to   Exhibit   3.2  to   the   registrant's
                    Registration Statement on Form S-3 (Reg. No. 33-30832))

               4.4  Amendment to Bylaws of  the registrant (incorporated by
                    reference to  Exhibit 3.4  to  the registrant's  Annual
                    Report on Form  10-K for  the year  ended December  31,
                    1991)

               4.5* Kirby 401(k) Plan

               23.1*     Consent of KPMG Peat Marwick LLP

               23.2*     Consent of Deloitte & Touche LLP
          ____________________

          *    Filed herewith.

                                         II-6
(b)  The registrant will submit the Plan in a timely  manner
          to the Internal Revenue  Service (the "IRS") for a  determination
          letter  that the  Plan  is qualified  under  Section 401  of  the
          Internal Revenue Code and  will make all changes required  by the
          IRS in order to qualify the Plan.

          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 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;

                    (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; and

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

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

                                         II-7
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.

                                         II-8
SIGNATURES

               The  Registrant.    Pursuant  to  the  requirements  of  the
          Securities  Act of  1933,  the registrant  certifies that  it has
          reasonable  grounds to believe that it meets all the requirements
          for  filing on  Form S-8 and  has duly  caused  this registration
          statement  to  be  signed  on  its  behalf  by  the  undersigned,
          thereunto duly  authorized,  in the  City  of Houston,  State  of
          Texas, on February 3, 1995:

                                             KIRBY CORPORATION

                                             By:  /s/  George  A. Peterkin,
                              Jr.                                          
                                                  George A. Peterkin, Jr.,
                                                  President

                                  POWER OF ATTORNEY

               KNOW ALL  MEN  BY THESE  PRESENTS,  that each  person  whose
          signature  appears  below  constitutes  and  appoints  George  A.
          Peterkin, Jr.,  his true  and lawful attorney-in-fact  and agents
          with full power of substitution  and resubstitution, for him  and
          in his name, place and stead, in any and all  capacities, to sign
          any and  all amendments (including post-effective  amendments) to
          this  registration  statement, and  to  file  the same  with  all
          exhibits,  thereto, and  all documents  in connection  therewith,
          with the  Securities and Exchange Commission,  granting unto said
          attorneys-in-fact  and agents, and  each of them,  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 might or  could do  in
          person,   hereby  ratifying   and   confirming  all   that   said
          attorneys-in-fact and agents or  either of them, or their  or his
          substitute or substitutes, may lawfully do or cause to be done by
          virtue hereof.

               Pursuant  to the  requirements of  the Securities  Act, this
          registration statement  has been signed by  the following persons
          in the capacities and on the dates indicated.

               Signature                  Capacity                  Date

           /s/ Robert G.
           Stone, Jr.      
           Robert G. Stone,      Chairman  of the  Board of
                                 Directors                        February
                                                                  3, 1995
/s/ George A.
           Peterkin, Jr.   
           George A.             President and Director
                                 (Principal       Executive
                                 Officer)                         February
                                                                  3, 1995

           /s/ J. H. Pyne  
           J. H. Pyne            Executive  Vice  President
                                 and Director                     February
                                                                  3, 1995

           /s/ Brian K.
           Harrington      
           Brian K.              Senior   Vice   President,
                                 Treasurer   and  Assistant
                                 Secretary       (Principal       February
                                                                  3, 1995

           /s/ G. Stephen
           Holcomb         
           G. Stephen            Vice            President,
                                 Controller,      Assistant
                                 Secretary   and  Assistant       February
                                                                  3, 1995

           /s/ George F.
           Clements, Jr.   
           George F.             Director                         February
                                                                  3, 1995

           /s/ J. Peter
           Kleifgen        
           J. Peter              Director                         February
                                                                  3, 1995

           /s/ William M.
           Lamont, Jr.     
           William M.            Director                         February
                                                                  3, 1995

           /s/ C. W.
           Murchison, III  
           C. W. Murchison,      Director                         February
                                                                  3, 1995

           /s/ J. Virgil
           Waggoner        
           J. Virgil             Director                         February
                                                                  3, 1995
The Plan.   Pursuant to  the requirements of  the Securities
          Act of 1933, the trustee of the Kirby 401(k) Plan has duly caused
          this registration statement  to be  signed on its  behalf by  the
          undersigned, thereunto  duly authorized, in the  City of Houston,
          State of Texas, on February 3, 1995.

                                             KIRBY 401(K) PLAN
                                             By:  TEXAS    COMMERCE    BANK
          NATIONAL                                     ASSOCIATION, Trustee

                                             By:                      
                                                  Pat Rye, Vice President
EXHIBIT INDEX

           Exhib
             it
           Numbe
             r                  Document Description                Sequen
                                                                     tial
                                                                     Page
                                                                    Number

            4.5    Kirby 401(k) Plan
            23.1   Consent of KPMG Peat Marwick LLP
            23.2   Consent of Deloitte & Touche LLP
EXHIBIT 4.5
Texas Commerce Bank National Association

                           DEFINED CONTRIBUTION MASTER PLAN
                                         AND
                                   TRUST AGREEMENT
TABLE OF CONTENTS

          ALPHABETICAL LISTING OF DEFINITIONS .  v

          ARTICLE I, DEFINITIONS
               1.01 Employer   1.01
               1.02 Trustee 1.01
               1.03 Plan  1.01
               1.04 Adoption Agreement  1.01
               1.05 Plan Administrator  1.02
               1.06 Advisory Committee  1.02
               1.07 Employee  1.02
               1.08 Self-Employed Individual/Owner-Employee 1.02
               1.09 Highly Compensated Employee 1.02
               1.10 Participant 1.03
               1.11 Beneficiary 1.03
               1.12 Compensation  1.03
               1.13 Earned Income 1.05
               1.14 Account 1.05
               1.15 Accrued Benefit 1.05
               1.16 Nonforfeitable  1.05
               1.17 Plan Year/Limitation Year 1.05
               1.18 Effective Date  1.05
               1.19 Plan Entry Date 1.05
               1.20 Accounting Date 1.05
               1.21 Trust 1.05
               1.22 Trust Fund  1.05
               1.23 Nontransferable Annuity 1.05
               1.24 ERISA 1.05
               1.25 Code  1.05
               1.26 Service 1.05
               1.27 Hour of Service 1.06
               1.28 Disability  1.07
               1.29 Service for Predecessor Employer  1.07
               1.30 Related Employers 1.07
               1.31 Leased Employees  1.07
               1.32 Special Rules for Owner-Employers 1.08
               1.33 Determination of Top Heavy Status 1.08
               1.34 Paired Plans  1.10
               1.35 Retirement Investment Trust 1.10

          ARTICLE II, EMPLOYEE PARTICIPANTS
               2.01 Eligibility 2.01
               2.02 Year of Service - Participation 2.01
               2.03 Break in Service - Participation  2.01
               2.04 Participation upon Re-employment  2.02
               2.05 Change in Employee Status 2.02
               2.06 Election Not to Participate 2.02

          ARTICLE III, EMPLOYER CONTRIBUTIONS AND FORFEITURES
               3.01 Amount  3.01
               3.02 Determination of Contribution 3.01
               3.03 Time of Payment of Contribution 3.01
3.04 Contribution Allocation 3.01
               3.05 Forfeiture Allocation 3.03
               3.06 Accrual of Benefit  3.03
               3.07 - 3.16  Limitations on Allocations  3.05
               3.17 Special Allocation Limitation 3.07
               3.18 Defined Benefit Plan Limitation 3.07
               3.19 Definitions - Article III 3.07

          ARTICLE IV, PARTICIPANT CONTRIBUTIONS
               4.01 Participant Nondeductible Contributions 4.01
               4.02 Participant Deductible Contributions  4.01
               4.03 Participant Rollover Contributions  4.01
               4.04 Participant Contribution - Forfeitability 4.02
               4.05 Participant Contribution - Withdrawal/Distribution  4.02
               4.06 Participant Contribution - Accrued Benefit  4.02

          ARTICLE V, TERMINATION OF SERVICE - PARTICIPANT VESTING
               5.01 Normal Retirement Age 5.01
               5.02 Participant Disability or Death 5.01
               5.03 Vesting Schedule  5.01
               5.04 Cash-Out     Distributions      to     Partially-Vested
          Participants/Restoration
                    of Forfeited Accrued Benefit  5.01
               5.05 Segregated Account for Repaid Amount  5.03
               5.06 Year of Service - Vesting 5.03
               5.07 Break in Service - Vesting  5.03
               5.08 Included Years of Service - Vesting 5.03
               5.09 Forfeiture Occurs 5.03

          ARTICLE VI, TIME AND METHOD OF PAYMENT OF BENEFITS
               6.01 Time of Payment of Accrued Benefit  6.01
               6.02 Method of Payment of Accrued Benefit  6.03
               6.03 Benefit Payment Elections 6.04
               6.04 Annuity  Distributions  to  Participants and  Surviving
          Spouses 6.06
               6.05 Waiver Election - Qualified Joint and Survivor Annuity  6.07
               6.06 Waiver Election - Preretirement Survivor Annuity  6.08
               6.07 Distributions Under Domestic Relations Orders 6.08

          ARTICLE VII, EMPLOYER ADMINISTRATIVE PROVISIONS
               7.01 Information to Committee  7.01
               7.02 No Liability  7.01
               7.03 Indemnity of Certain Fiduciaries  7.01
               7.04 Employer Direction of Investment  7.02
               7.05 Amendment to Vesting Schedule 7.02

          ARTICLE VIII, PARTICIPANT ADMINISTRATIVE PROVISIONS
               8.01 Beneficiary Designation 8.01
               8.02 No Beneficiary Designation/Death of Beneficiary 8.01
               8.03 Personal Data to Committee  8.02
               8.04 Address for Notification  8.02
               8.05 Assignment or Alienation  8.02

                                        II-ii
8.06 Notice of Change in Terms 8.02
               8.07 Litigation Against the Trust  8.02
               8.08 Information Available 8.02
               8.09 Appeal Procedure for Denial of Benefits 8.02
               8.10 Participant Direction of Investment 8.03

          ARTICLE IX, ADVISORY COMMITTEE - DUTIES WITH RESPECT TO
          PARTICIPANTS' ACCOUNTS
               9.01 Members' Compensation, Expenses 9.01
               9.02 Term  9.01
               9.03 Powers  9.01
               9.04 General 9.01
               9.05 Funding Policy  9.02
               9.06 Manner of Action  9.02
               9.07 Authorized Representative 9.02
               9.08 Interested Member 9.02
               9.09 Individual Accounts 9.02
               9.10 Value of Participant's Accrued Benefit  9.02
               9.11 Allocation and Distribution of Net Income Gain or Loss  9.03
               9.12 Individual Statement  9.03
               9.13 Account Charged 9.03
               9.14 Unclaimed Account Procedure 9.03

          ARTICLE X, CUSTODIAN/TRUSTEE, POWERS AND DUTIES
               10.01     Acceptance 10.01
               10.02     Receipt of Contributions 10.01
               10.03     Investment Powers  10.01
               10.04     Records and Statements 10.06
               10.05     Fees and Expenses from Fund  10.06
               10.06     Parties to Litigation  10.06
               10.07     Professional Agents  10.06
               10.08     Distribution of Cash or Property 10.06
               10.09     Distribution Directions  10.07
               10.10     Third Party/Multiple Trustees  10.07
               10.11     Resignation  10.07
               10.12     Removal  10.07
               10.13     Interim Duties and Successor Trustee 10.07
               10.14     Valuation of Trust 10.07
               10.15     Limitation  on Liability -  If Investment Manager,
          Ancillary
                    Trustee or Independent Fiduciary  10.07
               10.16     Investment in Group Trust Fund 10.08
               10.17     Appointment  of  Ancillary Trustee  or Independent
          Fiduciary 10.08
               10.18     Evidence of Action by the Advisory Committee 10.09
               10.19     Allocation of Responsibilities Among Fiduciaries 10.09
               10.20     Special Provisions Regarding Retirement Investment
          Trusts  10.10

          ARTICLE  XI,  PROVISIONS  RELATING  TO  INSURANCE  AND  INSURANCE
          COMPANY
               11.01     Insurance Benefit  11.01

                                        II-iii
11.02     Limitation on Life Insurance Protection  11.01
               11.03     Definitions  11.02
               11.04     Dividend Plan  11.02
               11.05     Insurance Company Not a Party to Agreement 11.02
               11.06     Insurance  Company  Not Responsible  for Trustee's
          Actions 11.02
           11.07     Insurance Company Reliance on Trustee's Signature  11.03
               11.08     Acquittance  11.03
               11.09     Duties of Insurance Company  11.03

          ARTICLE XII, MISCELLANEOUS
               12.01     Evidence 12.01
               12.02     No Responsibility for Employer Action  12.01
               12.03     Fiduciaries Not Insurers 12.01
               12.04     Waiver of Notice 12.01
               12.05     Successors 12.01
               12.06     Word Usage 12.01
               12.07     State Law  12.01
               12.08     Employer's Right to Participate  12.01
               12.09     Employment Not Guaranteed  12.02

          ARTICLE XIII, EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION
               13.01     Exclusive Benefit  13.01
               13.02     Amendment By Employer  13.01
               13.03     Amendment By Master Plan Sponsor 13.02
               13.04     Discontinuance 13.02
               13.05     Full Vesting on Termination  13.02
               13.06     Merger/Direct Transfer 13.02
               13.07     Termination  13.03

          ARTICLE XIV, CODE Sect.401(k) & CODE Sect.401(m) ARRANGEMENTS
               14.01     Application  14.01
               14.02     Code Sect. 401(k) Arrangement  14.01
               14.03     Definitions  14.02
               14.04     Matching Contributions/Employee Contributions  14.03
               14.05     Time of Payment of Contributions 14.03
               14.06     Special    Allocation   Provisions    -   Deferral
          Contributions, 
                    Matching   Contributions   and  Qualified   Nonelective
          Contributions 14.04
               14.07     Annual Elective Deferral Limitation  14.05
               14.08     Actual Deferral Percentage ("ADP") Test  14.06
               14.09     Nondiscrimination  Rules   for  Employer  Matching
          Contributions
                    and Participant Nondeductible Contributions 14.07
               14.10     Multiple Use Limitation  14.09
               14.11     Distribution Restrictions  14.10
               14.12     Special Allocation Rules 14.11

               ARTICLE A- APPENDIX TO BASIC PLAN DOCUMENT A-1

                                        II-iv
ALPHABETICAL LISTING OF DEFINITIONS

               Plan Definition     Section Reference
                       (Page Number)

          100% Limitation 3.19(l) (3.09)
          Account 1.14 (1.05)
          Accounting Date 1.20 (1.05)
          Accrued Benefit 1.15 (1.05)
          Actual Deferral Percentage ("ADP") Test 14.08 (14.06)
          Adoption Agreement  1.04 (1.01)
          Advisory Committee  1.06 (1.02)
          Annual Addition 3.19(a) (3.07)
          Average Contribution Percentage Test  14.09 (14.07)
          Beneficiary 1.11 (1.03)
          Break in Service for Eligibility Purposes 2.03 (2.01)
          Break in Service for Vesting Purposes 5.07 (5.03)
          Cash-out Distribution 5.04 (5.01)
          Code  1.25 (1.05)
          Code Sect.411(d)(6) Protected Benefits  13.02 (13.01)
          Compensation  1.12 (1.03)
          Compensation for Code Sect.401(k) Purposes  14.03(f) (14.02)
          Compensation for Code Sect.415 Purposes 3.19(b) (3.07)
          Compensation for Top Heavy Purposes 1.33(B)(3) (1.10)
          Contract(s) 11.03(c) (11.02)
          Custodian Designation 10.03[B] (10.03)
          Deemed Cash-out Rule  5.04(C) (5.02)
          Deferral Contributions  14.03(g) (14.02)
          Deferral Contributions Account  14.06 (14.04)
          Defined Benefit Plan  3.19(i) (3.08)
          Defined Benefit Plan Fraction 3.19(j) (3.08)
          Defined Contribution Plan 3.19(h) (3.08)
          Defined Contribution Plan Fraction  3.19(k) (3.09)
          Determination Date  1.33(B)(7) (1.10)
          Disability  1.28 (1.07)
          Distribution Date 6.01 (6.01)
          Distribution Restrictions 14.03(m) (14.03)
          Earned Income 1.13 (1.05)
          Effective Date  1.18 (1.05)
          Elective Deferrals  14.03(h) (14.02)
          Elective Transfer 13.06(A) (13.02)
          Eligible Employee 14.03(c) (14.02)
          Employee  1.07 (1.02)
          Employee Contributions  14.03(n) (14.03)
          Employer  1.01 (1.01)
          Employer Contribution Account 14.06 (14.04)
          Employer for Code Sect.415 Purposes 3.19(c) (3.07)
          Employer for Top Heavy Purposes 1.33(B)(6) (1.10)
          Employment Commencement Date  2.02 (2.01)
          ERISA 1.24 (1.05)

                                         II-v
Excess Aggregate Contributions  14.09 (14.07)
          Excess Amount 3.19(d) (3.07)
          Excess Contributions  14.08 (14.06)
          Exempt Participant  8.01 (8.01)
          Forfeiture Break in Service 5.08 (5.03)
          Group Trust Fund  10.16 (10.07)
          Hardship  6.01(A)(4) (6.02)
          Hardship for Code Sect.401(k) Purposes  14.11 (14.10)
          Highly Compensated Employee 1.09 (1.02)
          Highly Compensated Group  14.03(d) (14.02)
          Hour of Service 1.27 (1.06)
          Incidental Insurance Benefits 11.01 (11.01)
          Insurable Participant 11.03(d) (11.02)
          Investment Manager  9.04(i) (9.01)
          Issuing Insurance Company 11.03(b) (11.02)
          Joint and Survivor Annuity  6.04(A) (6.06)
          Key Employee  1.33(B)(1) (1.10)
          Leased Employees  1.31 (1.08)
          Limitation Year 1.17 and 3.19(e) (1.05) and (3.08)
          Loan Policy 9.04(A) (9.02)
          Mandatory Contributions 14.04 (14.03)
          Mandatory Contributions Account 14.04 (14.03)
          Master or Prototype Plan  3.19(f) (3.08)
          Matching Contributions  14.03(i) (14.03)
          Maximum Permissible Amount  3.19(g) (3.08)
          Minimum Distribution Incidental Benefit (MDIB)  6.02(A) (6.03)
          Multiple Use Limitation 14.10 (14.09)
          Named Fiduciary 10.03[D] (10.04)
          Nonelective Contributions 14.03(j) (14.03)
          Nonforfeitable  1.16 (1.05)
          Nonhighly Compensated Employee  14.03(b) (14.02)
          Nonhighly Compensated Group 14.03(e) (14.02)
          Non-Key Employee  1.33(B)(2) (1.10)
          Nontransferable Annuity 1.23 (1.05)
          Normal Retirement Age 5.01 (5.01)
          Owner-Employee  1.08 (1.02)
          Paired Plans  1.34 (1.10)
          Participant 1.10 (1.03)
          Participant Deductible Contributions  4.02 (4.01)
          Participant Forfeiture  3.05 (3.03)
          Participant Loans 10.03[E] (10.05)
          Participant Nondeductible Contributions 4.01 (4.01)
          Permissive Aggregation Group  1.33(B)(5) (1.10)
          Plan  1.03 (1.01)
          Plan Administrator  1.05 (1.02)
          Plan Entry Date 1.19 (1.05)
          Plan Year 1.17 (1.05)
          Policy  11.03(a) (11.02)
          Predecessor Employer  1.29 (1.07)
          Preretirement Survivor Annuity  6.04(B) (6.06)
          Qualified Domestic Relations Order  6.07 (6.09)
          Qualified Matching Contributions  14.03(k) (14.03)

                                        II-vi
Qualified Nonelective Contributions 14.03(l) (14.03)
          Qualifying Employer Real Property 10.03[F] (10.05)
          Qualifying Employer Securities  10.03[F] (10.05)
          Related Employers 1.30 (1.07)
          Required Aggregation Group  1.33(B)(4) (1.10)
          Required Beginning Date 6.01(B) (6.02)
          Rollover Contributions  4.03 (4.01)
          Self-Employed Individual  1.08 (1.02)
          Service 1.26 (1.06)
          Term Life Insurance Contract  11.03 (11.02)
          Top Heavy Minimum Allocation  3.04(B) (3.01)
          Top Heavy Ratio 1.33 (1.09)
          Trust 1.21 (1.05)
          Trustee 1.02 (1.01)
          Trustee Designation 10.03[A] (10.01)
          Trust Fund  1.22 (1.05)
          Weighted Average Allocation Method  14.12 (14.11)
          Year of Service for Eligibility Purposes  2.02 (2.01)
          Year of Service for Vesting Purposes  5.06 (5.03)

                                        II-vii
Texas Commerce Bank National Association
                                           
                 DEFINED CONTRIBUTION MASTER PLAN AND TRUST AGREEMENT
                               BASIC PLAN DOCUMENT # 03

               Texas Commerce Bank National Association, in its capacity as
          Master  Plan Sponsor,  establishes this  Master Plan  intended to
          conform  to  and  qualify  under  Sect.401  and  Sect.501  of the
          Internal  Revenue   Code  of   1986,  as  amended.   An  Employer
          establishes  a Plan and Trust under this Master Plan by executing
          an  Adoption Agreement.  If the  Employer adopts  this Plan  as a
          restated Plan  in  substitution  for,  and in  amendment  of,  an
          existing plan, the provisions  of this Plan, as a  restated Plan,
          apply solely to  an Employee whose  employment with the  Employer
          terminates  on  or  after  the restated  Effective  Date  of  the
          Employer's Plan.  If an  Employee's employment with  the Employer
          terminates prior to the restated Effective Date, that Employee is
          entitled to  benefits under the Plan  as the Plan existed  on the
          date of the Employee's termination of employment. 

                                      ARTICLE I 
                                     DEFINITIONS 

               1.01 "Employer" means each employer  who adopts this Plan by
          executing an Adoption Agreement. 

               1.02 "Trustee" means  the person  or persons who  as Trustee
          execute the  Employer's Adoption  Agreement, or any  successor in
          office  who  in writing  accepts  the  position  of Trustee.  The
          Employer  must designate  in its  Adoption Agreement  whether the
          Trustee will administer  the Trust as a  discretionary Trustee or
          as   a  nondiscretionary  Trustee.   If  a   person  acts   as  a
          discretionary Trustee, the Employer also may appoint a Custodian.
          See Article X. If the Master  Plan Sponsor is a bank, savings and
          loan,  credit union  or similar  financial institution,  a person
          other than the  Master Plan  Sponsor (or its  affiliate) may  not
          serve as Trustee or  as Custodian of the Employer's  Plan without
          the written consent of the Master Plan Sponsor.

               1.03 "Plan"  means   the  retirement  plan   established  or
          continued  by  the  Employer  in  the  form  of  this  Agreement,
          including  the Adoption  Agreement under  which the  Employer has
          elected  to participate  in this  Master Plan. The  Employer must
          designate  the name  of the  Plan in  its Adoption  Agreement. An
          Employer  may execute  more than  one Adoption  Agreement offered
          under  this Master Plan, each of which will constitute a separate
          Plan and  Trust established  or continued by  that Employer.  The
          Plan  and  the  Trust created  by  each  adopting  Employer is  a
          separate Plan and a separate Trust, independent from the plan and
          the  trust of any other  employer adopting this  Master Plan. All
section references  within the  Plan are Plan  section references
          unless the context clearly indicates otherwise. 

               1.04 "Adoption  Agreement"  means the  document  executed by
          each Employer adopting this Master Plan. The terms of this Master
          Plan  as modified by the terms of an adopting Employer's Adoption
          Agreement constitute a separate Plan and Trust to be construed as
          a  single  Agreement. Each  elective  provision  of the  Adoption
          Agreement corresponds by section reference to the  section of the
          Plan which  grants the election. Each  Adoption Agreement offered
          under  this Master  Plan is  either a  Nonstandardized Plan  or a
          Standardized Plan, as identified in the preamble to that Adoption
          Agreement. The provisions  of this Master  Plan apply equally  to
          Nonstandardized Plans and to Standardized Plans  unless otherwise
          specified.
1.05 "Plan  Administrator"  is   the  Employer  unless   the
          Employer designates another person  to hold the position of  Plan
          Administrator.  In  addition  to   his  other  duties,  the  Plan
          Administrator has  full responsibility  for  compliance with  the
          reporting and  disclosure  rules  under  the Code  and  ERISA  as
          respects the Plan and Trust. 

               1.06 "Advisory  Committee"  means  the  Employer's  Advisory
          Committee as from time to time constituted. 

               1.07 "Employee"    means    any   employee    (including   a
          Self-Employed  Individual)  of the  Employer.  The  Employer must
          specify  in  its Adoption  Agreement  any Employee,  or  class of
          Employees, not  eligible  to  participate  in the  Plan.  If  the
          Employer elects  to exclude collective bargaining  employees, the
          exclusion applies to any  employee of the Employer included  in a
          unit  of employees covered by an agreement which the Secretary of
          Labor  finds  to be  a  collective  bargaining agreement  between
          employee  representatives and  one or  more employers  unless the
          collective  bargaining agreement  requires  the  employee  to  be
          included within  the  Plan. The  term "employee  representatives"
          does not include any  organization more than half the  members of
          which are owners, officers, or executives of the Employer.

               1.08 "Self-Employed    Individual/Owner-Employee."    "Self-
          Employed Individual"  means an  individual who has  Earned Income
          (or who  would have had Earned  Income but for the  fact that the
          trade or business did not have net earnings) for the taxable year
          from the trade  or business  for which the  Plan is  established.
          "Owner-Employee" means a Self-Employed Individual who is the sole
          proprietor  in the case of a sole proprietorship. If the Employer
          is   a  partnership,   "Owner-Employee"  means   a  Self-Employed
          Individual who  is a partner and owns more than 10% of either the
          capital or profits interest of the partnership. 

               1.09 "Highly  Compensated Employee"  means an  Employee who,
          during the Plan Year or during the preceding 12-month period:

               (a) is a  more than 5%  owner of the Employer  (applying the
               constructive ownership rules of Code  Sect.318, and applying
               the  principles of  Code  Sect.318,  for  an  unincorporated
               entity);

               (b) has  Compensation in excess  of $75,000 (as  adjusted by
               the Commissioner of Internal Revenue for the relevant year);

               (c) has  Compensation in excess  of $50,000 (as  adjusted by
               the Commissioner of Internal  Revenue for the relevant year)
               and is part of the top-paid 20% group of employees (based on
               Compensation for the relevant year); or
(d) has Compensation in  excess of 50% of the  dollar amount
               prescribed  in Code  Sect.415(b)(1)(A) (relating  to defined
               benefit plans) and is an officer of the Employer.

               If the Employee satisfies the definition in clause  (b), (c)
          or (d) in the Plan Year  but does not satisfy clause (b), (c)  or
          (d) during  the preceding  12-month period  and does not  satisfy
          clause (a) in either period, the Employee is a Highly Compensated
          Employee only  if he is  one of  the 100 most  highly compensated
          Employees  for the Plan Year.  The number of  officers taken into
          account under clause (d) will not  exceed the greater of 3 or 10%
          of the  total number (after  application of the  Code Sect.414(q)
          exclusions) of Employees,  but no  more than 50  officers. If  no
          Employee satisfies the Compensation requirement in clause (d) for
          the  relevant year, the Advisory Committee will treat the highest
          paid officer as satisfying clause (d) for that year.

               For  purposes  of this  Section  1.09, "Compensation"  means
          Compensation as  defined in  Section 1.12, except  any exclusions
          from Compensation  elected in  the Employer's Adoption  Agreement
          Section  1.12  do  not   apply,  and  Compensation  must  include
          "elective  contributions"  (as  defined  in  Section  1.12).  The
          Advisory Committee must make the determination of who is a Highly
          Compensated Employee, including the  determinations of the number
          and identity  of  the  top  paid  20% group,  the  top  100  paid
          Employees, the  number of officers  includible in clause  (d) and
          the relevant Compensation, consistent  with Code Sect.414(q)  and
          regulations issued under that Code section. The Employer may make
          a  calendar year  election  to determine  the Highly  Compensated
          Employees  for   the  Plan   Year,  as  prescribed   by  Treasury
          regulations. A calendar year election must apply to all plans and
          arrangements  of  the  Employer.  For purposes  of  applying  any
          nondiscrimination test required under the Plan or under the Code,
          in a manner consistent  with applicable Treasury regulations, the
          Advisory Committee  will treat a Highly  Compensated Employee and
          all family members (a spouse,  a lineal ascendant or  descendant,
          or a  spouse of  a lineal  ascendant or  descendant) as  a single
          Highly Compensated  Employee, but only if  the Highly Compensated
          Employee is  a more  than 5%  owner or  is one  of the  10 Highly
          Compensated Employees with the greatest Compensation for the Plan
          Year.  This aggregation rule applies  to a family  member even if
          that  family  member is  a  Highly  Compensated Employee  without
          family aggregation.
The  term "Highly  Compensated Employee"  also includes  any
          former  Employee who  separated  from Service  (or  has a  deemed
          Separation   from   Service,   as   determined   under   Treasury
          regulations)  prior to the Plan Year, performs no Service for the
          Employer  during the  Plan  Year, and  was  a Highly  Compensated
          Employee either for the  separation year or any Plan  Year ending
          on  or  after   his  55th  birthday.  If  the  former  Employee's
          Separation  from Service occurred prior to January 1, 1987, he is
          a  Highly Compensated Employee only if he satisfied clause (a) of
          this Section  1.09 or received Compensation in  excess of $50,000
          during: (1) the year of his Separation from Service (or the prior
          year); or (2) any year ending after his 54th birthday.

               1.10 "Participant" is an Employee who is eligible to  be and
          becomes  a  Participant  in  accordance with  the  provisions  of
          Section 2.01. 

               1.11 "Beneficiary" is a  person designated by  a Participant
          who  is or  may become entitled  to a  benefit under  the Plan. A
          Beneficiary who  becomes entitled  to a  benefit  under the  Plan
          remains  a Beneficiary under the Plan until the Trustee has fully
          distributed his benefit to him. A Beneficiary's right to (and the
          Plan  Administrator's, the  Advisory  Committee's or  a Trustee's
          duty  to   provide  to  the  Beneficiary)   information  or  data
          concerning  the  Plan does  not  arise  until  he  first  becomes
          entitled to receive a benefit under the Plan.
1.12 "Compensation"  means,  except   as  provided  in   the
          Employer's Adoption  Agreement, the Participant's  Earned Income,
          wages, salaries, fees for  professional service and other amounts
          received for personal services actually rendered in the course of
          employment with the Employer maintaining the plan (including, but
          not  limited to,  commissions  paid  salesmen,  compensation  for
          services  on the basis of a percentage of profits, commissions on
          insurance premiums, tips and bonuses). The Employer must elect in
          its Adoption Agreement whether to include elective  contributions
          in the  definition of Compensation. "Elective  contributions" are
          amounts excludible  from the  Employee's gross income  under Code
          Sect.Sect.125, 402(a)(8), 402(h)  or 403(b),  and contributed  by
          the Employer, at the  Employee's election, to a  Code Sect.401(k)
          arrangement, a  Simplified  Employee Pension,  cafeteria plan  or
          tax-sheltered annuity. The term "Compensation" does not include: 

               (a)   Employer   contributions    (other   than    "elective
               contributions,"  if   includible   in  the   definition   of
               Compensation under Section  1.12 of the Employer's  Adoption
               Agreement) to  a plan of deferred compensation to the extent
               the contributions  are not included  in the gross  income of
               the Employee for the  taxable year in which  contributed, on
               behalf of an Employee to a Simplified Employee  Pension Plan
               to  the extent  such contributions  are excludible  from the
               Employee's gross  income, and any distributions  from a plan
               of deferred compensation, regardless of whether such amounts
               are includible  in  the gross  income of  the Employee  when
               distributed. 

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

               (c)  Amounts  realized  from  the sale,  exchange  or  other
               disposition of stock acquired under a stock option described
               in Part II, Subchapter D, Chapter 1 of the Code. 

               (d) Other  amounts which receive special  tax benefits, such
               as premiums for group  term life insurance (but only  to the
               extent that  the premiums are  not includible  in the  gross
               income  of  the  Employee),  or  contributions  made  by  an
               Employer (whether or not under a salary reduction agreement)
               towards  the purchase  of an  annuity contract  described in
               Code  Sect.403(b)  (whether  or not  the  contributions  are
               excludible  from the  gross income  of the  Employee), other
               than "elective contributions," if elected  in the Employer's
               Adoption Agreement.
Any reference in this Plan to Compensation is a reference to
          the definition  in this Section  1.12, unless the  Plan reference
          specifies  a  modification  to   this  definition.  The  Advisory
          Committee will take into  account only Compensation actually paid
          for  the  relevant   period.  A  Compensation  payment   includes
          Compensation  by the  Employer through  another person  under the
          common paymaster provisions in Code Sect.Sect.3121 and 3306.

          (A) Limitations on Compensation.

               (1)  Compensation  dollar  limitation.  For  any  Plan  Year
          beginning after  December 31,  1988, the Advisory  Committee must
          take into account only  the first $200,000 (or  beginning January
          1,  1990, such  larger  amount as  the  Commissioner of  Internal
          Revenue may prescribe) of any Participant's Compensation. For any
          Plan  Year  beginning prior  to  January 1,  1989,  this $200,000
          limitation (but not the  family aggregation requirement described
          in the  next paragraph) applies only if the Plan is top heavy for
          such Plan  Year or operates as  a deemed top heavy  plan for such
          Plan Year.

               (2)  Application  of  compensation  limitation   to  certain
          family members.  The $200,000 Compensation  limitation applies to
          the combined  Compensation  of the  Employee  and of  any  family
          member aggregated  with the  Employee under  Section 1.09 who  is
          either (i) the  Employee's spouse; or (ii)  the Employee's lineal
          descendant under the age of 19. If, for a Plan Year, the combined
          Compensation of  the Employee  and  such family  members who  are
          Participants entitled to an allocation for that Plan Year exceeds
          the $200,000  (or adjusted) limitation,  "Compensation" for  each
          such Participant, for purposes of the contribution and allocation
          provisions of  Article  III,  means  his  Adjusted  Compensation.
          Adjusted Compensation is the amount which bears the same ratio to
          the   $200,000   (or   adjusted)  limitation   as   the  affected
          Participant's  Compensation  (without   regard  to  the  $200,000
          Compensation limitation)  bears to  the combined  Compensation of
          all the affected  Participants in  the family unit.  If the  Plan
          uses permitted  disparity, the Advisory Committee  must determine
          the integration level of  each affected family member Participant
          prior to  the proration of the  $200,000 Compensation limitation,
          but the  combined integration level of  the affected Participants
          may  not  exceed  $200,000  (or  the  adjusted  limitation).  The
          combined Excess Compensation of  the affected Participants in the
          family unit may not exceed  $200,000 (or the adjusted limitation)
          minus the  affected Participants' combined integration  level (as
          determined under the preceding  sentence). If the combined Excess
          Compensation exceeds this limitation, the Advisory Committee will
          prorate  the Excess  Compensation limitation  among  the affected
          Participants  in  the  family unit  in  proportion  to each  such
          individual's Adjusted  Compensation minus his  integration level.
          If  the Employer's Plan  is a Nonstandardized  Plan, the Employer
          may elect to use  a different method in determining  the Adjusted
          Compensation  of  the affected  Participants  by specifying  that
method in an addendum to the Adoption Agreement, numbered Section
          1.12.

          (B)  Nondiscrimination. For  purposes of determining  whether the
          Plan  discriminates  in favor  of  Highly  Compensated Employees,
          Compensation means Compensation as  defined in this Section 1.12,
          except:  (1)  the Employer  may elect  to  include or  to exclude
          elective contributions,  irrespective of the  Employer's election
          in its  Adoption Agreement regarding  elective contributions; and
          (2) the Employer  will not give effect  to any elections made  in
          the  "modifications   to  Compensation  definition"   section  of
          Adoption   Agreement  Section   1.12.  The   Employer's  election
          described  in  clause (1)  must  be consistent  and  uniform with
          respect to all Employees  and all plans of  the Employer for  any
          particular Plan Year. If the Employer's Plan is a Nonstandardized
          Plan,  the Employer,  irrespective of  clause (2),  may  elect to
          exclude  from this  nondiscrimination definition  of Compensation
          any items  of Compensation excludible under  Code Sect.414(s) and
          the  applicable  Treasury  regulations,  provided  such  adjusted
          definition  conforms  to  the nondiscrimination  requirements  of
          those regulations.

               1.13 "Earned Income" means net earnings from self-employment
          in the trade or business  with respect to which the  Employer has
          established   the  Plan,   provided  personal  services   of  the
          individual are  a material income producing  factor. The Advisory
          Committee  will determine  net earnings  without regard  to items
          excluded from gross income and the deductions allocable to  those
          items. The  Advisory Committee will determine  net earnings after
          the  deduction allowed  to the  Self-Employed Individual  for all
          contributions made by the  Employer to a qualified plan  and, for
          Plan  Years  beginning after  December  31,  1989, the  deduction
          allowed  to the  Self-Employed under  Code Sect.164(f)  for self-
          employment taxes. 

               1.14 "Account"  means  the  separate  account(s)  which  the
          Advisory  Committee or  the Trustee  maintains for  a Participant
          under the Employer's Plan. 

               1.15 "Accrued  Benefit"  means  the  amount  standing  in  a
          Participant's  Account(s)  as  of  any  date  derived  from  both
          Employer contributions and Employee contributions, if any. 

               1.16 "Nonforfeitable" means a Participant's or Beneficiary's
          unconditional claim, legally enforceable against the Plan, to the
          Participant's Accrued Benefit. 

               1.17 "Plan  Year" means  the fiscal  year of  the Plan,  the
          consecutive month  period  specified in  the Employer's  Adoption
          Agreement. The  Employer's Adoption  Agreement also  must specify
          the   "Limitation  Year"   applicable   to  the   limitations  on
          allocations described  in Article III. If  the Employer maintains
          Paired Plans, each Plan must have the same Plan Year.
1.18 "Effective Date" of this Plan is the date specified  in
          the Employer's Adoption Agreement. 

               1.19 "Plan  Entry  Date"  means  the  date(s)  specified  in
          Section 2.01 of the Employer's Adoption Agreement. 

               1.20 "Accounting Date" is the last day of an Employer's Plan
          Year.  Unless  otherwise  specified  in the  Plan,  the  Advisory
          Committee  will make all  Plan allocations for  a particular Plan
          Year as of the Accounting Date of that Plan Year. 

               1.21 "Trust"  means  the separate  Trust  created  under the
          Employer's Plan. 

               1.22 "Trust Fund" means  all property of every kind  held or
          acquired by  the Employer's  Plan, other than  incidental benefit
          insurance contracts. 

               1.23 "Nontransferable Annuity" means an annuity which by its
          terms  provides that  it may  not be sold,  assigned, discounted,
          pledged  as collateral for a loan or security for the performance
          of an obligation or for any purpose to any person  other than the
          insurance company.  If the Plan distributes  an annuity contract,
          the contract must be a Nontransferable Annuity. 

               1.24 "ERISA" means  the Employee Retirement  Income Security
          Act of 1974, as amended. 

               1.25 "Code"  means the  Internal  Revenue Code  of 1986,  as
          amended. 

               1.26 "Service"  means any period of time  the Employee is in
          the  employ of the Employer, including any period the Employee is
          on an unpaid leave of absence authorized by the Employer under  a
          uniform,  nondiscriminatory policy  applicable to  all Employees.
          "Separation  from Service" means  the Employee  no longer  has an
          employment relationship with the Employer maintaining this Plan. 

               1.27 "Hour of Service" means: 

               (a)  Each  Hour of  Service for  which the  Employer, either
               directly or indirectly,  pays an Employee, or for  which the
               Employee  is entitled  to  payment, for  the performance  of
               duties.  The Advisory  Committee  credits Hours  of  Service
               under this paragraph (a) to the Employee for the computation
               period  in   which  the   Employee   performs  the   duties,
               irrespective of when paid;
(b)  Each  Hour of  Service  for back  pay, irrespective  of
               mitigation of damages, to  which the Employer has agreed  or
               for which the  Employee has received an  award. The Advisory
               Committee credits Hours of  Service under this paragraph (b)
               to  the Employee for the computation  period(s) to which the
               award  or  the  agreement   pertains  rather  than  for  the
               computation period in which  the award, agreement or payment
               is made; and 

               (c)  Each  Hour of  Service for  which the  Employer, either
               directly or indirectly, pays  an Employee, or for which  the
               Employee is entitled to payment (irrespective of whether the
               employment  relationship is  terminated), for  reasons other
               than  for the  performance  of duties  during a  computation
               period, such  as leave  of absence, vacation,  holiday, sick
               leave, illness, incapacity  (including disability),  layoff,
               jury  duty or  military  duty. The  Advisory Committee  will
               credit  no  more  than  501  Hours  of  Service  under  this
               paragraph  (c) to  an  Employee  on  account of  any  single
               continuous period during which the Employee does not perform
               any  duties (whether  or  not such  period  occurs during  a
               single computation period).  The Advisory Committee  credits
               Hours of Service under this paragraph (c) in accordance with
               the  rules  of   paragraphs  (b)  and  (c)  of   Labor  Reg.
               Sect.2530.200b-2,  which  the   Plan,  by  this   reference,
               specifically incorporates in full within this paragraph (c).

               The Advisory  Committee will not  credit an Hour  of Service
          under more than one of the above paragraphs. A computation period
          for  purposes of  this Section  1.27 is  the Plan  Year, Year  of
          Service  period, Break  in  Service period  or  other period,  as
          determined  under  the  Plan  provision for  which  the  Advisory
          Committee  is  measuring  an  Employee's Hours  of  Service.  The
          Advisory Committee will resolve any ambiguity with respect to the
          crediting of an Hour of Service in favor of the Employee. 

          (A) Method of crediting Hours of Service. The Employer must elect
          in its Adoption Agreement the  method the Advisory Committee will
          use  in crediting an Employee with Hours of Service. For purposes
          of  the Plan, "actual" method means the determination of Hours of
          Service  from records  of hours  worked and  hours for  which the
          Employer  makes  payment or  for which  payment  is due  from the
          Employer.  If  the  Employer  elects to  apply  an  "equivalency"
          method,  for  each  equivalency  period for  which  the  Advisory
          Committee would credit  the Employee  with at least  one Hour  of
          Service, the  Advisory Committee  will credit the  Employee with:
          (i) 10 Hours of Service for a daily equivalency; (ii) 45 Hours of
          Service for a weekly equivalency; (iii) 95 Hours of Service for a
          semimonthly  payroll period  equivalency; and  (iv) 190  Hours of
          Service for a monthly equivalency.
(B) Maternity/paternity leave. Solely for purposes of determining
          whether  the  Employee  incurs  a  Break  in  Service  under  any
          provision of this Plan, the  Advisory Committee must credit Hours
          of  Service  during an  Employee's unpaid  absence period  due to
          maternity or paternity leave. The Advisory Committee considers an
          Employee  on  maternity  or  paternity leave  if  the  Employee's
          absence  is due  to the  Employee's pregnancy,  the birth  of the
          Employee's child, the  placement with the Employee  of an adopted
          child, or the care of the Employee's  child immediately following
          the child's  birth or  placement. The Advisory  Committee credits
          Hours of Service under this paragraph on the basis  of the number
          of Hours of Service  the Employee would  receive if he were  paid
          during the absence  period or, if  the Advisory Committee  cannot
          determine  the number  of  Hours of  Service  the Employee  would
          receive,  on the  basis of  8 hours  per day  during the  absence
          period.  The Advisory Committee will  credit only the number (not
          exceeding  501)  of Hours  of  Service  necessary to  prevent  an
          Employee's Break  in Service. The Advisory  Committee credits all
          Hours of  Service described in this paragraph  to the computation
          period in which  the absence  period begins or,  if the  Employee
          does  not  need these  Hours  of Service  to prevent  a  Break in
          Service in the  computation period  in which  his absence  period
          begins, the Advisory Committee credits these Hours of  Service to
          the immediately following computation period. 

               1.28  "Disability"  means  the  Participant,  because  of  a
          physical or  mental  disability, will  be unable  to perform  the
          duties of his customary  position of employment (or is  unable to
          engage  in any  substantial gainful  activity) for  an indefinite
          period which  the Advisory  Committee considers  will be  of long
          continued duration. A Participant  also is disabled if  he incurs
          the permanent loss  or loss of use of a member or function of the
          body,  or is permanently disfigured, and incurs a Separation from
          Service. The Plan  considers a Participant  disabled on the  date
          the  Advisory Committee determines  the Participant satisfies the
          definition of  disability. The  Advisory Committee may  require a
          Participant  to  submit to  a  physical examination  in  order to
          confirm  disability.  The  Advisory   Committee  will  apply  the
          provisions   of  this   Section  1.28  in   a  nondiscriminatory,
          consistent  and  uniform  manner. If  the  Employer's  Plan is  a
          Nonstandardized  Plan, the  Employer  may  provide  an  alternate
          definition  of   disability  in  an  addendum   to  its  Adoption
          Agreement, numbered Section 1.28.

               1.29 SERVICE  FOR  PREDECESSOR  EMPLOYER.  If  the  Employer
          maintains  the plan  of a predecessor  employer, the  Plan treats
          service of  the Employee with the predecessor employer as service
          with the Employer. If the Employer  does not maintain the plan of
          a predecessor employer, the Plan does not credit service with the
          predecessor   employer,  unless   the  Employer   identifies  the
          predecessor in its Adoption  Agreement and specifies the purposes
          for  which the  Plan will  credit service  with  that predecessor
          employer.
1.30 RELATED  EMPLOYERS. A  related  group  is a  controlled
          group of corporations (as defined in Code Sect.414(b)), trades or
          businesses (whether  or not incorporated) which  are under common
          control (as defined in Code Sect.414(c)) or an affiliated service
          group (as defined in Code Sect.414(m) or in Code Sect.414(o)). If
          the Employer is a member of a related group, the  term "Employer"
          includes  the related  group  members for  purposes of  crediting
          Hours  of Service,  determining Years  of Service  and Breaks  in
          Service under Articles II and V, applying  the Participation Test
          and  the  Coverage  Test  under  Section  3.06(E),  applying  the
          limitations on allocations in Part 2 of Article III, applying the
          top  heavy  rules  and  the minimum  allocation  requirements  of
          Article  III,  the  definitions of  Employee,  Highly Compensated
          Employee,  Compensation and  Leased Employee,  and for  any other
          purpose  required by  the applicable  Code section  or by  a Plan
          provision.  However, an Employer may  contribute to the Plan only
          by  being a  signatory  to the  Execution  Page of  the  Adoption
          Agreement  or  to a  Participation  Agreement  to the  Employer's
          Adoption Agreement.  If one  or  more of  the Employer's  related
          group  members become  Participating  Employers  by  executing  a
          Participation Agreement to the Employer's Adoption Agreement, the
          term "Employer" includes the  participating related group members
          for  all purposes of the Plan, and "Plan Administrator" means the
          Employer  that  is the  signatory to  the  Execution Page  of the
          Adoption Agreement. 

               If the Employer's Plan is a Standardized Plan, all Employees
          of the Employer or of any member of the Employer's related group,
          are eligible  to participate in the Plan, irrespective of whether
          the related  group member  directly employing  the Employee  is a
          Participating   Employer.   If   the   Employer's   Plan   is   a
          Nonstandardized Plan,  the Employer must specify  in Section 1.07
          of its Adoption Agreement, whether the Employees of related group
          members  that are  not  Participating Employers  are eligible  to
          participate  in  the  Plan.  Under a  Nonstandardized  Plan,  the
          Employer   may  elect   to   exclude  from   the  definition   of
          "Compensation"  for allocation purposes any Compensation received
          from  a related  employer that  has not executed  a Participation
          Agreement and whose Employees are  not eligible to participate in
          the Plan. 

               1.31  LEASED EMPLOYEES. The Plan treats a Leased Employee as
          an Employee of the  Employer. A Leased Employee is  an individual
          (who  otherwise is not an Employee of the Employer) who, pursuant
          to a leasing agreement between the Employer and any other person,
          has  performed services for the Employer (or for the Employer and
          any  persons related to the  Employer within the  meaning of Code
          Sect.144(a)(3)) on a  substantially full time basis  for at least
          one  year and  who  performs services  historically performed  by
          employees in the Employer's business field. If a  Leased Employee
          is treated as an Employee  by reason of this Section 1.31  of the
          Plan,  "Compensation"  includes  Compensation  from  the  leasing
          organization which is attributable  to services performed for the
          Employer.
(A) Safe harbor plan exception. The Plan does not treat a  Leased
          Employee as  an Employee if  the leasing organization  covers the
          employee in a safe  harbor plan and, prior to application of this
          safe  harbor  plan  exception,  20%  or less  of  the  Employer's
          Employees (other than  Highly Compensated  Employees) are  Leased
          Employees.  A safe harbor plan  is a money  purchase pension plan
          providing  immediate participation,  full and  immediate vesting,
          and a nonintegrated contribution formula equal to at least 10% of
          the employee's  compensation without regard to  employment by the
          leasing organization on  a specified date.  The safe harbor  plan
          must determine  the 10% contribution on the basis of compensation
          as defined in Code Sect.415(c)(3) plus elective contributions (as
          defined in Section 1.12).

          (B) Other  requirements. The  Advisory Committee must  apply this
          Section 1.31  in a  manner consistent with  Code Sect.Sect.414(n)
          and 414(o) and the regulations  issued under those Code sections.
          The Employer must specify in the Adoption Agreement the manner in
          which  the  Plan  will   determine  the  allocation  of  Employer
          contributions  and  Participant  forfeitures   on  behalf  of   a
          Participant  if the Participant is a Leased Employee covered by a
          plan maintained by the leasing organization.

               1.32  SPECIAL  RULES  FOR  OWNER-EMPLOYEES.   The  following
          special provisions and restrictions apply to Owner-Employees: 

               (a)  If the  Plan provides contributions or  benefits for an
               Owner-Employee  or  for  a  group  of   Owner-Employees  who
               controls the  trade or business  with respect to  which this
               Plan    is   established    and   the    Owner-Employee   or
               Owner-Employees also control as  Owner-Employees one or more
               other  trades   or  businesses,  plans  must   exist  or  be
               established  with respect  to all  the controlled  trades or
               businesses so that when  the plans are combined they  form a
               single  plan  which  satisfies  the  requirements   of  Code
               Sect.401(a)  and  Code  Sect.401(d)   with  respect  to  the
               employees of the controlled trades or businesses.
(b)  The  Plan  excludes  an   Owner-Employee  or  group  of
               Owner-Employees  if the  Owner-Employee  or group  of Owner-
               Employees controls  any other trade or  business, unless the
               employees  of  the   other  controlled  trade   or  business
               participate in  a plan  which satisfies the  requirements of
               Code Sect.401(a) and Code  Sect.401(d). The other  qualified
               plan must  provide contributions and benefits  which are not
               less favorable than the  contributions and benefits provided
               for  the Owner-Employee  or  group of  Owner-Employees under
               this Plan, or if an Owner-Employee is covered under  another
               qualified   plan  as   an  Owner-Employee,  then   the  plan
               established with  respect to the  trade or business  he does
               control must  provide contributions or benefits as favorable
               as those provided under the most favorable plan of the trade
               or  business he does not  control. If the  exclusion of this
               paragraph  (b)   applies  and  the  Employer's   Plan  is  a
               Standardized  Plan,  the  Employer may  not  participate  or
               continue  to  participate  in   this  Master  Plan  and  the
               Employer's  Plan becomes  an individually-designed  plan for
               purposes of qualification reliance.

               (c)  For purposes of paragraphs (a) and  (b) of this Section
               1.32, an Owner-Employee or group of Owner-Employees controls
               a trade or business if the Owner-Employee or Owner-Employees
               together (1)  own the  entire interest in  an unincorporated
               trade or business, or (2) in  the case of a partnership, own
               more  than 50% of either the capital interest or the profits
               interest in the partnership. 

               1.33  DETERMINATION OF TOP HEAVY STATUS. If this Plan is the
          only qualified plan maintained  by the Employer, the Plan  is top
          heavy  for  a  Plan  Year  if  the top  heavy  ratio  as  of  the
          Determination  Date  exceeds  60%.  The  top  heavy  ratio  is  a
          fraction, the numerator of which is the sum of the present  value
          of  Accrued Benefits of all Key Employees as of the Determination
          Date and the denominator of which is a similar sum determined for
          all  Employees. The  Advisory Committee must  include in  the top
          heavy  ratio, as part of  the present value  of Accrued Benefits,
          any  contribution  not made  as  of  the Determination  Date  but
          includible  under  Code  Sect.416  and  the  applicable  Treasury
          regulations,  and  distributions  made within  the  Determination
          Period. The Advisory Committee must calculate the top heavy ratio
          by disregarding  the Accrued Benefit (and  distributions, if any,
          of  the Accrued Benefit) of any Non-Key Employee who was formerly
          a  Key   Employee,  and  by  disregarding   the  Accrued  Benefit
          (including distributions,  if any, of the Accrued  Benefit) of an
          individual  who has not received credit for  at least one Hour of
          Service with  the Employer  during the Determination  Period. The
          Advisory Committee must calculate  the top heavy ratio, including
          the  extent to  which  it must  take into  account distributions,
          rollovers and transfers, in accordance with Code Sect.416 and the
          regulations under that Code section.
If the Employer maintains other qualified plans (including a
          simplified  employee pension  plan),  or maintained  another such
          plan which now is terminated,  this Plan is top heavy only  if it
          is  part of  the Required  Aggregation Group,  and the  top heavy
          ratio  for the Required Aggregation Group  and for the Permissive
          Aggregation  Group,  if  any,  each  exceeds  60%.  The  Advisory
          Committee will calculate the  top heavy ratio in the  same manner
          as required by the  first paragraph of this Section  1.33, taking
          into account  all  plans within  the  Aggregation Group.  To  the
          extent   the   Advisory   Committee  must   take   into   account
          distributions to  a  Participant,  the  Advisory  Committee  must
          include  distributions from  a terminated  plan which  would have
          been  part  of  the Required  Aggregation  Group  if  it were  in
          existence on the Determination  Date. The Advisory Committee will
          calculate  the present  value of  accrued benefits  under defined
          benefit  plans  or  simplified  employee  pension  plans included
          within the group  in accordance  with the terms  of those  plans,
          Code Sect.416 and the  regulations under that Code section.  If a
          Participant  in a defined benefit plan is a Non-Key Employee, the
          Advisory Committee  will determine his accrued  benefit under the
          accrual  method, if  any, which  is applicable  uniformly to  all
          defined  benefit plans maintained by the Employer or, if there is
          no uniform  method, in accordance  with the slowest  accrual rate
          permitted under  the fractional rule accrual  method described in
          Code Sect.411(b)(1)(C).  If  the  Employer  maintains  a  defined
          benefit  plan, the  Employer must  specify in  Adoption Agreement
          Section 3.18  the actuarial  assumptions (interest and  mortality
          only) the Advisory  Committee will use  to calculate the  present
          value of benefits from  a defined benefit plan. If  an aggregated
          plan  does  not  have  a   valuation  date  coinciding  with  the
          Determination Date, the Advisory Committee must value the Accrued
          Benefits in the aggregated  plan as of the most  recent valuation
          date  falling  within  the  twelve-month  period  ending  on  the
          Determination  Date,  except  as  Code  Sect.416  and  applicable
          Treasury regulations require  for the first and  second plan year
          of a defined benefit plan. The Advisory  Committee will calculate
          the  top heavy  ratio with reference  to the  Determination Dates
          that fall within the same calendar year. 

          (A) Standardized Plan. If  the Employer's Plan is  a Standardized
          Plan, the  Plan operates as a  deemed top heavy plan  in all Plan
          Years,  except,   if  the  Standardized  Plan   includes  a  Code
          Sect.401(k) arrangement, the  Employer may elect to apply the top
          heavy requirements only in Plan Years for which the Plan actually
          is  top  heavy.  Under a  deemed  top  heavy  plan, the  Advisory
          Committee  need not  determine whether the  Plan actually  is top
          heavy. However,  if the  Employer, in Adoption  Agreement Section
          3.18,  elects  to  override  the 100%  limitation,  the  Advisory
          Committee  will  need to  determine  whether a  deemed  top heavy
          Plan's top heavy ratio for a Plan Year exceeds 90%.
(B) Definitions. For purposes of applying the provisions of  this
          Section 1.33:

               (1) "Key Employee" means, as of  any Determination Date, any
               Employee  or  former   Employee  (or  Beneficiary  of   such
               Employee)  who,  for  any  Plan Year  in  the  Determination
               Period:  (i) has Compensation in excess of 50% of the dollar
               amount  prescribed in  Code  Sect.415(b)(1)(A) (relating  to
               defined  benefit plans) and  is an officer  of the Employer;
               (ii)  has  Compensation  in  excess  of  the  dollar  amount
               prescribed  in Code  Sect.415(c)(1)(A) (relating  to defined
               contribution plans) and  is one of the  Employees owning the
               ten  largest interests in the Employer; (iii) is a more than
               5% owner of the Employer; or (iv) is a more than 1% owner of
               the Employer and has Compensation of more than $150,000. The
               constructive  ownership  rules  of  Code  Sect.318  (or  the
               principles of that section, in the case of an unincorporated
               Employer,)  will  apply   to  determine  ownership   in  the
               Employer. The  number of  officers taken into  account under
               clause (i)  will not exceed the  greater of 3 or  10% of the
               total number  (after  application of  the  Code  Sect.414(q)
               exclusions) of Employees, but no more  than 50 officers. The
               Advisory  Committee will make the determination  of who is a
               Key Employee in accordance  with Code Sect.416(i)(1) and the
               regulations under that Code section. 

               (2)  "Non-Key Employee" is an employee who does not meet the
               definition of Key Employee. 

               (3)  "Compensation" means  Compensation as  determined under
               Section 1.09 for purposes  of identifying Highly Compensated
               Employees.

               (4) "Required Aggregation Group"  means: (i) each  qualified
               plan  of the  Employer in  which at  least one  Key Employee
               participates at  any time  during the  Determination Period;
               and (ii)  any other  qualified  plan of  the Employer  which
               enables  a   plan  described  in  clause  (i)  to  meet  the
               requirements of Code Sect.401(a)(4) or of Code Sect.410. 

               (5)   "Permissive  Aggregation   Group"   is  the   Required
               Aggregation Group plus any other qualified  plans maintained
               by the Employer, but only if such group would satisfy in the
               aggregate  the requirements  of  Code Sect.401(a)(4)  and of
               Code  Sect.410. The  Advisory Committee  will determine  the
               Permissive Aggregation Group. 

               (6) "Employer" means the Employer  that adopts this Plan and
               any related employers described in Section 1.30.
(7) "Determination Date" for any Plan Year is the Accounting
               Date of the preceding Plan Year or, in the case of the first
               Plan  Year of  the Plan,  the Accounting  Date of  that Plan
               Year. The "Determination Period" is the 5 year period ending
               on the Determination Date.

               1.34 "Paired  Plans"  means  the  Employer  has adopted  two
          Standardized Plan  Adoption Agreements  offered with  this Master
          Plan, one Adoption Agreement being  a Paired Profit Sharing  Plan
          and  one Adoption Agreement being a Paired Pension Plan. A Paired
          Profit Sharing Plan may include a Code Sect.401(k) arrangement. A
          Paired Pension Plan must  be a money  purchase pension plan or  a
          target  benefit pension plan. Paired Plans must be the subject of
          a favorable opinion letter  issued by the National Office  of the
          Internal Revenue Service. This  Master Plan does not pair  any of
          its Standardized Plan Adoption Agreements with Standardized  Plan
          Adoption Agreements under a defined benefit master plan.

               1.35 "Retirement  Investment  Trust"  means   the  open-end,
          diversified,  management  investment  company, or  any  successor
          thereto by  change of name  or otherwise, that  offers collective
          investment  funds  for retirement    accounts as  to  which Texas
          Commerce Bank  National Association or an  affiliated bank serves
          as a  trustee.   The  Retirement  Investment Trust  is  explained
          concisely in the current Retirement Investment Trust Prospectus.

              *   *   *   *   *   *   *   *   *   *   *   *   *   *   *
ARTICLE II 
                                EMPLOYEE PARTICIPANTS 

               2.01 ELIGIBILITY. Each Employee becomes a Participant in the
          Plan  in accordance with the participation option selected by the
          Employer  in its Adoption Agreement.  If this Plan  is a restated
          Plan, each Employee who was a  Participant in the Plan on the day
          before the Effective Date continues as a Participant in the Plan,
          irrespective of whether he satisfies the participation conditions
          in the restated Plan, unless otherwise provided in the Employer's
          Adoption Agreement. 

               2.02 YEAR  OF SERVICE  - PARTICIPATION.  For purposes  of an
          Employee's  participation in  the Plan  under Adoption  Agreement
          Section  2.01, the Plan  takes into account  all of  his Years of
          Service with  the Employer, except  as provided in  Section 2.03.
          "Year of Service" means  an eligibility computation period during
          which the Employee completes not less than the number of Hours of
          Service  specified in  the  Employer's  Adoption  Agreement.  The
          initial  eligibility   computation   period  is   the  first   12
          consecutive   month   period   measured   from   the   Employment
          Commencement  Date.  The  Plan  measures  succeeding  eligibility
          computation periods in accordance with the option selected by the
          Employer in  its Adoption  Agreement. If  the Employer elects  to
          measure  subsequent periods on a Plan Year basis, an Employee who
          receives credit  for  the required  number  of Hours  of  Service
          during the initial eligibility  computation period and during the
          first applicable Plan Year  will receive credit for two  Years of
          Service under  Article II. "Employment  Commencement Date"  means
          the  date on which the Employee first performs an Hour of Service
          for  the Employer.  If  the Employer  elects a  service condition
          under Adoption Agreement  Section 2.01 based on months,  the Plan
          does  not  apply  any  Hour  of  Service  requirement  after  the
          completion of the first Hour of Service. 

               2.03 BREAK IN SERVICE  -  PARTICIPATION. An Employee  incurs
          a "Break in Service" if during any 12 consecutive month period he
          does  not  complete  more than  500  Hours  of  Service with  the
          Employer. The  "12 consecutive  month period" under  this Section
          2.03 is the same 12 consecutive  month period for which the  Plan
          measures "Years of Service" under Section 2.02.
           
          (A)  2-year  Eligibility. If  the Employer  elects  a 2  years of
          service   condition  for  eligibility   purposes  under  Adoption
          Agreement  Section 2.01, the Plan treats an Employee who incurs a
          one year Break in  Service and who has never become a Participant
          as  a  new Employee  on the  date he  first  performs an  Hour of
          Service for the Employer after the Break in Service.
(B)  Suspension of Years of  Service. The Employer  must elect in
          its  Adoption  Agreement  whether  a  Participant  will  incur  a
          suspension of Years of  Service after incurring a one  year Break
          in Service. If this  rule applies under the Employer's  Plan, the
          Plan  disregards a Participant's Years of  Service (as defined in
          Section  2.02) earned  prior  to a  Break  in Service  until  the
          Participant  completes  another  Year  of Service  and  the  Plan
          suspends  the Participant's  participation  in the  Plan. If  the
          Participant  completes a Year  of Service following  his Break in
          Service, the Plan restores  that Participant's pre-Break Years of
          Service (and the Participant  resumes active participation in the
          Plan) retroactively to the first day of the computation period in
          which the Participant earns the first post-Break Year of Service.
          The initial computation period under this Section 2.03(B)  is the
          12  consecutive   month  period   measured  from  the   date  the
          Participant  first  receives  credit   for  an  Hour  of  Service
          following the one year Break in Service period. The Plan measures
          any subsequent periods, if necessary, in a manner consistent with
          the computation period  selection in  Adoption Agreement  Section
          2.02.  This  Section  2.03(B)  does not  affect  a  Participant's
          vesting credit under  Article V and, during  a suspension period,
          the Participant's Account continues to share  fully in Trust Fund
          allocations under Section 9.11. Furthermore, this Section 2.03(B)
          will  not  result  in the  restoration  of  any  Year of  Service
          disregarded under the Break in Service rule of Section 2.03(A).

               2.04 PARTICIPATION UPON RE-EMPLOYMENT.  A Participant  whose
          employment with the Employer terminates will re-enter the Plan as
          a  Participant on the date  of his re-employment,  subject to the
          Break in Service  rule, if applicable, under  Section 2.03(B). An
          Employee who satisfies the  Plan's eligibility conditions but who
          terminates  employment  with the  Employer  prior  to becoming  a
          Participant  will become a Participant  on the later  of the Plan
          Entry Date on  which he would  have entered the  Plan had he  not
          terminated employment  or the date of  his re-employment, subject
          to  the  Break  in  Service rule,  if  applicable,  under Section
          2.03(B).  Any   Employee  who  terminates   employment  prior  to
          satisfying   the   Plan's   eligibility  conditions   becomes   a
          Participant in accordance with Adoption Agreement Section 2.01.
2.05 CHANGE IN EMPLOYEE  STATUS.  If  a Participant has  not
          incurred a Separation from  Service but ceases to be  eligible to
          participate  in  the Plan,  by  reason  of employment  within  an
          employment classification excluded by the Employer under Adoption
          Agreement  Section 1.07,  the Advisory  Committee must  treat the
          Participant  as an  Excluded Employee  during  the period  such a
          Participant is  subject to the Adoption  Agreement exclusion. The
          Advisory  Committee determines  a  Participant's  sharing in  the
          allocation of Employer contributions and Participant forfeitures,
          if  applicable,  by disregarding  his  Compensation  paid by  the
          Employer  for services  rendered in  his capacity as  an Excluded
          Employee.  However,  during   such  period   of  exclusion,   the
          Participant,   without   regard  to   employment  classification,
          continues  to receive credit for vesting under Article V for each
          included Year of Service  and the Participant's Account continues
          to share fully in Trust Fund allocations under Section 9.11. 

               If  an Excluded Employee  who is  not a  Participant becomes
          eligible  to participate  in the  Plan by  reason of a  change in
          employment  classification,  he  will  participate  in  the  Plan
          immediately  if he  has satisfied  the eligibility  conditions of
          Section 2.01 and would have been a Participant had he not been an
          Excluded Employee during his  period of Service. Furthermore, the
          Plan takes into  account all of the Participant's  included Years
          of Service with the Employer as an Excluded Employee for purposes
          of vesting credit under Article V. 

               2.06 ELECTION NOT TO PARTICIPATE.  If the Employer's Plan is
          a  Standardized  Plan,  the Plan  does  not  permit  an otherwise
          eligible Employee nor any Participant to elect not to participate
          in  the Plan. If the  Employer's Plan is  a Nonstandardized Plan,
          the Employer must specify  in its Adoption  Agreement  whether an
          Employee eligible to participate, or any present Participant, may
          elect  not to  participate in  the  Plan. For  an election  to be
          effective for a particular Plan Year, the Employee or Participant
          must file the election in writing with the Plan Administrator not
          later  than  the  time   specified  in  the  Employer's  Adoption
          Agreement.  The Employer  may not  make a contribution  under the
          Plan for the  Employee or for  the Participant for the  Plan Year
          for  which the election is effective, nor for any succeeding Plan
          Year, unless the Employee or Participant re-elects to participate
          in the Plan. After an Employee's or Participant's election not to
          participate has been  effective for at  least the minimum  period
          prescribed by the Employer's  Adoption Agreement, the Employee or
          Participant  may re-elect to participate in the Plan for any Plan
          Year and subsequent  Plan Years. An  Employee or Participant  may
          re-elect to participate  in the  Plan by filing  his election  in
          writing  with the  Plan  Administrator not  later  than the  time
          specified in  the Employer's  Adoption Agreement. An  Employee or
          Participant  who re-elects to participate may  again elect not to
          participate  only   as  permitted  in   the  Employer's  Adoption
          Agreement.  If an  Employee  is a  Self-Employed Individual,  the
          Employee's  election (except as permitted by Treasury regulations
          without creating  a Code Sect.401(k) arrangement  with respect to
that Self-Employed  Individual) must  be effective no  later than
          the date the  Employee first  would become a  Participant in  the
          Plan and the election is irrevocable. The Plan Administrator must
          furnish  an  Employee  or a  Participant  any  form required  for
          purposes  of an  election  under this  Section 2.06.  An election
          timely filed is effective for the entire Plan Year. 

               A Participant who elects not  to participate may not receive
          a  distribution of  his  Accrued Benefit  attributable either  to
          Employer or to Participant contributions except as provided under
          Article  IV or under Article VI.  However, for each Plan Year for
          which a  Participant's election not to  participate is effective,
          the Participant's Account,  if any, continues  to share in  Trust
          Fund allocations  under Article IX. Furthermore,  the Employee or
          the  Participant receives vesting credit under Article V for each
          included  Year of Service during  the period the  election not to
          participate is effective. 

              *   *   *   *   *   *   *   *   *   *   *   *   *   *   *
ARTICLE III 
                       EMPLOYER CONTRIBUTIONS AND FORFEITURES 

          Part  1.  Amount of Employer  Contributions and Plan Allocations:
          Sections 3.01 through 3.06

               3.01 AMOUNT. For each Plan Year, the Employer contributes to
          the   Trust  the   amount  determined   by  application   of  the
          contribution  option selected  by  the Employer  in its  Adoption
          Agreement.  The Employer may not make a contribution to the Trust
          for any Plan Year to the extent the contribution would exceed the
          Participants' Maximum Permissible Amounts. 

               The Employer contributes  to this Plan on the  condition its
          contribution  is not due  to a  mistake of  fact and  the Revenue
          Service will not disallow the deduction for its contribution. The
          Trustee, upon written request from  the Employer, must return  to
          the Employer the  amount of the  Employer's contribution made  by
          the Employer by  mistake of fact or the amount  of the Employer's
          contribution disallowed  as a deduction under  Code Sect.404. The
          Trustee   will  not   return  any   portion  of   the  Employer's
          contribution under the provisions of this paragraph more than one
          year after: 

               (a) The Employer  made the contribution by  mistake of fact;
               or 

               (b) The disallowance of the contribution as a deduction, and
               then, only to the extent of the disallowance. 

               The Trustee  will not increase  the amount  of the  Employer
          contribution returnable under this  Section 3.01 for any earnings
          attributable to  the contribution, but the  Trustee will decrease
          the Employer contribution returnable for any  losses attributable
          to  it.  The  Trustee may  require  the  Employer  to furnish  it
          whatever  evidence  the Trustee  deems  necessary  to enable  the
          Trustee  to confirm  the  amount the  Employer  has requested  be
          returned is properly returnable under ERISA.

               3.02 DETERMINATION OF  CONTRIBUTION.  The Employer, from its
          records, determines the amount of any contributions to be made by
          it to the Trust under the terms of the Plan. 

               3.03 TIME OF  PAYMENT OF CONTRIBUTION. The  Employer may pay
          its contribution  for  each Plan Year in one or more installments
          without interest.  The Employer must make its contribution to the
          Plan  within  the  time  prescribed by  the  Code  or  applicable
          Treasury regulations. Subject to the consent  of the Trustee, the
          Employer may  make its contribution  in property  rather than  in
          cash, provided the  contribution of property is not  a prohibited
          transaction under the Code or under ERISA.
3.04 CONTRIBUTION ALLOCATION. 

          (A)  Method  of Allocation.  The  Employer  must specify  in  its
          Adoption  Agreement the manner of allocating each annual Employer
          contribution to this Trust. 

          (B) Top Heavy Minimum  Allocation. The Plan must comply  with the
          provisions of this  Section 3.04(B), subject to  the elections in
          the Employer's Adoption Agreement. 

               (1)  Top Heavy  Minimum Allocation Under  Standardized Plan.
          Subject to the Employer's  election under Section 3.04(B)(3), the
          top   heavy   minimum   allocation requirement   applies   to   a
          Standardized Plan for each Plan Year, irrespective of whether the
          Plan is top heavy.

                    (a)  Each Participant  employed by the Employer  on the
                    last  day of  the Plan  Year will  receive a  top heavy
                    minimum allocation for that Plan Year. The Employer may
                    elect  in Section  3.04  of its  Adoption Agreement  to
                    apply this paragraph (a) only to a Participant who is a
                    Non-Key Employee.

                    (b)  Subject to  any  overriding elections  in  Section
                    3.18  of  the Employer's  Adoption  Agreement, the  top
                    heavy minimum  allocation is  the lesser  of 3%  of the
                    Participant's  Compensation for  the Plan  Year  or the
                    highest  contribution rate  for the  Plan Year  made on
                    behalf of  any Participant for the  Plan Year. However,
                    if the  Employee participates in Paired  Plans, the top
                    heavy minimum allocation is 3% of his Compensation. If,
                    under  Adoption Agreement  Section  3.04, the  Employer
                    elects to apply paragraph (a) only to a Participant who
                    is  a  Non-Key  Employee, the  Advisory  Committee will
                    determine the "highest  contribution rate" described in
                    the first  sentence of this paragraph  (b) by reference
                    only to the contribution  rates of Participants who are
                    Key Employees for the Plan Year.

               (2) Top Heavy Minimum Allocation Under Nonstandardized Plan.
          The  top  heavy  minimum  allocation  requirement  applies  to  a
          Nonstandardized Plan only in Plan Years for which the Plan is top
          heavy. Except  as provided in the  Employer's Adoption Agreement,
          if the Plan is top heavy in any Plan Year:

                    (a)  Each Non-Key Employee who  is a Participant and is
                    employed  by the Employer on  the last day  of the Plan
                    Year will  receive a  top heavy minimum  allocation for
                    that  Plan Year, irrespective  of whether  he satisfies
                    the Hours  of Service  condition under Section  3.06 of
                    the Employer's Adoption Agreement; and
(b)  The top heavy minimum  allocation is the lesser of
                    3% of the Non-Key  Employee's Compensation for the Plan
                    Year or the highest contribution rate for the Plan Year
                    made  on  behalf of  any  Key Employee.  However,  if a
                    defined benefit plan  maintained by the Employer  which
                    benefits a Key Employee depends on this Plan to satisfy
                    the  antidiscrimination rules of Code Sect.401(a)(4) or
                    the coverage  rules of  Code Sect.410 (or  another plan
                    benefiting the Key Employee  so depends on such defined
                    benefit plan),  the top heavy minimum  allocation is 3%
                    of  the Non-Key  Employee's Compensation  regardless of
                    the contribution rate for the Key Employees. 

               (3) Special Election for Standardized Code Sect.401(k) Plan.
          If the Employer's  Plan is a Standardized Code  Sect.401(k) Plan,
          the  Employer may  elect in  Adoption Agreement  Section  3.04 to
          apply the  top heavy  minimum allocation requirements  of Section
          3.04(B)(1)  only for Plan Years  in which the  Plan actually is a
          top heavy plan.

               (4)  Special  Definitions.  For  purposes  of  this  Section
          3.04(B), the  term "Participant" includes any  Employee otherwise
          eligible to participate in the Plan but who is not a  Participant
          because  of his Compensation level  or because of  his failure to
          make elective  deferrals under a Code  Sect.401(k) arrangement or
          because  of  his failure  to  make  mandatory contributions.  For
          purposes of subparagraph (1)(b)  or (2)(b), "Compensation"  means
          Compensation as defined in Section 1.12, except Compensation does
          not include  elective contributions, irrespective of  whether the
          Employer  has elected to include these amounts in Section 1.12 of
          its Adoption Agreement, any exclusion selected in Section 1.12 of
          the  Adoption Agreement  (other  than the  exclusion of  elective
          contributions)  does  not  apply,  and any  modification  to  the
          definition of Compensation in Section 3.06 does not apply.

               (5)  Determining Contribution  Rates. For  purposes of  this
          Section 3.04(B), a Participant's contribution rate is the sum  of
          all Employer contributions  (not including Employer contributions
          to  Social   Security)   and   forfeitures   allocated   to   the
          Participant's  Account   for  the   Plan  Year  divided   by  his
          Compensation  for the entire Plan Year.  However, for purposes of
          satisfying a  Participant's top heavy minimum  allocation in Plan
          Years  beginning  after  December  31,  1988,  the  Participant's
          contribution  rate does  not  include any  elective contributions
          under a  Code Sect.401(k)  arrangement nor any  Employer matching
          contributions  allocated   on  the   basis   of  those   elective
          contributions or on the basis of employee contributions, except a
          Nonstandardized  Plan may  include in  the contribution  rate any
          matching   contributions   not    necessary   to   satisfy    the
          nondiscrimination  requirements of  Code Sect.401(k)  or of  Code
          Sect.401(m).
If  the Employee  is  a  Participant  in Paired  Plans,  the
          Advisory  Committee will  consider the  Paired Plans as  a single
          Plan  to  determine  a  Participant's contribution  rate  and  to
          determine  whether  the  Plans  satisfy this  top  heavy  minimum
          allocation requirement. To determine a Participant's contribution
          rate under  a Nonstandardized  Plan, the Advisory  Committee must
          treat   all  qualified  top   heavy  defined  contribution  plans
          maintained by the Employer (or by any related Employers described
          in Section 1.30) as a single plan.

               (6)  No Allocations.  If,  for a  Plan  Year, there  are  no
          allocations  of  Employer contributions  or  forfeitures  for any
          Participant (for purposes of  Section 3.04 (B)(1)(b)) or  for any
          Key Employee  (for purposes  of Section 3.04(B)(2)(b)),  the Plan
          does  not require any top  heavy minimum allocation  for the Plan
          Year, unless a  top heavy minimum  allocation applies because  of
          the maintenance by the Employer of more than one plan.

               (7)  Election of  Method. The Employer  must specify  in its
          Adoption  Agreement the manner in which the Plan will satisfy the
          top heavy minimum allocation requirement.

               (a) If the Employer elects to make any  necessary additional
               contribution to this Plan, the Advisory Committee first will
               allocate   the   Employer  contributions   (and  Participant
               forfeitures, if  any) for the  Plan Year in  accordance with
               the  provisions of  Adoption  Agreement  Section  3.04.  The
               Employer then  will contribute an additional  amount for the
               Account  of  any  Participant entitled  under  this  Section
               3.04(B)  to  a  top   heavy  minimum  allocation  and  whose
               contribution rate for the Plan Year, under this Plan and any
               other plan aggregated under paragraph (5), is less  than the
               top heavy  minimum allocation. The additional  amount is the
               amount  necessary to increase the Participant's contribution
               rate  to  the top  heavy  minimum  allocation. The  Advisory
               Committee will  allocate the additional contribution  to the
               Account  of the  Participant  on whose  behalf the  Employer
               makes the contribution.

               (b)  If  the  Employer elects  to  guarantee  the top  heavy
               minimum allocation  under another  plan, this Plan  does not
               provide the  top heavy  minimum allocation and  the Advisory
               Committee  will allocate  the annual  Employer contributions
               (and  Participant  forfeitures)  under  the  Plan  solely in
               accordance   with  the  allocation   method  selected  under
               Adoption Agreement Section 3.04.
3.05 FORFEITURE  ALLOCATION. The  amount of  a Participant's
          Accrued  Benefit  forfeited  under  the  Plan  is  a  Participant
          forfeiture.  The  Advisory  Committee  will  allocate Participant
          forfeitures  in  the  manner specified  by  the  Employer in  its
          Adoption Agreement. The Advisory  Committee will continue to hold
          the   undistributed,   non-vested   portion   of   a   terminated
          Participant's  Accrued  Benefit in  his  Account  solely for  his
          benefit  until  a forfeiture  occurs  at  the time  specified  in
          Section  5.09  or  if  applicable, until  the  time  specified in
          Section  9.14.   Except  as   provided  under  Section   5.04,  a
          Participant will not share  in the allocation of a  forfeiture of
          any portion of his Accrued Benefit.

               3.06 ACCRUAL  OF   BENEFIT.  The  Advisory   Committee  will
          determine  the accrual  of  benefit  (Employer contributions  and
          Participant  forfeitures)  on the  basis  of  the  Plan  Year  in
          accordance  with   the  Employer's  elections  in   its  Adoption
          Agreement. 

          (A) Compensation Taken Into Account. The Employer must specify in
          its Adoption Agreement the Compensation the Advisory Committee is
          to  take into account in allocating an Employer contribution to a
          Participant's Account  for the Plan  Year in  which the  Employee
          first  becomes  a Participant.  For  all  other  Plan Years,  the
          Advisory Committee  will take into account  only the Compensation
          determined for the portion of the Plan Year in which the Employee
          actually is a Participant. The Advisory Committee  must take into
          account the  Employee's entire Compensation for the  Plan Year to
          determine  whether  the  Plan  satisfies the  top  heavy  minimum
          allocation requirement  of Section  3.04(B). The Employer,  in an
          addendum to its Adoption Agreement numbered 3.06(A), may elect to
          measure Compensation for the Plan Year for allocation purposes on
          the basis of a specified period other than the Plan Year.

          (B)  Hours  of Service  Requirement.  Subject  to the  applicable
          minimum  allocation requirement  of  Section  3.04, the  Advisory
          Committee  will   not  allocate   any  portion  of   an  Employer
          contribution  for a Plan Year to any Participant's Account if the
          Participant  does not  complete the  applicable minimum  Hours of
          Service   requirement  specified   in  the   Employer's  Adoption
          Agreement.
(C)  Employment   Requirement.  If  the  Employer's   Plan  is  a
          Standardized Plan,  a Participant  who, during a  particular Plan
          Year, completes  the accrual  requirements of  Adoption Agreement
          Section   3.06  will   share  in   the  allocation   of  Employer
          contributions  for that Plan Year without regard to whether he is
          employed  by the  Employer on  the Accounting  Date of  that Plan
          Year.  If  the Employer's  Plan  is a  Nonstandardized  Plan, the
          Employer  must  specify in  its  Adoption  Agreement whether  the
          Participant will  accrue a benefit if  he is not employed  by the
          Employer  on the  Accounting  Date  of  the  Plan  Year.  If  the
          Employer's  Plan is  a money  purchase plan  or a  target benefit
          plan,  whether   Nonstandardized   or  Standardized,   the   Plan
          conditions benefit accrual on employment with the Employer on the
          last day of the Plan Year for the Plan Year in which the Employer
          terminates the Plan.

          (D)  Other Requirements.  If  the  Employer's Adoption  Agreement
          includes   options   for   other   requirements   affecting   the
          Participant's accrual  of benefits  under the Plan,  the Advisory
          Committee  will apply  this Section  3.06 in accordance  with the
          Employer's Adoption Agreement selections.

          (E)  Suspension  of  Accrual Requirements  Under  Nonstandardized
          Plan. If  the  Employer's Plan  is  a Nonstandardized  Plan,  the
          Employer  may  elect in  its  Adoption Agreement  to  suspend the
          accrual  requirements elected  under  Adoption Agreement  Section
          3.06 if, for any Plan Year beginning after December 31, 1989, the
          Plan fails  to satisfy  the  Participation Test  or the  Coverage
          Test.  A Plan satisfies the Participation Test if, on each day of
          the Plan Year, the number of Employees who benefit under the Plan
          is at least equal to the lesser  of 50 or 40% of the total number
          of  Includible Employees  as of  such day.  A Plan  satisfies the
          Coverage  Test if, on  the last day  of each quarter  of the Plan
          Year, the  number of Nonhighly Compensated  Employees who benefit
          under  the Plan is at  least equal to 70%  of the total number of
          Includible  Nonhighly  Compensated  Employees  as  of  such  day.
          "Includible" Employees  are all  Employees other than:  (1) those
          Employees excluded  from participating in the Plan for the entire
          Plan Year by  reason of the collective  bargaining unit exclusion
          or  the  nonresident  alien  exclusion under  Adoption  Agreement
          Section 1.07  or by reason  of the participation  requirements of
          Sections  2.01  and  2.03; and  (2)  any  Employee  who incurs  a
          Separation  from  Service during  the  Plan  Year  and  fails  to
          complete  at least  501  Hours of  Service for  the Plan  Year. A
          "Nonhighly Compensated  Employee"  is an  Employee who  is not  a
          Highly  Compensated Employee  and  who  is  not a  family  member
          aggregated with a Highly Compensated Employee pursuant to Section
          1.09 of the Plan.
For  purposes of  the  Participation Test  and the  Coverage
          Test,  an Employee is benefiting  under the Plan  on a particular
          date if, under Adoption Agreement Section 3.04, he is entitled to
          an allocation for  the Plan Year.  Under the Participation  Test,
          when determining whether an Employee is entitled to an allocation
          under  Adoption Agreement  Section 3.04,  the  Advisory Committee
          will disregard any  allocation required solely  by reason of  the
          top  heavy  minimum  allocation,  unless the  top  heavy  minimum
          allocation is the  only allocation  made under the  Plan for  the
          Plan Year. 

               If  this  Section  3.06(E)  applies for  a  Plan  Year,  the
          Advisory Committee will suspend  the accrual requirements for the
          Includible  Employees who are  Participants, beginning first with
          the Includible Employee(s) employed with the Employer on the last
          day  of the Plan Year,  then the Includible  Employee(s) who have
          the  latest Separation  from Service  during the  Plan Year,  and
          continuing   to   suspend  in   descending   order  the   accrual
          requirements for each Includible Employee who incurred an earlier
          Separation  from  Service,  from   the  latest  to  the  earliest
          Separation from Service  date, until the Plan  satisfies both the
          Participation  Test and the Coverage  Test for the  Plan Year. If
          two  or more Includible Employees have  a Separation from Service
          on  the same day, the Advisory Committee will suspend the accrual
          requirements for all  such Includible Employees,  irrespective of
          whether  the Plan  can  satisfy the  Participation  Test and  the
          Coverage  Test  by  accruing  benefits for  fewer  than  all such
          Includible  Employees.   If   the  Plan   suspends  the   accrual
          requirements for an Includible Employee, that Employee will share
          in  the  allocation  of  Employer  contributions  and Participant
          forfeitures, if any,  without regard  to the number  of Hours  of
          Service he has  earned for the  Plan Year  and without regard  to
          whether  he is employed  by the Employer  on the last  day of the
          Plan  Year. If  the  Employer's Plan  includes Employer  matching
          contributions subject  to  Code Sect.401(m),  this suspension  of
          accrual requirements  applies separately to the  Code Sect.401(m)
          portion of the  Plan, and  the Advisory Committee  will treat  an
          Employee as benefiting under that portion of the Plan if he is an
          Eligible  Employee   for  purposes   of   the  Code   Sect.401(m)
          nondiscrimination test. The Employer  may modify the operation of
          this  Section 3.06(E)  by electing  appropriate  modifications in
          Section 3.06 of its Adoption Agreement.

          Part 2. Limitations On Allocations: Sections 3.07 through 3.19
           
               [Note: Sections 3.07 through 3.10 apply only to Participants
          in  this  Plan  who  do  not  participate,  and  who  have  never
          participated, in another  qualified plan or in  a welfare benefit
          fund  (as   defined  in  Code  Sect.419(e))   maintained  by  the
          Employer.]
3.07 The  amount  of  Annual Additions  which  the  Advisory
          Committee may  allocate under this Plan on a Participant's behalf
          for  a Limitation  Year may  not exceed  the Maximum  Permissible
          Amount. If the amount the Employer  otherwise would contribute to
          the Participant's  Account would  cause the Annual  Additions for
          the Limitation Year to exceed the Maximum Permissible Amount, the
          Employer will reduce the amount of its contribution so the Annual
          Additions  for  the  Limitation   Year  will  equal  the  Maximum
          Permissible Amount.  If an allocation  of Employer contributions,
          pursuant to Section 3.04, would result in an Excess Amount (other
          than an Excess Amount  resulting from the circumstances described
          in  Section  3.10) to  the  Participant's  Account, the  Advisory
          Committee  will reallocate  the  Excess Amount  to the  remaining
          Participants  who  are eligible  for  an  allocation of  Employer
          contributions  for the  Plan Year  in  which the  Limitation Year
          ends.  The Advisory Committee will  make this reallocation on the
          basis  of  the  allocation  method  under  the  Plan  as  if  the
          Participant  whose  Account otherwise  would  receive the  Excess
          Amount   is  not   eligible   for  an   allocation  of   Employer
          contributions.

               3.08 Prior to the determination  of the Participant's actual
          Compensation for  a Limitation  Year, the Advisory  Committee may
          determine  the Maximum  Permissible Amount  on  the basis  of the
          Participant's estimated annual  Compensation for such  Limitation
          Year. The Advisory Committee   must make this determination  on a
          reasonable  and uniform  basis  for  all  Participants  similarly
          situated.  The  Advisory  Committee  must  reduce   any  Employer
          contributions (including any allocation  of forfeitures) based on
          estimated annual Compensation by  any Excess Amounts carried over
          from prior years. 

               3.09 As soon  as is administratively feasible  after the end
          of the Limitation Year, the Advisory Committee will determine the
          Maximum Permissible Amount for such  Limitation Year on the basis
          of  the Participant's  actual  Compensation  for such  Limitation
          Year. 

               3.10 If,  pursuant  to  Section  3.09,  or  because  of  the
          allocation of forfeitures, there is an Excess Amount with respect
          to a  Participant for a  Limitation Year, the  Advisory Committee
          will dispose of such Excess Amount as follows: 

               (a)  The Advisory  Committee  will return  any nondeductible
               voluntary Employee  contributions to the Participant  to the
               extent the return would reduce the Excess Amount.
(b) If, after  the application of  paragraph (a), an  Excess
               Amount still  exists, and the Plan covers the Participant at
               the end of the Limitation  Year, then the Advisory Committee
               will  use the  Excess  Amount(s) to  reduce future  Employer
               contributions  (including  any  allocation  of  forfeitures)
               under the Plan  for the  next Limitation Year  and for  each
               succeeding  Limitation  Year,  as  is  necessary,   for  the
               Participant.  If the  Employer's  Plan is  a profit  sharing
               plan, the  Participant may  elect to limit  his Compensation
               for allocation  purposes to  the extent necessary  to reduce
               his  allocation  for  the  Limitation Year  to  the  Maximum
               Permissible Amount and eliminate the Excess Amount.

               (c) If,  after the application  of paragraph (a),  an Excess
               Amount still  exists,  and  the  Plan  does  not  cover  the
               Participant  at the  end of  the Limitation  Year,  then the
               Advisory Committee  will hold the Excess  Amount unallocated
               in a suspense account. The Advisory Committee will apply the
               suspense account to reduce Employer Contributions (including
               allocation of forfeitures) for all remaining Participants in
               the next Limitation Year,  and in each succeeding Limitation
               Year if necessary. Neither the Employer nor any Employee may
               contribute  to the Plan for any Limitation Year in which the
               Plan  is  unable  to   allocate  fully  a  suspense  account
               maintained pursuant to this paragraph (c).

               (d) The  Advisory Committee  will not distribute  any Excess
               Amount(s) to Participants or to former Participants. 

               [Note: Sections 3.11 through 3.16 apply only to Participants
          who, in addition  to this Plan, participate in one  or more plans
          (including Paired  Plans), all of  which are qualified  Master or
          Prototype defined contribution plans or welfare benefit funds (as
          defined in  Code Sect.419(e))  maintained by the  Employer during
          the Limitation Year.]
3.11 The  amount  of  Annual Additions  which  the  Advisory
          Committee may  allocate under this Plan on a Participant's behalf
          for  a Limitation  Year may  not exceed  the Maximum  Permissible
          Amount, reduced by the  sum of any Annual Additions  allocated to
          the  Participant's Accounts  for the  same Limitation  Year under
          this Plan and such other defined contribution plan. If the amount
          the Employer  otherwise  would contribute  to  the  Participant's
          Account  under this Plan would cause the Annual Additions for the
          Limitation  Year to  exceed  this limitation,  the Employer  will
          reduce  the amount  of its contribution  so the  Annual Additions
          under  all  such plans  for the  Limitation  Year will  equal the
          Maximum  Permissible  Amount.   If  an  allocation  of   Employer
          contributions,  pursuant  to Section  3.04,  would  result in  an
          Excess Amount  (other than an  Excess Amount  resulting from  the
          circumstances  described in  Section 3.10)  to the  Participant's
          Account, the Advisory Committee will reallocate the Excess Amount
          to the remaining Participants who  are eligible for an allocation
          of  Employer  contributions  for  the  Plan  Year  in  which  the
          Limitation  Year  ends. The  Advisory  Committee  will make  this
          reallocation on the basis of the allocation method under the Plan
          as if the  Participant whose Account otherwise  would receive the
          Excess  Amount  is not  eligible  for an  allocation  of Employer
          contributions.

               3.12 Prior  to the determination of the Participant's actual
          Compensation for the Limitation  Year, the Advisory Committee may
          determine the amounts referred to  in 3.11 above on the basis  of
          the   Participant's  estimated   annual  Compensation   for  such
          Limitation   Year.  The   Advisory  Committee   will  make   this
          determination  on   a  reasonable  and  uniform   basis  for  all
          Participants  similarly situated.  The  Advisory  Committee  must
          reduce  any   Employer  contribution  (including   allocation  of
          forfeitures) based on estimated annual Compensation by any Excess
          Amounts carried over from prior years. 

               3.13 As soon  as is administratively feasible  after the end
          of the Limitation Year, the Advisory Committee will determine the
          amounts referred to  in 3.11  on the basis  of the  Participant's
          actual Compensation for such Limitation Year. 

               3.14 If  pursuant  to  Section   3.13,  or  because  of  the
          allocation of forfeitures, a Participant's Annual Additions under
          this Plan and  all such other plans  result in an Excess  Amount,
          such Excess  Amount will consist  of the Amounts  last allocated.
          The Advisory Committee will  determine the Amounts last allocated
          by  treating  the  Annual  Additions attributable  to  a  welfare
          benefit  fund  as allocated  first,  irrespective  of the  actual
          allocation date under the welfare benefit fund. 

               3.15 The Employer must specify in its Adoption Agreement the
          Excess  Amount attributed to this Plan, if the Advisory Committee
          allocates an Excess Amount to a Participant on an allocation date
          of this Plan which  coincides with an allocation date  of another
          plan.
3.16 The  Advisory  Committee  will dispose  of  any  Excess
          Amounts attributed to this Plan as provided in Section 3.10. 

               [Note:  Section 3.17  applies only  to Participants  who, in
          addition to this Plan, participate in one or more qualified plans
          which  are  qualified defined  contribution  plans  other than  a
          Master or Prototype  plan maintained by  the Employer during  the
          Limitation Year.] 

               3.17 SPECIAL  ALLOCATION  LIMITATION. The  amount  of Annual
          Additions which the   Advisory Committee may allocate under  this
          Plan  on behalf of any Participant are limited in accordance with
          the  provisions of Section 3.11 through 3.16, as though the other
          plan  were  a  Master  or  Prototype  plan,  unless the  Employer
          provides  other  limitations  in  an  addendum  to  the  Adoption
          Agreement, numbered Section 3.17. 

               3.18 DEFINED BENEFIT  PLAN  LIMITATION.    If  the  Employer
          maintains  a defined  benefit  plan,  or  has ever  maintained  a
          defined benefit  plan which the Employer has terminated, then the
          sum  of  the  defined  benefit  plan  fraction  and  the  defined
          contribution plan fraction for any Participant for any Limitation
          Year must not exceed  1.0. The Employer must provide  in Adoption
          Agreement  Section 3.18 the manner in which the Plan will satisfy
          this  limitation. The Employer also  must provide in its Adoption
          Agreement  Section 3.18 the manner in which the Plan will satisfy
          the  top heavy requirements  of Code  Sect.416 after  taking into
          account  the  existence (or  prior  maintenance)  of the  defined
          benefit plan.
3.19 DEFINITIONS - ARTICLE III. For purposes of Article III,
          the following terms mean: 

               (a) "Annual Addition"  - The  sum of  the following  amounts
               allocated on behalf of a Participant for a  Limitation Year,
               of (i) all Employer contributions; (ii) all forfeitures; and
               (iii)  all  Employee  contributions.  Except  to the  extent
               provided in  Treasury regulations, Annual  Additions include
               excess  contributions described in  Code Sect.401(k), excess
               aggregate  contributions described  in Code  Sect.401(m) and
               excess deferrals described in Code Sect.402(g), irrespective
               of  whether the  plan  distributes or  forfeits such  excess
               amounts.   Annual  Additions  also  include  Excess  Amounts
               reapplied  to reduce  Employer  contributions under  Section
               3.10.  Amounts  allocated  after   March  31,  1984,  to  an
               individual   medical   account    (as   defined   in    Code
               Sect.415(l)(2)) included  as part of a  defined benefit plan
               maintained   by   the   Employer   are   Annual   Additions.
               Furthermore,  Annual Additions include contributions paid or
               accrued after  December 31, 1985,  for taxable years  ending
               after December  31,  1985, attributable  to  post-retirement
               medical benefits allocated to the separate  account of a key
               employee  (as  defined  in  Code  Sect.419A(d)(3))  under  a
               welfare  benefit  fund  (as  defined  in  Code  Sect.419(e))
               maintained by the Employer. 

               (b)   "Compensation"  -   For  purposes   of   applying  the
               limitations of  Part 2  of this Article  III, "Compensation"
               means  Compensation  as  defined  in  Section  1.12,  except
               Compensation  does  not   include  elective   contributions,
               irrespective of whether the  Employer has elected to include
               these  amounts as  Compensation  under Section  1.12 of  its
               Adoption Agreement, and  any exclusion  selected in  Section
               1.12 of the  Adoption Agreement (other than the exclusion of
               elective contributions) does not apply.

               (c)  "Employer" - The Employer that adopts this Plan and any
               related  employers described  in  Section  1.30. Solely  for
               purposes  of applying  the  limitations of  Part  2 of  this
               Article III, the  Advisory Committee will determine  related
               employers  described  in  Section  1.30  by  modifying  Code
               Sect.Sect.414(b)   and   (c)   in   accordance   with   Code
               Sect.415(h). 

               (d) "Excess Amount" - The excess of the Participant's Annual
               Additions   for  the   Limitation  Year  over   the  Maximum
               Permissible Amount.
(e) "Limitation Year" - The period selected by the  Employer
               under Adoption  Agreement Section 1.17.  All qualified plans
               of  the Employer must use  the same Limitation  Year. If the
               Employer  amends  the  Limitation  Year to  a  different  12
               consecutive month period, the new Limitation Year must begin
               on  a date within the Limitation Year for which the Employer
               makes the amendment, creating a short Limitation Year. 

               (f) "Master or Prototype Plan" - A plan the form of which is
               the  subject  of  a   favorable  notification  letter  or  a
               favorable opinion letter from the Internal Revenue Service. 

               (g) "Maximum Permissible Amount" - The lesser of (i) $30,000
               (or, if  greater, one-fourth  of the defined  benefit dollar
               limitation under Code Sect.415(b)(1)(A)), or (ii) 25% of the
               Participant's Compensation for the Limitation Year. If there
               is a short Limitation Year because of a change in Limitation
               Year, the  Advisory Committee will multiply  the $30,000 (or
               adjusted) limitation by the following fraction: 

                    Number of months in the short Limitation Year    
                                          12

               (h) "Defined  contribution plan"  - A retirement  plan which
               provides for an individual  account for each participant and
               for benefits based  solely on the amount  contributed to the
               participant's account, and any  income, expenses, gains  and
               losses,  and   any   forfeitures  of   accounts   of   other
               participants   which  the   plan   may   allocate  to   such
               participant's account. The Advisory Committee must treat all
               defined  contribution  plans  (whether  or  not  terminated)
               maintained  by the  Employer  as a  single plan.  Solely for
               purposes of the limitations  of Part 2 of this  Article III,
               the  Advisory  Committee will  treat  employee contributions
               made to a defined benefit plan maintained by the Employer as
               a separate defined contribution plan. The Advisory Committee
               also will treat as a defined contribution plan an individual
               medical account (as defined in Code Sect.415(l)(2)) included
               as part of a defined benefit plan maintained by the Employer
               and, for taxable  years ending  after December  31, 1985,  a
               welfare benefit  fund under  Code Sect.419(e) maintained  by
               the Employer to the extent there are post-retirement medical
               benefits allocated to the separate account of a key employee
               (as defined in Code Sect.419A(d)(3)).

               (i) "Defined benefit  plan" - A  retirement plan which  does
               not   provide   for   individual   accounts   for   Employer
               contributions. The Advisory Committee must treat all defined
               benefit plans (whether or  not terminated) maintained by the
               Employer as a single plan.

          [Note:  The definitions in paragraphs (j), (k) and (l) apply only
          if  the  limitation described  in  Section  3.18 applies  to  the
          Employer's Plan.]
(j) "Defined benefit plan fraction" -

               Projected annual benefit of the Participant under the defined
          benefit plan(s)     
             The lesser of (i) 125% (subject to the "100% limitation" in
          paragraph (l)) of the
          dollar limitation in effect under Code Sect. 415(b)(1)(A) for the
          Limitation Year, 
           or (ii) 140% of the Participant's average Compensation for his 
                     high three (3) consecutive Years of Service 

                    To  determine  the denominator  of  this  fraction, the
               Advisory Committee will make  any adjustment required  under
               Code  Sect.415(b)  and will  determine  a  Year of  Service,
               unless  otherwise  provided  in   an  addendum  to  Adoption
               Agreement Section 3.18, as a Plan Year in which the Employee
               completed at  least 1,000  Hours of Service.  The "projected
               annual benefit" is  the annual retirement  benefit (adjusted
               to an  actuarially equivalent  straight life annuity  if the
               plan  expresses such benefit in a form other than a straight
               life annuity or qualified joint and survivor annuity) of the
               Participant under the terms  of the defined benefit  plan on
               the  assumptions he  continues  employment until  his normal
               retirement age (or current  age, if later) as stated  in the
               defined benefit plan, his compensation continues at the same
               rate as in effect in the Limitation Year under consideration
               until  the date of his  normal retirement age  and all other
               relevant  factors  used  to  determine  benefits  under  the
               defined  benefit  plan remain  constant  as  of the  current
               Limitation Year for all future Limitation Years. 

                    Current  Accrued Benefit.  If  the Participant  accrued
               benefits  in one or more defined benefit plans maintained by
               the Employer which  were in  existence on May  6, 1986,  the
               dollar limitation  used in the denominator  of this fraction
               will  not be  less  than the  Participant's Current  Accrued
               Benefit. A Participant's Current  Accrued Benefit is the sum
               of  the annual  benefits  under such  defined benefit  plans
               which the Participant had accrued as of the end of  the 1986
               Limitation Year (the  last Limitation Year beginning  before
               January 1, 1987), determined without regard to any change in
               the  terms or conditions of the Plan made after May 5, 1986,
               and  without  regard  to   any  cost  of  living  adjustment
               occurring after  May 5,  1986. This Current  Accrued Benefit
               rule applies only if  the defined benefit plans individually
               and  in the  aggregate  satisfied the  requirements of  Code
               Sect.415  as in  effect at  the end  of the  1986 Limitation
               Year.
(k) "Defined contribution plan fraction" -
           
            The sum, as of the close of the Limitation Year, of the Annual
          Additions 
                        to the Participant's Account under the defined
          contribution plan(s)          
              The sum of the lesser of the following amounts determined 
           for the Limitation Year and for each prior Year of Service with
          the Employer:(i) 125%
          (subject to the "100% limitation" in paragraph (l)) of the dollar
          limitation in effect under
              Code Sect.415(c)(1)(A) for the Limitation Year (determined
          without regard to 
             the special dollar limitations for employee stock ownership
          plans), or 
            (ii) 35% of the Participant's Compensation for the Limitation
          Year 

                    For  purposes of  determining the  defined contribution
               plan  fraction, the  Advisory Committee  will  not recompute
               Annual Additions  in  Limitation Years  beginning  prior  to
               January 1,  1987, to  treat  all  Employee contributions  as
               Annual Additions.  If the  Plan satisfied Code  Sect.415 for
               Limitation  Years beginning  prior to  January 1,  1987, the
               Advisory Committee will redetermine the defined contribution
               plan fraction  and the defined  benefit plan fraction  as of
               the end of the 1986 Limitation Year, in accordance with this
               Section  3.19.  If the  sum  of  the redetermined  fractions
               exceeds   1.0,   the   Advisory  Committee   will   subtract
               permanently from  the numerator of  the defined contribution
               plan  fraction an  amount equal  to the  product of  (1) the
               excess of the sum  of the fractions over 1.0, times  (2) the
               denominator of the  defined contribution  plan fraction.  In
               making the adjustment, the Advisory Committee must disregard
               any accrued benefit under the  defined benefit plan which is
               in  excess  of  the   Current  Accrued  Benefit.  This  Plan
               continues   any   transitional  rules   applicable   to  the
               determination  of  the  defined contribution  plan  fraction
               under  the Employer's  Plan  as  of  the  end  of  the  1986
               Limitation Year.

               (l) "100%  limitation." If the 100%  limitation applies, the
               Advisory  Committee must  determine the  denominator of  the
               defined  benefit plan  fraction and  the denominator  of the
               defined contribution plan fraction  by substituting 100% for
               125%.  If the  Employer's Plan is  a Standardized  Plan, the
               100% limitation applies in  all Limitation Years, subject to
               any override provisions under Section 3.18 of the Employer's
               Adoption  Agreement.  If  the  Employer  overrides the  100%
               limitation  under a  Standardized  Plan,  the Employer  must
               specify  in its Adoption  Agreement the manner  in which the
               Plan satisfies the extra minimum benefit requirement of Code
               Sect.416(h) and  the 100% limitation must  continue to apply
               if the Plan's top heavy ratio exceeds 90%. If the Employer's
Plan is a Nonstandardized  Plan, the 100% limitation applies
               only if: (i) the Plan's top heavy ratio exceeds 90%; or (ii)
               the  Plan's top  heavy ratio  is greater  than 60%,  and the
               Employer does  not elect  in its Adoption  Agreement Section
               3.18 to  provide extra  minimum benefits which  satisfy Code
               Sect.416(h)(2). 

              *   *   *   *   *   *   *   *   *   *   *   *   *   *   *
ARTICLE IV 
                              PARTICIPANT CONTRIBUTIONS 

               4.01 PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. This Plan does
          not  permit  Participant nondeductible  contributions unless  the
          Employer  maintains its  Plan under  a Code  Sect.401(k) Adoption
          Agreement. If the  Employer does  not maintain its  Plan under  a
          Code Sect.401(k) Adoption Agreement and, prior to the adoption of
          this  Master Plan,  the Plan  accepted Participant  nondeductible
          contributions for  a Plan Year beginning after December 31, 1986,
          those  contributions  must  satisfy  the   requirements  of  Code
          Sect.401(m).  This  Section 4.01  does  not  prohibit the  Plan's
          acceptance  of Participant  nondeductible contributions  prior to
          the first Plan  Year commencing after the Plan Year  in which the
          Employer adopts this Master Plan.

               4.02 PARTICIPANT DEDUCTIBLE CONTRIBUTIONS. A  qualified Plan
          may not accept  Participant deductible contributions after  April
          15, 1987. If the  Employer's Plan includes Participant deductible
          contributions ("DECs") made prior to April 16, 1987, the Advisory
          Committee   must  maintain   a   separate   accounting  for   the
          Participant's  Accrued Benefit  attributable  to DECs,  including
          DECs which  are  part of  a  rollover contribution  described  in
          Section 4.03.  The Advisory Committee will  treat the accumulated
          DECs  as  part  of  the Participant's  Accrued  Benefit  for  all
          purposes  of the Plan, except for purposes of determining the top
          heavy ratio under  Section 1.33. The  Advisory Committee may  not
          use DECs to purchase life insurance on the Participant's behalf.

               4.03 PARTICIPANT  ROLLOVER  CONTRIBUTIONS. Any  Participant,
          with  the Employer's  written  consent and after  filing with the
          Trustee  the  form  prescribed  by the  Advisory  Committee,  may
          contribute cash or other  property to the  Trust other than as  a
          voluntary  contribution  if  the  contribution  is   a  "rollover
          contribution"  which the  Code  permits an  employee to  transfer
          either directly or indirectly from one qualified plan to  another
          qualified  plan. Before  accepting a  rollover contribution,  the
          Trustee may require an  Employee to furnish satisfactory evidence
          that the proposed transfer  is in fact a  "rollover contribution"
          which the Code permits an employee to make to a qualified plan. A
          rollover contribution is not  an Annual Addition under Part  2 of
          Article III. 

               The  Trustee  will invest  the  rollover  contribution in  a
          segregated  investment Account for the Participant's sole benefit
          unless the  Trustee (or  the Named  Fiduciary, in  the case of  a
          nondiscretionary  Trustee designation),  in its  sole discretion,
          agrees to invest the  rollover contribution as part of  the Trust
          Fund.  The Trustee  will not  have any  investment responsibility
          with respect to a  Participant's segregated rollover Account. The
          Participant,  however, from time to  time, may direct the Trustee
          in  writing  as to  the  investment  of his  segregated  rollover
          Account  in property, or  property interests, of  any kind, real,
personal  or mixed;  provided  however, the  Participant may  not
          direct the Trustee to make loans to his Employer. A Participant's
          segregated  rollover Account  alone will  bear any  extraordinary
          expenses resulting from investments made at  the direction of the
          Participant. As of the Accounting Date (or other  valuation date)
          for  each Plan  Year, the  Advisory  Committee will  allocate and
          credit  the  net  income  (or  net  loss)  from  a  Participant's
          segregated rollover Account  and the increase or  decrease in the
          fair  market value of the assets of a segregated rollover Account
          solely to that Account. The Trustee is not liable nor responsible
          for  any   loss  resulting  to   any  Beneficiary,  nor   to  any
          Participant,  by reason of any  sale or investment  made or other
          action  taken pursuant to and in accordance with the direction of
          the Participant.  In all other  respects, the Trustee  will hold,
          administer  and distribute  a rollover  contribution in  the same
          manner as any Employer contribution made to the Trust.  

               An   eligible  Employee,  prior  to  satisfying  the  Plan's
          eligibility conditions,  may make a rollover  contribution to the
          Trust to the same extent and in the same manner as a Participant.
          If an Employee makes  a rollover contribution to the  Trust prior
          to  satisfying the  Plan's eligibility  conditions, the  Advisory
          Committee and  Trustee must treat  the Employee as  a Participant
          for  all purposes  of  the  Plan except  the  Employee is  not  a
          Participant for purposes of  sharing in Employer contributions or
          Participant forfeitures under the  Plan until he actually becomes
          a Participant in the Plan. If the Employee  has a Separation from
          Service  prior  to  becoming  a  Participant,  the  Trustee  will
          distribute his rollover contribution Account to him as if it were
          an Employer contribution Account. 

               4.04 PARTICIPANT    CONTRIBUTION    -   FORFEITABILITY.    A
          Participant's    Accrued    Benefit   is, at all    times,   100%
          Nonforfeitable  to the extent the value of his Accrued Benefit is
          derived from  his  Participant contributions  described  in  this
          Article IV.

               4.05 PARTICIPANT  CONTRIBUTION -  WITHDRAWAL/DISTRIBUTION. A
          Participant, by giving prior written  notice to the  Trustee, may
          withdraw  all or  any part  of the value  of his  Accrued Benefit
          derived  from  his  Participant contributions  described  in this
          Article IV.  A  distribution of  Participant  contributions  must
          comply  with the  joint  and survivor  requirements described  in
          Article VI,  if those  requirements apply  to the  Participant. A
          Participant may not exercise  his right to withdraw the  value of
          his  Accrued Benefit  derived from his  Participant contributions
          more than once during  any Plan Year. The Trustee,  in accordance
          with the direction  of the Advisory Committee,  will distribute a
          Participant's  unwithdrawn  Accrued Benefit  attributable  to his
          Participant contributions  in accordance  with the  provisions of
          Article VI  applicable to  the distribution of  the Participant's
          Nonforfeitable Accrued Benefit.
4.06 PARTICIPANT   CONTRIBUTION   -  ACCRUED   BENEFIT.  The
          Advisory  Committee must maintain  a  separate Account(s)  in the
          name  of each  Participant to  reflect the  Participant's Accrued
          Benefit   under   the   Plan   derived   from   his   Participant
          contributions. A Participant's  Accrued Benefit derived from  his
          Participant  contributions  as  of  any applicable  date  is  the
          balance of his separate Participant contribution Account(s). 

              *   *   *   *   *   *   *   *   *   *   *   *   *   *   *
ARTICLE V 
                    TERMINATION OF SERVICE - PARTICIPANT VESTING 

               5.01 NORMAL RETIREMENT AGE.  The Employer must define Normal
          Retirement Age in its Adoption Agreement. A Participant's Accrued
          Benefit   derived   from    Employer   contributions   is    100%
          Nonforfeitable upon and after his attaining Normal Retirement Age
          (if employed by the Employer on or after that date).

               5.02 PARTICIPANT DISABILITY OR DEATH. The Employer may elect
          in  its Adoption  Agreement  to provide  a Participant's  Accrued
          Benefit  derived  from  Employer   contributions  will  be   100%
          Nonforfeitable if the Participant's  Separation from Service is a
          result of his death or his disability.

               5.03 VESTING SCHEDULE.  Except as provided in  Sections 5.01
          and   5.02,   for  each   Year   of   Service,  a   Participant's
          Nonforfeitable  percentage  of his  Accrued Benefit  derived from
          Employer  contributions equals  the  percentage  in  the  vesting
          schedule completed by the Employer in its Adoption Agreement. 

          (A) Election of Special  Vesting Formula. If the Trustee  makes a
          distribution  (other than  a cash-out  distribution described  in
          Section  5.04)  to   a  partially-vested  Participant,   and  the
          Participant has not incurred a Forfeiture Break in Service at the
          relevant time,  the Advisory Committee will  establish a separate
          Account for  the Participant's  Accrued Benefit. At  any relevant
          time  following the  distribution,  the  Advisory Committee  will
          determine  the  Participant's   Nonforfeitable  Accrued   Benefit
          derived  from  Employer  contributions  in  accordance  with  the
          following  formula:  P(AB + (R x D)) - (R x D).

               To  apply this  formula,  "P" is  the Participant's  current
          vesting   percentage  at   the   relevant  time,   "AB"  is   the
          Participant's  Employer-derived Accrued  Benefit at  the relevant
          time, "R" is  the ratio  of "AB" to  the Participant's  Employer-
          derived  Accrued   Benefit  immediately  following   the  earlier
          distribution and "D"  is the amount of  the earlier distribution.
          If,  under a restated Plan,  the Plan has  made distribution to a
          partially-vested Participant prior to its restated Effective Date
          and is unable to apply the cash-out provisions of Section 5.04 to
          that  prior  distribution,  this  special  vesting  formula  also
          applies to that Participant's remaining Account. The Employer, in
          an addendum to its Adoption Agreement, numbered Section 5.03, may
          elect to modify this formula to read as follows: P(AB + D) - D.

               5.04 CASH-OUT     DISTRIBUTIONS      TO     PARTIALLY-VESTED
          PARTICIPANTS/   RESTORATION OF FORFEITED  ACCRUED   BENEFIT.  If,
          pursuant to Article VI, a partially-vested Participant receives a
          cash-out  distribution before  he  incurs a  Forfeiture Break  in
          Service (as  defined in Section 5.08),  the cash-out distribution
          will result in  an immediate forfeiture of  the nonvested portion
          of  the  Participant's  Accrued  Benefit  derived  from  Employer
contributions. See Section  5.09. A partially-vested  Participant
          is a Participant whose Nonforfeitable Percentage determined under
          Section  5.03 is  less than  100%. A  cash-out distribution  is a
          distribution  of the  entire present  value of  the Participant's
          Nonforfeitable Accrued Benefit.

          (A) Restoration  and  Conditions upon  Restoration. A  partially-
          vested  Participant  who is  re-employed by  the  Employer  after
          receiving  a   cash-out   distribution  of   the   Nonforfeitable
          percentage  of  his Accrued  Benefit  may repay  the  Trustee the
          amount  of  the cash-out  distribution  attributable to  Employer
          contributions, unless  the Participant no  longer has a  right to
          restoration by reason of the conditions  of this Section 5.04(A).
          If a partially-vested Participant makes the cash-out distribution
          repayment, the  Advisory Committee, subject to  the conditions of
          this   Section  5.04(A),   must   restore  his   Accrued  Benefit
          attributable to Employer contributions  to the same dollar amount
          as the dollar  amount of  his Accrued Benefit  on the  Accounting
          Date, or other valuation date, immediately preceding the date  of
          the  cash-out distribution,  unadjusted for  any gains  or losses
          occurring subsequent to that  Accounting Date, or other valuation
          date. Restoration  of the Participant's Accrued  Benefit includes
          restoration of  all Code Sect.411(d)(6)  protected benefits  with
          respect  to that  restored  Accrued Benefit,  in accordance  with
          applicable  Treasury regulations. The Advisory Committee will not
          restore a re-employed  Participant's Accrued  Benefit under  this
          paragraph if: 

               (1) 5 years have  elapsed since the Participant's first  re-
               employment  date with  the  Employer following  the cash-out
               distribution; or

               (2) The  Participant incurred a Forfeiture  Break in Service
               (as defined in Section 5.08). This condition also applies if
               the  Participant makes  repayment  within the  Plan Year  in
               which  he incurs the  Forfeiture Break  in Service  and that
               Forfeiture  Break  in Service  would  result  in a  complete
               forfeiture of  the amount  the Advisory  Committee otherwise
               would restore. 

          (B)  Time  and  Method of  Restoration.  If  neither  of the  two
          conditions  preventing restoration  of the  Participant's Accrued
          Benefit  applies,   the  Advisory  Committee  will   restore  the
          Participant's Accrued Benefit as of the Plan Year Accounting Date
          coincident  with  or  immediately  following  the  repayment.  To
          restore   the   Participant's  Accrued   Benefit,   the  Advisory
          Committee,  to  the  extent   necessary,  will  allocate  to  the
          Participant's Account: 

               (1) First,  the amount,  if any, of  Participant forfeitures
               the  Advisory  Committee  would  otherwise   allocate  under
               Section 3.05;
(2) Second, the amount, if any, of the Trust Fund net income
               or gain for the Plan Year; and

               (3) Third, the  Employer contribution for  the Plan Year  to
               the extent made under a discretionary formula. 

               In an  addendum to its Adoption  Agreement numbered 5.04(B),
          the Employer may eliminate as a  means of restoration any of  the
          amounts described in  clauses (1), (2) and (3) or  may change the
          order of priority  of these  amounts. To the  extent the  amounts
          described  in clauses (1), (2) and (3) are insufficient to enable
          the  Advisory Committee  to  make the  required restoration,  the
          Employer must  contribute, without  regard to any  requirement or
          condition  of Section  3.01, the  additional amount  necessary to
          enable the  Advisory Committee to make  the required restoration.
          If,  for  a particular  Plan  Year, the  Advisory  Committee must
          restore  the  Accrued  Benefit   of  more  than  one  re-employed
          Participant,  then   the  Advisory   Committee   will  make   the
          restoration allocations to each such Participant's Account in the
          same proportion that a Participant's restored amount for the Plan
          Year  bears  to the  restored  amount for  the Plan  Year  of all
          re-employed Participants.  The Advisory  Committee will  not take
          into  account any allocation under this  Section 5.04 in applying
          the limitation on allocations under Part 2 of Article III. 

          (C)  0% Vested  Participant.  The Employer  must  specify in  its
          Adoption Agreement whether the deemed cash-out rule  applies to a
          0% vested  Participant. A 0% vested Participant  is a Participant
          whose  Accrued Benefit  derived  from  Employer contributions  is
          entirely forfeitable at the time  of his Separation from Service.
          If  the Participant's Account is not entitled to an allocation of
          Employer  contributions for  the  Plan Year  in  which he  has  a
          Separation from  Service, the  Advisory Committee will  apply the
          deemed cash-out rule as  if the 0% vested Participant  received a
          cash-out distribution on the date of the Participant's Separation
          from Service.  If  the Participant's  Account is  entitled to  an
          allocation of Employer  contributions or Participant  forfeitures
          for the Plan Year in which  he has a Separation from Service, the
          Advisory  Committee will apply the deemed cash-out rule as if the
          0%  vested Participant  received a  cash-out distribution  on the
          first day of the  first Plan Year beginning after  his Separation
          from Service. For purposes of applying the restoration provisions
          of  this Section 5.04, the  Advisory Committee will  treat the 0%
          vested Participant as repaying his cash-out "distribution" on the
          first  date of his re-employment with the Employer. If the deemed
          cash-out rule  does not apply to the Employer's Plan, a 0% vested
          Participant  will not  incur  a  forfeiture  until  he  incurs  a
          Forfeiture Break in Service.
5.05 SEGREGATED  ACCOUNT  FOR   REPAID  AMOUNT.  Until   the
          Advisory Committee restores the Participant's Accrued Benefit, as
          described in Section  5.04, the Trustee will  invest the cash-out
          amount  the  Participant  has  repaid  in  a  segregated  Account
          maintained solely  for that Participant. The  Trustee must invest
          the amount  in the Participant's segregated  Account in Federally
          insured  interest bearing savings  account(s) or  time deposit(s)
          (or a combination of both), or in other fixed income investments.
          Until commingled with  the balance of the Trust Fund  on the date
          the  Advisory  Committee   restores  the  Participant's   Accrued
          Benefit, the  Participant's segregated Account remains  a part of
          the Trust,  but it alone  shares in  any income it  earns and  it
          alone bears any expense  or loss it incurs. Unless  the repayment
          qualifies as a rollover contribution, the Advisory Committee will
          direct the  Trustee to  repay to  the Participant  as soon  as is
          administratively practicable the full amount of the Participant's
          segregated Account if the Advisory Committee determines either of
          the conditions of Section 5.04(A) prevents restoration  as of the
          applicable  Accounting  Date,  notwithstanding the  Participant's
          repayment. 

               5.06 YEAR  OF SERVICE  -  VESTING. For  purposes of  vesting
          under  Section 5.03,  Year  of Service  means any  12-consecutive
          month  period designated  in  the  Employer's Adoption  Agreement
          during  which an Employee completes  not less than  the number of
          Hours  of   Service  (not  exceeding  1,000)   specified  in  the
          Employer's  Adoption Agreement.  A Year  of Service  includes any
          Year of  Service earned prior to the  Effective Date of the Plan,
          except as provided in Section 5.08.

               5.07 BREAK  IN  SERVICE  -  VESTING. For  purposes  of  this
          Article  V, a Participant incurs  a "Break in  Service" if during
          any vesting computation period he does not complete more than 500
          Hours of Service. If, pursuant to Section 5.06, the Plan does not
          require more  than 500 Hours of  Service to receive  credit for a
          Year of Service,  a Participant  incurs a Break  in Service in  a
          vesting computation period in  which he fails to complete  a Year
          of Service.

               5.08 INCLUDED YEARS  OF SERVICE  - VESTING. For  purposes of
          determining "Years of Service" under Section 5.06, the Plan takes
          into  account all Years of Service an Employee completes with the
          Employer except: 

               (a)  For the  sole  purpose of  determining a  Participant's
               Nonforfeitable  percentage  of his  Accrued  Benefit derived
               from Employer contributions  which accrued  for his  benefit
               prior to a Forfeiture Break  in Service, the Plan disregards
               any Year of  Service after  the Participant  first incurs  a
               Forfeiture  Break  in  Service.  The  Participant  incurs  a
               Forfeiture  Break in  Service when  he incurs  5 consecutive
               Breaks in Service.
(b) The  Plan disregards any Year of  Service excluded under
               the Employer's Adoption Agreement. 
               The Plan does not apply the Break in Service rule under Code
          Sect.411(a)(6)(B). Therefore,  an Employee  need  not complete  a
          Year  of Service after  a Break in Service  before the Plan takes
          into account the Employee's otherwise includible Years of Service
          under this Article V.

               5.09 FORFEITURE OCCURS. A Participant's forfeiture,  if any,
          of his Accrued Benefit derived from Employer contributions occurs
          under the Plan on the earlier of: 

               (a)  The last day of the vesting computation period in which
               the Participant first incurs  a Forfeiture Break in Service;
               or

               (b)   The  date   the   Participant   receives  a   cash-out
               distribution. 

               The  Advisory  Committee  determines  the  percentage  of  a
          Participant's Accrued  Benefit  forfeiture, if  any,  under  this
          Section  5.09  solely by  reference  to the  vesting  schedule of
          Section 5.03. A Participant  does not forfeit any portion  of his
          Accrued Benefit for any other reason or cause except as expressly
          provided by this Section 5.09 or as provided under Section 9.14. 

              *   *   *   *   *   *   *   *   *   *   *   *   *   *   *
ARTICLE VI 
                       TIME AND METHOD OF PAYMENT OF BENEFITS 

               6.01 TIME OF PAYMENT OF ACCRUED BENEFIT. Unless, pursuant to
          Section  6.03,  the  Participant  or  the  Beneficiary  elects in
          writing  to a different time  or method of  payment, the Advisory
          Committee will direct  the Trustee to commence  distribution of a
          Participant's  Nonforfeitable Accrued Benefit  in accordance with
          this Section 6.01. A Participant must consent, in writing, to any
          distribution  required under  this  Section 6.01  if the  present
          value of the Participant's Nonforfeitable Accrued Benefit, at the
          time of the distribution  to the Participant, exceeds  $3,500 and
          the  Participant has not attained the  later of Normal Retirement
          Age  or age 62.  Furthermore, the Participant's  spouse also must
          consent, in writing,  to any distribution, for which Section 6.04
          requires the spouse's  consent. For all purposes  of this Article
          VI, the term "annuity  starting date" means the first  day of the
          first  period for which the Plan pays  an amount as an annuity or
          in any other  form. A  distribution date under  this Article  VI,
          unless  otherwise specified within the Plan, is the date or dates
          the Employer specifies in  the Adoption Agreement, or as  soon as
          administratively  practicable  following that  distribution date.
          For purposes of  the consent requirements under this  Article VI,
          if the present value  of the Participant's Nonforfeitable Accrued
          Benefit, at  the time  of any  distribution, exceeds  $3,500, the
          Advisory  Committee must  treat that  present value  as exceeding
          $3,500 for  purposes of all subsequent Plan  distributions to the
          Participant.

          (A) Separation from Service For a Reason Other Than Death. 

               (1)   Participant's   Nonforfeitable  Accrued   Benefit  Not
          Exceeding $3,500.   If the Participant's  Separation from Service
          is for any reason  other than death, the Advisory  Committee will
          direct the Trustee to distribute the Participant's Nonforfeitable
          Accrued  Benefit  in a  lump sum,  on  the distribution  date the
          Employer  specifies in  the Adoption  Agreement, but in  no event
          later than the 60th day  following the close of the Plan  Year in
          which  the  Participant attains  Normal  Retirement  Age. If  the
          Participant has attained Normal Retirement Age at the time of his
          Separation  from Service, the  distribution under  this paragraph
          will occur no later than the 60th day following the  close of the
          Plan  Year in  which  the Participant's  Separation from  Service
          occurs.

               (2)  Participant's  Nonforfeitable  Accrued Benefit  Exceeds
          $3,500. If the  Participant's Separation from Service  is for any
          reason other than death,  the Advisory Committee will  direct the
          Trustee   to   commence   distribution   of   the   Participant's
          Nonforfeitable  Accrued Benefit in a form and at the time elected
          by the Participant, pursuant  to Section 6.03. In the  absence of
          an  election  by the  Participant,  the  Advisory Committee  will
          direct the Trustee to distribute the Participant's Nonforfeitable
Accrued  Benefit in  a lump  sum (or,  if applicable,  the normal
          annuity form of distribution required under Section 6.04), on the
          60th day following the close of the Plan Year in which the latest
          of  the  following events  occurs:  (a)  the Participant  attains
          Normal Retirement Age; (b) the Participant attains age 62; or (c)
          the Participant's Separation from Service.

               (3) Disability. If the Participant's Separation from Service
          is because of his disability, the Advisory  Committee will direct
          the  Trustee  to  pay the  Participant's  Nonforfeitable  Accrued
          Benefit  in  lump  sum, on  the  distribution  date  the Employer
          specifies in  the Adoption Agreement,  subject to the  notice and
          consent  requirements  of  this Article  VI  and  subject to  the
          applicable mandatory  commencement dates described  in Paragraphs
          (1) and (2). 

               (4) Hardship. Prior to the time at which the Participant may
          receive  distribution  under  Paragraphs  (1), (2)  or  (3),  the
          Participant may request  a distribution  from his  Nonforfeitable
          Accrued  Benefit in an amount necessary to satisfy a hardship, if
          the Employer elects in the  Adoption Agreement to permit hardship
          distributions.  Unless  the  Employer  elects  otherwise  in  the
          Adoption Agreement, a hardship distribution must be on account of
          any  of the  following: (a)  medical  expenses; (b)  the purchase
          (excluding  mortgage payments)  of  the  Participant's  principal
          residence;  (c)  post-secondary education  tuition, for  the next
          semester or quarter, for the Participant or for the Participant's
          spouse, children or  dependents; (d) to  prevent the eviction  of
          the Participant  from his principal residence  or the foreclosure
          on  the mortgage  of the  Participant's principal  residence; (e)
          funeral expenses of the  Participant's family member; or  (f) the
          Participant's disability. A  partially-vested Participant may not
          receive  a  hardship  distribution  described in  this  Paragraph
          (A)(4)  prior to incurring a  Forfeiture Break in Service, unless
          the hardship distribution is  a cash-out distribution (as defined
          in  Article V). The Advisory Committee will direct the Trustee to
          make  the  hardship  distribution  as  soon  as  administratively
          practicable after the Participant  makes a valid request for  the
          hardship distribution.

          (B)  Required Beginning  Date. If  any  distribution commencement
          date described  under Paragraph (A) of this  Section 6.01, either
          by Plan provision or by Participant election (or nonelection), is
          later  than  the  Participant's  Required  Beginning  Date,   the
          Advisory  Committee  instead  must  direct the  Trustee  to  make
          distribution   on  the  Participant's  Required  Beginning  Date,
          subject  to  the  transitional  election,  if  applicable,  under
          Section 6.03(D).  A Participant's Required Beginning  Date is the
          April  1 following the  close of the  calendar year  in which the
          Participant attains  age 70 1/2. However, if  the Participant, prior
          to incurring  a  Separation from  Service,  attained age  70 1/2  by
          January 1, 1988, and, for the five Plan Year period ending in the
          calendar year in which he attained age 70 1/2 and for all subsequent
          years, the Participant was not a more than 5% owner, the Required
Beginning Date is the April 1 following the close of the calendar
          year  in which  the  Participant separates  from  Service or,  if
          earlier, the April 1  following the close of the calendar year in
          which the Participant becomes a more  than 5% owner. Furthermore,
          if a  Participant who was not  a more than 5%  owner attained age
          70 1/2 during 1988 and did not incur a Separation from Service prior
          to January 1, 1989, his Required Beginning Date is April 1, 1990.
          A mandatory distribution at  the Participant's Required Beginning
          Date will be  in lump sum (or, if applicable,  the normal annuity
          form  of distribution  required  under Section  6.04) unless  the
          Participant, pursuant to the provisions of this Article VI, makes
          a valid election to receive an alternative form of payment.

          (C) Death of the Participant. The Advisory Committee  will direct
          the  Trustee,  in  accordance   with  this  Section  6.01(C),  to
          distribute  to  the Participant's  Beneficiary  the Participant's
          Nonforfeitable Accrued Benefit remaining in the Trust at the time
          of  the  Participant's  death.  Subject to  the  requirements  of
          Section  6.04, the  Advisory Committee  will determine  the death
          benefit  by  reducing  the Participant's  Nonforfeitable  Accrued
          Benefit  by  any security  interest  the  Plan has  against  that
          Nonforfeitable  Accrued  Benefit  by  reason  of  an  outstanding
          Participant loan.  

               (1)  Deceased  Participant's Nonforfeitable  Accrued Benefit
          Does Not  Exceed $3,500. The  Advisory Committee, subject  to the
          requirements  of  Section  6.04,   must  direct  the  Trustee  to
          distribute  the  deceased  Participant's  Nonforfeitable  Accrued
          Benefit in  a single sum, as soon as administratively practicable
          following the Participant's death or, if later, the date on which
          the  Advisory Committee  receives  notification  of or  otherwise
          confirms the Participant's death. 

               (2)  Deceased  Participant's Nonforfeitable  Accrued Benefit
          Exceeds $3,500. The Advisory Committee will direct the Trustee to
          distribute  the  deceased  Participant's  Nonforfeitable  Accrued
          Benefit at  the time and in  the form elected by  the Participant
          or,  if applicable  by the  Beneficiary, as permitted  under this
          Article  VI.  In  the absence  of  an  election,  subject to  the
          requirements of Section 6.04,  the Advisory Committee will direct
          the  Trustee   to  distribute  the   Participant's  undistributed
          Nonforfeitable Accrued  Benefit  in  a  lump  sum  on  the  first
          distribution date following the  close of the Plan Year  in which
          the  Participant's   death  occurs   or,  if  later,   the  first
          distribution  date  following  the date  the  Advisory  Committee
          receives  notification of or otherwise confirms the Participant's
          death.

               If the death benefit is payable in full to the Participant's
          surviving  spouse,  the  surviving  spouse, in  addition  to  the
          distribution options provided in  this Section 6.01(C), may elect
          distribution  at any time or in any  form (other than a joint and
          survivor annuity) this Article VI would permit for a Participant.
6.02 METHOD OF  PAYMENT OF  ACCRUED BENEFIT. Subject  to the
          annuity distribution requirements, if any, prescribed by  Section
          6.04,  and  any  restrictions   prescribed  by  Section  6.03,  a
          Participant or  Beneficiary may elect distribution  under one, or
          any  combination, of the following  methods: (a) by  payment in a
          lump  sum;  or (b)  by payment  in  monthly, quarterly  or annual
          installments  over  a  fixed   reasonable  period  of  time,  not
          exceeding the  life expectancy of  the Participant, or  the joint
          life and  last  survivor expectancy  of the  Participant and  his
          Beneficiary. The Employer may elect in its Adoption Agreement  to
          modify the methods of payment available under this Section 6.02.

               The distribution options permitted  under this Section  6.02
          are available  only  if  the  present value  of  the  Participant
          Nonforfeitable Accrued  Benefit, at the time  of the distribution
          to  the Participant,  exceeds  $3,500. To  facilitate installment
          payments under this Article VI, the Advisory Committee may direct
          the Trustee to  segregate all  or any part  of the  Participant's
          Accrued Benefit in  a separate Account.  The Trustee will  invest
          the  Participant's   segregated  Account  in   Federally  insured
          interest  bearing savings  account(s)  or time  deposit(s) (or  a
          combination of both),  or in  other fixed  income investments.  A
          segregated  Account remains  a part  of the  Trust, but  it alone
          shares in  any income it earns, and it alone bears any expense or
          loss it incurs. A Participant or Beneficiary may elect to receive
          an  installment distribution  in  the form  of a  Nontransferable
          Annuity   Contract.  Under   an  installment   distribution,  the
          Participant or Beneficiary, at any time, may elect to  accelerate
          the payment of all,  or any portion, of the  Participant's unpaid
          Nonforfeitable Accrued  Benefit, subject to  the requirements  of
          Section 6.04.

          (A)  Minimum  Distribution  Requirements  for  Participants.  The
          Advisory  Committee may not direct  the Trustee to distribute the
          Participant's  Nonforfeitable   Accrued  Benefit,  nor   may  the
          Participant   elect   to   have  the   Trustee   distribute   his
          Nonforfeitable Accrued Benefit, under  a method of payment which,
          as of the Required  Beginning Date, does not satisfy  the minimum
          distribution  requirements  under  Code  Sect.401(a)(9)  and  the
          applicable Treasury regulations.  The minimum distribution for  a
          calendar  year equals  the  Participant's Nonforfeitable  Accrued
          Benefit as of  the latest valuation date preceding  the beginning
          of the calendar year divided by the Participant's life expectancy
          or,  if applicable, the joint and last survivor expectancy of the
          Participant and  his designated Beneficiary (as  determined under
          Article   VIII,  subject   to  the   requirements  of   the  Code
          Sect.401(a)(9) regulations). The Advisory Committee will increase
          the  Participant's Nonforfeitable Accrued  Benefit, as determined
          on the relevant valuation  date, for contributions or forfeitures
          allocated  after the  valuation date  and by  December 31  of the
          valuation  calendar  year, and  will  decrease  the valuation  by
          distributions made after the valuation date and by December 31 of
          the valuation calendar year. For  purposes of this valuation, the
          Advisory  Committee  will  treat   any  portion  of  the  minimum
distribution for the first  distribution calendar year made after
          the close  of that year as a distribution occurring in that first
          distribution calendar year. In  computing a minimum distribution,
          the  Advisory  Committee  must  use the  unisex  life  expectancy
          multiples under Treas. Reg. Sect.1.72-9.  The Advisory Committee,
          only  upon the  Participant's written  request, will  compute the
          minimum distribution for  a calendar year subsequent to the first
          calendar year for which the  Plan requires a minimum distribution
          by  redetermining the  applicable  life expectancy.  However, the
          Advisory Committee may  not redetermine the  joint life and  last
          survivor expectancy of the Participant and a nonspouse designated
          Beneficiary in a  manner which takes into  account any adjustment
          to  a   life  expectancy   other  than  the   Participant's  life
          expectancy. 

               If   the  Participant's   spouse   is  not   his  designated
          Beneficiary, a method  of payment to the  Participant (whether by
          Participant election or by  Advisory Committee direction) may not
          provide  more than  incidental benefits  to the  Beneficiary. For
          Plan  Years beginning  after  December 31,  1988,  the Plan  must
          satisfy  the  minimum  distribution  incidental  benefit ("MDIB")
          requirement  in  the  Treasury   regulations  issued  under  Code
          Sect.401(a)(9)   for  distributions   made   on  or   after   the
          Participant's   Required   Beginning   Date   and    before   the
          Participant's   death.  To  satisfy  the  MDIB  requirement,  the
          Advisory Committee will compute the minimum distribution required
          by  this  Section 6.02(A)  by  substituting  the applicable  MDIB
          divisor for the  applicable life expectancy  factor, if the  MDIB
          divisor is  a lesser  number. Following the  Participant's death,
          the  Advisory Committee  will  compute the  minimum  distribution
          required  by  this Section  6.02(A) solely  on  the basis  of the
          applicable  life expectancy  factor and  will disregard  the MDIB
          factor.  For Plan Years beginning  prior to January  1, 1989, the
          Plan  satisfies   the  incidental  benefits  requirement  if  the
          distributions  to the Participant  satisfied the MDIB requirement
          or if the present value of the retirement benefits payable solely
          to the  Participant is greater than  50% of the present  value of
          the   total  benefits   payable  to   the  Participant   and  his
          Beneficiaries.  The  Advisory  Committee  must  determine whether
          benefits to the  Beneficiary are  incidental as of  the date  the
          Trustee  is to commence payment of the retirement benefits to the
          Participant, or  as  of any  date  the Trustee  redetermines  the
          payment period to the Participant. 

               The minimum distribution for the first distribution calendar
          year  is due  by the Participant's  Required Beginning  Date. The
          minimum  distribution for  each subsequent  distribution calendar
          year,  including the  calendar  year in  which the  Participant's
          Required Beginning Date  occurs, is  due by December  31 of  that
          year. If the Participant  receives distribution in the form  of a
          Nontransferable Annuity Contract, the distribution satisfies this
          Section 6.02(A) if the contract complies with the requirements of
          Code Sect.401(a)(9) and the applicable Treasury regulations.
(B)  Minimum Distribution  Requirements  for  Beneficiaries.  The
          method  of distribution  to  the Participant's  Beneficiary  must
          satisfy  Code   Sect.401(a)(9)   and  the   applicable   Treasury
          regulations. If the Participant's death occurs after his Required
          Beginning Date or, if earlier, the date the Participant commences
          an  irrevocable annuity pursuant  to Section 6.04,  the method of
          payment to the Beneficiary must provide for completion of payment
          over a period  which does not exceed the payment period which had
          commenced for the Participant.  If the Participant's death occurs
          prior to his Required Beginning Date, and the Participant had not
          commenced an  irrevocable annuity  pursuant to Section  6.04, the
          method of  payment to the  Beneficiary, subject to  Section 6.04,
          must  provide for completion of payment to the Beneficiary over a
          period  not  exceeding:  (i)  5  years  after  the  date  of  the
          Participant's death; or  (ii) if the Beneficiary is  a designated
          Beneficiary,  the designated  Beneficiary's life  expectancy. The
          Advisory Committee  may not  direct payment of  the Participant's
          Nonforfeitable Accrued Benefit over  a period described in clause
          (ii) unless  the Trustee will commence payment  to the designated
          Beneficiary no  later than the December 31 following the close of
          the calendar year  in which the Participant's  death occurred or,
          if  later, and  the designated  Beneficiary is  the Participant's
          surviving spouse, December 31  of the calendar year in  which the
          Participant would have attained age 70 1/2. If the Trustee will make
          distribution  in  accordance   with  clause  (ii),   the  minimum
          distribution  for  a  calendar  year   equals  the  Participant's
          Nonforfeitable Accrued  Benefit as  of the latest  valuation date
          preceding  the  beginning of  the  calendar year  divided  by the
          designated Beneficiary's life  expectancy. The Advisory Committee
          must use the  unisex life expectancy multiples  under Treas. Reg.
          Sect.1.72-9 for purposes of applying this paragraph. The Advisory
          Committee, only upon the written request of the Participant or of
          the  Participant's  surviving spouse,  will recalculate  the life
          expectancy  of   the  Participant's  surviving  spouse  not  more
          frequently  than  annually,  but  may not  recalculate  the  life
          expectancy  of  a  nonspouse  designated  Beneficiary  after  the
          Trustee  commences payment  to  the designated  Beneficiary.  The
          Advisory  Committee will  apply  this paragraph  by treating  any
          amount paid to the Participant's  child, which becomes payable to
          the Participant's surviving spouse upon the child's attaining the
          age  of majority, as paid to  the Participant's surviving spouse.
          Upon  the Beneficiary's written  request, the  Advisory Committee
          must  direct the  Trustee to  accelerate payment  of all,  or any
          portion, of the Participant's unpaid  Accrued Benefit, as soon as
          administratively practicable following the effective date of that
          request.
6.03 BENEFIT PAYMENT  ELECTIONS.  Not earlier  than 90 days,
          but  not later  than  30 days, before  the Participant's  annuity
          starting  date, the  Advisory  Committee must  provide a  benefit
          notice to a Participant who is eligible to make an election under
          this  Section 6.03. The benefit notice  must explain the optional
          forms of benefit in the Plan, including the material features and
          relative values of  those options, and the Participant's right to
          defer  distribution   until  he  attains  the   later  of  Normal
          Retirement Age or age 62.

               If a Participant or Beneficiary makes an election prescribed
          by  this Section  6.03, the  Advisory Committee  will direct  the
          Trustee  to distribute  the Participant's  Nonforfeitable Accrued
          Benefit in accordance with that election. Any election under this
          Section 6.03 is subject  to the requirements of Section  6.02 and
          of  Section 6.04.  The Participant  or Beneficiary  must  make an
          election  under this Section 6.03 by filing his election with the
          Advisory Committee at any time before the Trustee otherwise would
          commence  to pay  a Participant's  Accrued Benefit  in accordance
          with the requirements of Article VI.

          (A) Participant  Elections After Separation from  Service. If the
          present value  of a Participant's  Nonforfeitable Accrued Benefit
          exceeds $3,500,  he  may  elect  to  have  the  Trustee  commence
          distribution  as of  any  distribution date  permitted under  the
          Employer's Adoption Agreement  Section 6.03. The Participant  may
          reconsider  an election at any time prior to the annuity starting
          date  and  elect  to  commence  distribution  as  of  any   other
          distribution  date   permitted  under  the   Employer's  Adoption
          Agreement Section 6.03. If the Participant is partially-vested in
          his  Accrued  Benefit, an  election under  this Paragraph  (A) to
          distribute  prior  to the  Participant's  incurring a  Forfeiture
          Break in  Service (as defined  in Section 5.08),  must be  in the
          form  of a  cash-out distribution  (as defined  in Article  V). A
          Participant may not receive a  cash-out distribution if, prior to
          the time  the Trustee  actually makes the  cash-out distribution,
          the  Participant   returns  to  employment   with  the  Employer.
          Following his attainment of  Normal Retirement Age, a Participant
          who has separated from  Service may elect distribution as  of any
          distribution date, irrespective  of the elections under  Adoption
          Agreement Section 6.03.
(B) Participant  Elections Prior to Separation  from Service. The
          Employer must specify in  its Adoption Agreement the distribution
          election  rights,  if  any,  a   Participant  has  prior  to  his
          Separation  from Service.  A  Participant must  make an  election
          under this Section 6.03(B)  on a form prescribed by  the Advisory
          Committee at any time during the Plan Year for which his election
          is to be effective. In his written election, the Participant must
          specify  the percentage or dollar amount he wishes the Trustee to
          distribute to  him. The Participant's election  relates solely to
          the percentage or  dollar amount specified  in his election  form
          and  his right  to elect  to  receive an  amount, if  any, for  a
          particular Plan Year greater than the dollar amount or percentage
          specified in his election form terminates on the Accounting Date.
          The  Trustee  must  make  a  distribution  to  a  Participant  in
          accordance with  his election  under this Section  6.03(B) within
          the 90 day  period (or as  soon as administratively  practicable)
          after  the  Participant  files  his  written  election  with  the
          Trustee.  The   Trustee  will  distribute  the   balance  of  the
          Participant's  Accrued  Benefit not  distributed pursuant  to his
          election(s) in  accordance with the other distribution provisions
          of this Plan. 

          (C) Death Benefit Elections. If the present value of the deceased
          Participant's Nonforfeitable Accrued Benefit exceeds  $3,500, the
          Participant's   Beneficiary  may   elect  to  have   the  Trustee
          distribute the Participant's Nonforfeitable Accrued  Benefit in a
          form  and  within  a  period permitted  under  Section  6.02. The
          Beneficiary's election is subject to any  restrictions designated
          in writing by  the Participant and not revoked as  of his date of
          death.

          (D)  Transitional Elections.  Notwithstanding  the provisions  of
          Sections  6.01  and 6.02,  if  the  Participant (or  Beneficiary)
          signed  a written  distribution designation  prior to  January 1,
          1984,  the Advisory Committee  must distribute  the Participant's
          Nonforfeitable   Accrued   Benefit   in   accordance   with  that
          designation, subject  however, to the  survivor requirements,  if
          applicable, of Sections 6.04, 6.05 and 6.06. This Section 6.03(D)
          does not  apply to a  pre-1984 distribution designation,  and the
          Advisory Committee will not comply with  that designation, if any
          of the  following applies: (1)  the method of  distribution would
          have disqualified the Plan under Code Sect.401(a)(9) as in effect
          on December 31, 1983; (2) the Participant did not have an Accrued
          Benefit as of December 31, 1983; (3) the distribution designation
          does not specify the timing and form of the distribution and  the
          death Beneficiaries (in order  of priority); (4) the substitution
          of a Beneficiary modifies the payment period of the distribution;
          or, (5) the Participant (or  Beneficiary) modifies or revokes the
          distribution designation. In the event of  a revocation, the Plan
          must distribute, no later  than December 31 of the  calendar year
          following  the   year  of   revocation,  the  amount   which  the
          Participant  would have  received  under Section  6.02(A) if  the
          distribution  designation  had not  been  in  effect or,  if  the
          Beneficiary  revokes  the  distribution  designation,  the amount
which the  Beneficiary would have received  under Section 6.02(B)
          if  the distribution  designation  had not  been  in effect.  The
          Advisory Committee  will apply this Section  6.03(D) to rollovers
          and   transfers   in  accordance   with  Part   J  of   the  Code
          Sect.401(a)(9) Treasury regulations.

               6.04 ANNUITY     DISTRIBUTIONS    TO     PARTICIPANTS    AND
          SURVIVING  SPOUSES.

          (A) Joint and  Survivor Annuity. The   Advisory  Committee   must
          direct  the   Trustee  to  distribute  a   married  or  unmarried
          Participant's  Nonforfeitable Accrued  Benefit in  the form  of a
          qualified  joint  and  survivor annuity,  unless  the Participant
          makes a valid waiver election (described in Section  6.05) within
          the 90  day period ending on the annuity starting date. If, as of
          the  annuity  starting  date,   the  Participant  is  married,  a
          qualified  joint and  survivor  annuity is  an immediate  annuity
          which  is  purchasable  with  the   Participant's  Nonforfeitable
          Accrued  Benefit  and  which  provides  a  life  annuity  for the
          Participant and a survivor annuity payable for the remaining life
          of  the Participant's surviving spouse equal to 50% of the amount
          of the annuity payable during the life of the Participant. If, as
          of the annuity starting  date, the Participant is not  married, a
          qualified joint and survivor annuity is an immediate life annuity
          for the  Participant which is purchasable  with the Participant's
          Nonforfeitable Accrued Benefit. On or before the annuity starting
          date,  the  Advisory  Committee, without  Participant  or spousal
          consent,  must  direct  the  Trustee  to  pay  the  Participant's
          Nonforfeitable  Accrued Benefit  in  a lump  sum,  in lieu  of  a
          qualified joint and survivor  annuity, in accordance with Section
          6.01, if the Participant's  Nonforfeitable Accrued Benefit is not
          greater  than $3,500.  This  Section 6.04(A)  applies  only to  a
          Participant who has completed  at least one Hour of  Service with
          the Employer after August 22, 1984.

          (B) Preretirement Survivor Annuity. If a married Participant dies
          prior to  his annuity starting date, the  Advisory Committee will
          direct the Trustee to  distribute a portion of the  Participant's
          Nonforfeitable Accrued  Benefit  to the  Participant's  surviving
          spouse in the  form of a  preretirement survivor annuity,  unless
          the  Participant has  a  valid waiver  election (as  described in
          Section 6.06) in effect, or unless the Participant and his spouse
          were not married  throughout the  one year period  ending on  the
          date of his death. A preretirement survivor annuity is an annuity
          which is purchasable with 50% of the Participant's Nonforfeitable
          Accrued Benefit  (determined as of the date  of the Participant's
          death) and which  is payable  for the life  of the  Participant's
          surviving spouse. The value of the preretirement survivor annuity
          is  attributable  to  Employer  contributions  and   to  Employee
          contributions  in  the  same   proportion  as  the  Participant's
          Nonforfeitable  Accrued   Benefit   is  attributable   to   those
          contributions.  The portion  of the  Participant's Nonforfeitable
          Accrued Benefit  not payable under  this paragraph is  payable to
          the  Participant's  Beneficiary,  in  accordance with  the  other
provisions  of this  Article  VI. If  the  present value  of  the
          preretirement  survivor  annuity  does  not  exceed  $3,500,  the
          Advisory Committee, on or before  the annuity starting date, must
          direct  the  Trustee  to make  a  lump  sum  distribution to  the
          Participant's  surviving  spouse,  in  lieu  of  a  preretirement
          survivor  annuity.  This  Section   6.04(B)  applies  only  to  a
          Participant who  dies  after  August 22,  1984,  and  either  (i)
          completes  at least one Hour  of Service with  the Employer after
          August 22, 1984, or (ii) separated  from Service with at least 10
          Years  of Service (as defined  in Section 5.06)  and completed at
          least  one Hour  of  Service with  the  Employer in  a Plan  Year
          beginning after December 31, 1975. 

          (C)  Surviving Spouse  Elections.  If the  present  value of  the
          preretirement survivor annuity exceeds $3,500,  the Participant's
          surviving  spouse may elect to  have the Trustee commence payment
          of the preretirement  survivor annuity at any  time following the
          date of the Participant's death, but not later than the mandatory
          distribution periods described in Section 6.02, and may elect any
          of the forms of payment described in Section 6.02, in lieu of the
          preretirement survivor annuity. In the  absence of an election by
          the  surviving spouse,  the  Advisory Committee  must direct  the
          Trustee to  distribute the preretirement survivor  annuity on the
          first distribution date following  the close of the Plan  Year in
          which  the  latest  of  the  following  events  occurs:  (i)  the
          Participant's  death;  (ii)  the  date   the  Advisory  Committee
          receives notification  of or otherwise confirms the Participant's
          death; (iii) the date the Participant would have attained  Normal
          Retirement  Age; or  (iv)  the date  the  Participant would  have
          attained age 62.

          (D)  Special  Rules. If  the Participant  has  in effect  a valid
          waiver  election  regarding  the  qualified  joint  and  survivor
          annuity  or the  preretirement  survivor  annuity,  the  Advisory
          Committee must direct the Trustee to distribute the Participant's
          Nonforfeitable Accrued Benefit in  accordance with Sections 6.01,
          6.02   and  6.03.   The  Advisory   Committee  will   reduce  the
          Participant's  Nonforfeitable  Accrued  Benefit by  any  security
          interest  (pursuant to  any offset  rights authorized  by Section
          10.03[E]) held  by the Plan  by reason of  a Participant loan  to
          determine the value of  the Participant's Nonforfeitable  Accrued
          Benefit  distributable  in the  form  of  a  qualified joint  and
          survivor annuity or preretirement  survivor annuity, provided any
          post-August 18,   1985,  loan   satisfied  the   spousal  consent
          requirement  described  in  Section  10.03[E] of  the  Plan.  For
          purposes  of applying  this  Article VI,  the Advisory  Committee
          treats a former spouse  as the Participant's spouse or  surviving
          spouse  to  the  extent   provided  under  a  qualified  domestic
          relations order described in Section 6.07. The provisions of this
          Section  6.04, and of Sections 6.05 and 6.06, apply separately to
          the portion  of the Participant's  Nonforfeitable Accrued Benefit
          subject  to the  qualified domestic  relations order  and  to the
          portion of the  Participant's Nonforfeitable Accrued  Benefit not
          subject to that order.
(E)  Profit Sharing  Plan  Election. If  this  Plan is  a  profit
          sharing plan, the  Employer must  elect the extent  to which  the
          preceding  provisions  of Section  6.04  apply.  If the  Employer
          elects to apply this Section 6.04 only to a Participant described
          in this Section 6.04(E), the preceding provisions of this Section
          6.04  apply only to the following Participants: (1) a Participant
          as respects whom the Plan is a direct or indirect transferee from
          a plan subject  to the  Code Sect.417 requirements  and the  Plan
          received  the  transfer  after  December  31,  1984,  unless  the
          transfer is an elective transfer described in Section 13.06;  (2)
          a Participant  who elects a life annuity distribution (if Section
          6.02 or  Section 13.02 of the Plan requires the Plan to provide a
          life annuity  distribution option);  and (3) a  Participant whose
          benefits under a defined benefit plan maintained by  the Employer
          are  offset by benefits provided under this Plan. If the Employer
          elects to  apply  this  Section 6.04  to  all  Participants,  the
          preceding  provisions   of  this   Section  6.04  apply   to  all
          Participants  described  in  the  first two  paragraphs  of  this
          Section 6.04,  without regard to the limitations  of this Section
          6.04(E).  Sections 6.05  and 6.06  only apply to  Participants to
          whom the preceding provisions of this Section 6.04 apply. 

               6.05 WAIVER ELECTION - QUALIFIED JOINT AND SURVIVOR ANNUITY.
           Not earlier than 90 days, but not later than 30 days, before the
          Participant's  annuity starting date, the Advisory Committee must
          provide the  Participant a written  explanation of the  terms and
          conditions  of  the qualified  joint  and  survivor annuity,  the
          Participant's  right to make, and  the effect of,  an election to
          waive the joint and  survivor form of benefit, the  rights of the
          Participant's  spouse  regarding  the  waiver  election  and  the
          Participant's right to make, and the effect of, a revocation of a
          waiver election. The Plan does not limit  the number of times the
          Participant  may  revoke a  waiver  of  the  qualified joint  and
          survivor annuity or make a new waiver during the election period.

               A married Participant's waiver  election is not valid unless
          (a)  the Participant's  spouse (to  whom the survivor  annuity is
          payable under  the qualified  joint and survivor  annuity), after
          the Participant has received the written explanation described in
          this  Section  6.05,  has  consented  in  writing  to the  waiver
          election,  the spouse's  consent acknowledges  the effect  of the
          election, and a notary  public or the Plan Administrator  (or his
          representative) witnesses  the spouse's consent,  (b) the  spouse
          consents to  the  alternate form  of  payment designated  by  the
          Participant  or to any change in that designated form of payment,
          and  (c) unless  the  spouse is  the  Participant's sole  primary
          Beneficiary, the spouse consents to the Participant's Beneficiary
          designation  or to  any change  in the  Participant's Beneficiary
          designation. The  spouse's consent to  a waiver of  the qualified
          joint and survivor annuity is irrevocable, unless the Participant
          revokes the  waiver election.  The spouse  may execute a  blanket
          consent  to any form of payment designation or to any Beneficiary
          designation made  by the Participant, if  the spouse acknowledges
the right to limit that consent to a specific designation but, in
          writing,  waives that  right.  The consent  requirements of  this
          Section 6.05 apply to  a former spouse of the Participant, to the
          extent  required  under  a  qualified  domestic  relations  order
          described in Section 6.07.

               The  Advisory  Committee  will  accept  as  valid  a  waiver
          election which does not  satisfy the spousal consent requirements
          if the  Advisory Committee  establishes the Participant  does not
          have a spouse, the  Advisory Committee is not able to  locate the
          Participant's spouse, the Participant is legally separated or has
          been  abandoned  (within  the  meaning  of  State  law)  and  the
          Participant  has  a  court   order  to  that  effect,   or  other
          circumstances  exist under  which the  Secretary of  the Treasury
          will excuse the consent  requirement. If the Participant's spouse
          is  legally  incompetent  to  give consent,  the  spouse's  legal
          guardian  (even if  the  guardian is  the  Participant) may  give
          consent. 

               6.06 WAIVER   ELECTION  -  PRERETIREMENT  SURVIVOR  ANNUITY.
          The Advisory Committee must provide  a written explanation of the
          preretirement  survivor  annuity  to  each  married  Participant,
          within  the following  period  which ends  last:  (1) the  period
          beginning  on  the  first  day of  the  Plan  Year  in which  the
          Participant attains age 32 and ending on the last day of the Plan
          Year  in which the Participant  attains age 34;  (2) a reasonable
          period after an Employee becomes a Participant;  (3) a reasonable
          period after the  joint and survivor  rules become applicable  to
          the  Participant; or  (4)  a  reasonable  period  after  a  fully
          subsidized preretirement survivor annuity no longer satisfies the
          requirements for a fully  subsidized benefit. A reasonable period
          described in clauses (2), (3) and (4) is the period beginning one
          year  before and ending one  year after the  applicable event. If
          the Participant  separates from Service before  attaining age 35,
          clauses  (1), (2),  (3) and  (4) do  not  apply and  the Advisory
          Committee must provide the  written explanation within the period
          beginning  one  year  before  and  ending  one  year  after   the
          Separation from  Service. The written explanation  must describe,
          in a manner  consistent with Treasury regulations,  the terms and
          conditions of the  preretirement survivor  annuity comparable  to
          the  explanation  of the  qualified  joint  and survivor  annuity
          required under Section 6.05.  The Plan does not limit  the number
          of times the Participant may revoke a waiver of the preretirement
          survivor annuity or make a new waiver during the election period.
A  Participant's  waiver   election  of  the   preretirement
          survivor annuity  is not valid  unless (a) the  Participant makes
          the waiver election  no earlier  than the first  day of the  Plan
          Year in which he attains age  35 and (b) the Participant's spouse
          (to whom the preretirement survivor annuity is payable) satisfies
          the consent  requirements described  in Section 6.05,  except the
          spouse need  not consent to  the form of  benefit payable to  the
          designated Beneficiary. The spouse's consent to the waiver of the
          preretirement   survivor  annuity  is   irrevocable,  unless  the
          Participant revokes the waiver election. Irrespective of the time
          of  election   requirement  described  in  clause   (a),  if  the
          Participant  separates from Service prior to the first day of the
          Plan Year in which he attains age 35, the Advisory Committee will
          accept a  waiver election  as respects the  Participant's Accrued
          Benefit  attributable to his Service prior to his Separation from
          Service. Furthermore, if a Participant who has not separated from
          Service  makes a  valid waiver  election, except  for the  timing
          requirement  of clause  (a), the  Advisory Committee  will accept
          that election as valid, but only until the first day  of the Plan
          Year in which the  Participant attains age 35. A  waiver election
          described  in this paragraph is  not valid unless  made after the
          Participant  has received  the written  explanation described  in
          this Section 6.06.

               6.07 DISTRIBUTIONS UNDER DOMESTIC RELATIONS  ORDERS. Nothing
          contained in this Plan prevents  the Trustee, in  accordance with
          the direction of the Advisory Committee, from  complying with the
          provisions of a qualified domestic relations order (as defined in
          Code Sect.414(p)). This Plan specifically permits distribution to
          an alternate payee under a  qualified domestic relations order at
          any time,  irrespective of  whether the Participant  has attained
          his earliest  retirement age (as defined  under Code Sect.414(p))
          under the Plan. A distribution to an alternate payee prior to the
          Participant's attainment  of earliest retirement age is available
          only if: (1)  the order  specifies distribution at  that time  or
          permits  an agreement between the Plan and the alternate payee to
          authorize an  earlier distribution; and (2) if  the present value
          of the  alternate payee's benefits under the Plan exceeds $3,500,
          and  the order  requires,  the alternate  payee  consents to  any
          distribution occurring prior  to the Participant's attainment  of
          earliest  retirement age.  The  Employer, in  an addendum  to its
          Adoption Agreement numbered 6.07, may elect to limit distribution
          to  an alternate payee only when the Participant has attained his
          earliest retirement age  under the Plan. Nothing  in this Section
          6.07 gives a  Participant a  right to receive  distribution at  a
          time  otherwise not permitted under  the Plan nor  does it permit
          the  alternate payee to receive  a form of  payment not otherwise
          permitted under the Plan.
The  Advisory Committee must establish reasonable procedures
          to determine  the qualified status of a domestic relations order.
          Upon receiving a domestic relations order, the Advisory Committee
          promptly  will notify  the  Participant and  any alternate  payee
          named in the  order, in writing, of the receipt  of the order and
          the Plan's procedures for determining the qualified status of the
          order. Within  a reasonable  period of  time after receiving  the
          domestic relations  order, the Advisory Committee  must determine
          the qualified status of the order and must notify the Participant
          and each  alternate payee, in writing, of  its determination. The
          Advisory Committee  must provide  notice under this  paragraph by
          mailing  to the  individual's address  specified in  the domestic
          relations order, or  in a  manner consistent  with Department  of
          Labor regulations. 

               If any  portion of the  Participant's Nonforfeitable Accrued
          Benefit is  payable during the  period the Advisory  Committee is
          making its determination of the qualified status  of the domestic
          relations  order, the  Advisory  Committee must  make a  separate
          accounting  of the  amounts  payable. If  the Advisory  Committee
          determines  the order  is  a qualified  domestic relations  order
          within  18 months of the date amounts first are payable following
          receipt  of the  order,  the Advisory  Committee will  direct the
          Trustee  to distribute the payable amounts in accordance with the
          order. If the  Advisory Committee does not make its determination
          of  the  qualified  status  of  the  order  within  the  18-month
          determination  period,  the  Advisory Committee  will  direct the
          Trustee  to distribute the payable amounts in the manner the Plan
          would  distribute if the order  did not exist  and will apply the
          order prospectively  if the Advisory  Committee later  determines
          the order is a qualified domestic relations order. 

               To  the extent it is not inconsistent with the provisions of
          the qualified  domestic relations  order, the Advisory  Committee
          may  direct the  Trustee to  invest any  partitioned amount  in a
          segregated  subaccount  or separate  account  and  to invest  the
          account in Federally insured, interest-bearing savings account(s)
          or time deposit(s) (or a combination of both),  or in other fixed
          income investments. A segregated subaccount remains a part of the
          Trust,  but it alone shares in any  income it earns, and it alone
          bears any expense  or loss it incurs.  The Trustee will  make any
          payments  or distributions  required under  this Section  6.07 by
          separate  benefit checks  or other  separate distribution  to the
          alternate payee(s). 

              *   *   *   *   *   *   *   *   *   *   *   *   *   *   *
ARTICLE VII 
                         EMPLOYER ADMINISTRATIVE PROVISIONS 

               7.01 INFORMATION   TO  COMMITTEE.   The Employer must supply
          current  information to the Advisory  Committee as  to  the name,
          date of birth, date of employment, annual compensation, leaves of
          absence, Years of  Service and date of  termination of employment
          of  each Employee who  is, or who  will be eligible  to become, a
          Participant under  the Plan, together with  any other information
          which  the Advisory Committee considers necessary. The Employer's
          records as to  the current information the  Employer furnishes to
          the Advisory Committee are conclusive as to all persons. 

               7.02 NO  LIABILITY. The  Employer assumes  no obligation  or
          responsibility  to   any  of  its   Employees,  Participants   or
          Beneficiaries for any  act of, or failure to act,  on the part of
          its  Advisory  Committee (unless  the  Employer  is the  Advisory
          Committee),  the  Trustee, the  Custodian,  if any,  or  the Plan
          Administrator (unless the Employer is the Plan Administrator). 

               7.03 INDEMNITY  OF  CERTAIN  FIDUCIARIES.   Subject  to  the
          provisions  of this Section 7.03, to the full extent permitted by
          law, the Employer  shall indemnify each past, present  and future
          Plan Administrator, member of  the Advisory Committee and Trustee
          (or  Custodian)  (hereinafter all  such  indemnified  persons and
          entities  shall  be  jointly  and severally  referred  to  as the
          "Indemnified Party") against, and each Indemnified Party shall be
          entitled  without further act on  his part to  indemnity from the
          Employer for, any and all losses, liabilities, costs and expenses
          (including  the amount  of  judgements,  court costs,  reasonable
          attorneys' fees, and the amount of approved settlements made with
          a  view to  the curtailment  of costs  of litigation,  other than
          amounts paid to the Employer itself) incurred by such Indemnified
          Party  in  connection  with  or   arising  out  of  any  pending,
          threatened  or  anticipated  possible   action,  suit,  or  other
          proceeding, including any investigation that might lead to such a
          proceeding, in which he is or may  be involved by reason of or in
          connection with  his being or  having been a  Plan Administrator,
          member of  the Advisory Committee, Trustee  or Custodian, whether
          or not  he continues  to be a  Plan Administrator, member  of the
          Advisory Committee, Trustee or Custodian at the time of incurring
          any such  losses, liabilities, costs and  expenses (collectively,
          the "Losses");  provided, however, that such  indemnity shall not
          include any  losses, liabilities, costs and  expenses incurred by
          such  Indemnified Party  (i) with  respect to  any matters  as to
          which  he is  finally  adjudged  in  any  such  action,  suit  or
          proceeding  to have been guilty of gross negligence, bad faith or
          intentional misconduct in the performance of his duties as a Plan
          Administrator,  member  of  the Advisory  Committee,  Trustee  or
          Custodian,  or (ii) with respect to any matter to the extent that
          a settlement thereof  is effected in an  amount in excess  of the
          amount  approved by  the Employer,  which approval  shall not  be
          unreasonably withheld.
The   Employer's  obligation   hereunder   to   indemnify   the
          Indemnified Party  shall exist  without regard  to  the cause  or
          causes of the matters  for which indemnity is owed  and expressly
          includes  (but  is  not  limited  to)  the  Losses,  directly  or
          indirectly, relating to, based upon, arising out of, or resulting
          from any conceivable or possible combination of negligence, fault
          or  wrong  doing, it  being the  express  specific intent  of the
          Employer   to  provide   the  maximum   possible  indemnification
          protection  hereunder, but  excluding  any such  Losses that  are
          found  by  a court  of  competent jurisdiction  to  have resulted
          solely  from   gross  negligence,   bad   faith  or   intentional
          misconduct.

               No right of indemnification hereunder shall be available to,
          or  enforceable by,  any  such Indemnified  Party unless,  within
          sixty (60) days after his actual receipt of service of process in
          any  such action, suit or other proceeding (or such longer period
          as  may be approved by  the Employer), he  shall have offered the
          Employer, in  writing, the opportunity to handle  and defend same
          at its sole expense.  The  decision by the Employer to handle the
          proceeding shall  conclusively  determine that  such  Indemnified
          Party is entitled  to the indemnity  provided herein unless  then
          otherwise  expressly agreed by the Indemnified  Party.  Until and
          unless  a  final  judicial   determination  has  been  made  that
          indemnity   is  not  applicable,  all  such  Indemnified  Party's
          expenses  shall be promptly and  fully paid or  reimbursed by the
          Employer  upon demand  by such  person.   The foregoing  right of
          indemnification shall inure to the benefit of the successors  and
          assigns, and of the heirs, executors, administrators and personal
          representatives of  each such Indemnified  Party and shall  be in
          additions to all other rights to which such Indemnified Party may
          be entitled as  a matter  of law,  contract, or  otherwise.   The
          indemnification provisions of this Section 7.03 shall not relieve
          any  Indemnified Party from any liability he may have under ERISA
          for breach of fiduciary duty.  Furthermore, any Indemnified Party
          and  the   Employer  may  execute  a   letter  agreement  further
          delineating the  indemnification agreement of  this Section 7.03,
          provided the  letter agreement must  be consistent with  and does
          not  violate  ERISA.   Subject to  the  above provisions  of this
          Section 7.03, the indemnification provisions of this Section 7.03
          extend to each Indemnified Party except to the extent provided by
          a  letter agreement executed by  the Employer and  any person who
          otherwise would be an Indemnified Party under this Section 7.03.

               7.04 EMPLOYER DIRECTION OF INVESTMENT.  The Employer has the
          right to  direct the Trustee with  respect to the  investment and
          re-investment  of assets  comprising the  Trust Fund only  if the
          Trustee  consents in  writing to  permit such  direction. If  the
          Trustee consents to Employer direction of investment, the Trustee
          and the Employer  must execute a  letter agreement as  a part  of
          this  Plan  containing  such  conditions,  limitations  and other
          provisions they  deem appropriate before the  Trustee will follow
          any  Employer   direction   as   respects   the   investment   or
          re-investment of any part of the Trust Fund.
7.05 AMENDMENT  TO VESTING  SCHEDULE.  Though  the  Employer
          reserves the  right to  amend  the vesting schedule  at any time,
          the  Advisory  Committee  will  not  apply  the  amended  vesting
          schedule   to  reduce   the  Nonforfeitable  percentage   of  any
          Participant's Accrued Benefit derived from Employer contributions
          (determined as  of the later of the  date the Employer adopts the
          amendment,  or the  date the  amendment becomes  effective)  to a
          percentage less than the Nonforfeitable percentage computed under
          the Plan  without  regard to  the amendment.  An amended  vesting
          schedule will  apply to  a  Participant only  if the  Participant
          receives credit  for at least  one Hour of Service  after the new
          schedule becomes effective.

               If the Employer makes a permissible amendment to the vesting
          schedule, each  Participant having  at least 3  Years of  Service
          with  the  Employer  may elect  to  have  the  percentage of  his
          Nonforfeitable Accrued  Benefit computed  under the  Plan without
          regard  to  the  amendment.  For Plan  Years  beginning  prior to
          January 1, 1989, the election described in the preceding sentence
          applies only to Participants  having at least 5 Years  of Service
          with the  Employer. The Participant  must file his  election with
          the Advisory  Committee within 60  days of the latest  of (a) the
          Employer's  adoption of the amendment; (b)  the effective date of
          the amendment; or (c) his receipt of a copy of the amendment. The
          Advisory  Committee, as soon as  practicable, must forward a true
          copy  of any amendment to  the vesting schedule  to each affected
          Participant,  together with an  explanation of the  effect of the
          amendment, the  appropriate form  upon which the  Participant may
          make an  election to remain  under the vesting  schedule provided
          under  the Plan  prior to  the amendment  and notice of  the time
          within  which  the Participant  must make  an election  to remain
          under the prior vesting schedule. The election described  in this
          Section  7.05  does not  apply to  a  Participant if  the amended
          vesting  schedule provides for vesting  at least as  rapid at all
          times as the vesting  schedule in effect prior to  the amendment.
          For  purposes of this Section  7.05, an amendment  to the vesting
          schedule includes any Plan amendment which directly or indirectly
          affects the  computation of  the Nonforfeitable percentage  of an
          Employee's  rights  to  his  Employer  derived  Accrued  Benefit.
          Furthermore, the Advisory Committee  must treat any shift  in the
          vesting schedule, due to a change in the Plan's top heavy status,
          as  an amendment  to the  vesting schedule  for purposes  of this
          Section 7.05. 

              *   *   *   *   *   *   *   *   *   *   *   *   *   *   *
ARTICLE VIII 
                        PARTICIPANT ADMINISTRATIVE PROVISIONS 

               8.01 BENEFICIARY DESIGNATION. Any  Participant may from time
          to   time  designate,   in  writing,   any  person   or  persons,
          contingently or successively,  to whom the  Trustee will pay  his
          Nonforfeitable  Accrued  Benefit  (including any  life  insurance
          proceeds  payable to the  Participant's Account) in  the event of
          his death and the  Participant may designate the form  and method
          of payment.  The Advisory Committee  will prescribe the  form for
          the   written   designation   of   Beneficiary  and,   upon   the
          Participant's filing  the form  with the Advisory  Committee, the
          form  effectively revokes  all designations  filed prior  to that
          date by the same Participant. 

          (A)  Coordination with  survivor requirements.  If the  joint and
          survivor  requirements of  Article VI  apply to  the Participant,
          this  Section 8.01  does not impose  any special  spousal consent
          requirements  on  the   Participant's  Beneficiary   designation.
          However,  in  the absence  of  spousal  consent (as  required  by
          Article VI) to the Participant's Beneficiary designation: (1) any
          waiver  of the joint and survivor annuity or of the preretirement
          survivor  annuity is not valid;  and (2) if  the Participant dies
          prior to his annuity starting date, the Participant's Beneficiary
          designation will apply only  to the portion of the  death benefit
          which  is  not  payable  as  a  preretirement  survivor  annuity.
          Regarding clause (2), if the Participant's surviving spouse is  a
          primary   Beneficiary   under   the   Participant's   Beneficiary
          designation, the  Trustee will  satisfy the spouse's  interest in
          the Participant's death benefit  first from the portion  which is
          payable as a preretirement survivor annuity.

          (B)  Profit sharing  plan  exception. If  the  Plan is  a  profit
          sharing  plan, the  Beneficiary designation  of a  married Exempt
          Participant is not valid unless the Participant's spouse consents
          (in  a manner  described  in  Section  6.05) to  the  Beneficiary
          designation. An  "Exempt Participant" is a Participant who is not
          subject to the joint and survivor requirements of Article VI. The
          spousal consent requirement in  this paragraph does not  apply if
          the Exempt Participant and his spouse are not  married throughout
          the  one  year period  ending on  the  date of  the Participant's
          death,  or if the Participant's  spouse is the Participant's sole
          primary Beneficiary. 

               8.02 NO BENEFICIARY DESIGNATION/DEATH  OF BENEFICIARY. If  a
          Participant  fails to name  a   Beneficiary  in  accordance  with
          Section  8.01,  or if  the  Beneficiary  named by  a  Participant
          predeceases  him, then  the  Trustee will  pay the  Participant's
          Nonforfeitable Accrued Benefit in accordance with Section 6.02 in
          the  following order of priority, unless the Employer specifies a
          different order  of  priority  in an  addendum  to  its  Adoption
          Agreement, to:
(a) The Participant's surviving spouse; 

               (b) The Participant's surviving children,  including adopted
          children, in equal shares; 

               (c) The Participant's surviving parents, in equal shares; or

               (d) The Participant's estate. 

               If the Beneficiary does  not predecease the Participant, but
          dies   prior   to  distribution   of  the   Participant's  entire
          Nonforfeitable  Accrued  Benefit,  the   Trustee  will  pay   the
          remaining  Nonforfeitable Accrued  Benefit  to the  Beneficiary's
          estate unless the Participant's Beneficiary  designation provides
          otherwise  or  unless  the  Employer provides  otherwise  in  its
          Adoption Agreement. If the Plan is a profit sharing plan, and the
          Plan includes Exempt Participants, the Employer may not specify a
          different order of priority in the Adoption Agreement unless  the
          Participant's  surviving spouse  will be  first in  the different
          order of priority. The Advisory Committee will direct the Trustee
          as to the method and to whom the Trustee will  make payment under
          this Section 8.02. 

               8.03 PERSONAL DATA TO COMMITTEE.   Each Participant and each
          Beneficiary  of  a   deceased  Participant  must furnish  to  the
          Advisory  Committee such  evidence,  data or  information as  the
          Advisory  Committee  considers  necessary  or  desirable for  the
          purpose of  administering the Plan.  The provisions of  this Plan
          are  effective  for the  benefit  of  each Participant  upon  the
          condition precedent  that each Participant will  furnish promptly
          full,  true  and complete  evidence,  data  and information  when
          requested  by  the  Advisory  Committee,  provided  the  Advisory
          Committee  advises each Participant of  the effect of his failure
          to comply with its request. 

               8.04 ADDRESS  FOR  NOTIFICATION. Each  Participant  and each
          Beneficiary of a deceased Participant must file with the Advisory
          Committee  from time to time, in writing, his post office address
          and  any  change  of  post  office  address.  Any  communication,
          statement or  notice addressed to a  Participant, or Beneficiary,
          at   his  last  post  office  address  filed  with  the  Advisory
          Committee, or as shown on the records  of the Employer, binds the
          Participant, or Beneficiary, for all purposes of this Plan. 

               8.05 ASSIGNMENT OR ALIENATION.  Subject to Code  Sect.414(p)
          relating  to  qualified  domestic  relations  orders,  neither  a
          Participant nor a Beneficiary  may anticipate, assign or alienate
          (either at law or in equity) any benefit provided under the Plan,
          and  the  Trustee  will  not  recognize  any  such  anticipation,
          assignment or  alienation. Furthermore, a benefit  under the Plan
          is  not subject  to attachment,  garnishment, levy,  execution or
          other legal or equitable process.
8.06 NOTICE  OF CHANGE  IN TERMS.   The  Plan Administrator,
          within   the  time   prescribed   by ERISA  and   the  applicable
          regulations, must  furnish all  Participants and  Beneficiaries a
          summary  description  of any  material amendment  to the  Plan or
          notice of  discontinuance of the  Plan and all  other information
          required by ERISA to be furnished without charge. 

               8.07 LITIGATION  AGAINST THE  TRUST.  A  court of  competent
          jurisdiction  may authorize  any appropriate equitable  relief to
          redress violations of ERISA or to enforce any provisions of ERISA
          or the terms of  the Plan. A fiduciary may  receive reimbursement
          of expenses properly and actually  incurred in the performance of
          his duties with the Plan.

               8.08 INFORMATION AVAILABLE.  Any  Participant in the Plan or
          any  Beneficiary may   examine  copies of  the  Plan description,
          latest  annual report,  any bargaining  agreement, this  Plan and
          Trust,  contract or any other instrument under which the Plan was
          established or is operated.  The Plan Administrator will maintain
          all of the items listed in this Section 8.08 in his office, or in
          such other  place or places as he may designate from time to time
          in order to comply  with the regulations issued under  ERISA, for
          examination during  reasonable business hours.  Upon the  written
          request of  a Participant  or Beneficiary the  Plan Administrator
          must  furnish him with a copy of  any item listed in this Section
          8.08.  The Plan Administrator may make a reasonable charge to the
          requesting person for the copy so furnished. 

               8.09 APPEAL PROCEDURE FOR DENIAL OF BENEFITS.  A Participant
          or  a   Beneficiary ("Claimant")  may  file   with  the  Advisory
          Committee a written  claim for  benefits, if  the Participant  or
          Beneficiary  determines the  distribution procedures of  the Plan
          have not provided him  his proper Nonforfeitable Accrued Benefit.
          The Advisory Committee must render a decision on the claim within
          60  days of the Claimant's  written claim for  benefits. The Plan
          Administrator  must provide  adequate  notice in  writing to  the
          Claimant  whose claim  for benefits under  the Plan  the Advisory
          Committee  has denied.  The  Plan Administrator's  notice to  the
          Claimant must set forth: 

               (a) The specific reason for the denial; 

               (b)  Specific references  to  pertinent  Plan provisions  on
               which the Advisory Committee based its denial; 

               (c) A description of any additional material and information
               needed  for  the  Claimant  to  perfect  his  claim  and  an
               explanation of  why the  material or information  is needed;
               and
(d)  That  any appeal  the Claimant  wishes  to make  of the
               adverse  determination must  be in  writing to  the Advisory
               Committee  within   75  days  after  receipt   of  the  Plan
               Administrator's notice  of  denial  of  benefits.  The  Plan
               Administrator's notice must further advise the Claimant that
               his failure to  appeal the action to the  Advisory Committee
               in writing within the 75-day period will render the Advisory
               Committee's determination final, binding and conclusive. 

               If the Claimant should appeal to the Advisory Committee, he,
          or his  duly authorized  representative, may submit,  in writing,
          whatever  issues   and  comments  he,  or   his  duly  authorized
          representative, feels  are pertinent.  The Claimant, or  his duly
          authorized representative,  may review pertinent  Plan documents.
          The Advisory Committee  will re-examine all facts related  to the
          appeal and make a final determination as to whether the denial of
          benefits  is  justified  under the  circumstances.  The  Advisory
          Committee must advise the Claimant of its decision within 60 days
          of  the Claimant's  written  request for  review, unless  special
          circumstances (such as a  hearing) would make the rendering  of a
          decision  within the 60-day limit unfeasible, but in no event may
          the Advisory Committee render a decision  respecting a denial for
          a claim for  benefits later than 120 days after  its receipt of a
          request for review. 

               The Plan  Administrator's notice of denial  of benefits must
          identify  the name of each  member of the  Advisory Committee and
          the name and address of the Advisory Committee member to whom the
          Claimant may forward his appeal. 

               8.10 PARTICIPANT DIRECTION OF INVESTMENT.  A Participant has
          the right to direct the Trustee with respect to the investment or
          re-investment   of  the   assets  comprising   the  Participant's
          individual Account  only if  the Trustee  consents in writing  to
          permit  such direction.  If the  Trustee consents  to Participant
          direction of  investment, the Trustee will  accept direction from
          each  Participant on  a written election  form (or  other written
          agreement), as a part  of this Plan, containing such  conditions,
          limitations  and other  provisions the parties  deem appropriate.
          The  Trustee  or,  with   the  Trustee's  consent,  the  Advisory
          Committee,   may   establish  written   procedures,  incorporated
          specifically  as  part  of  this Plan,  relating  to  Participant
          direction of investment under this Section 8.10. The Trustee will
          maintain  a  segregated  investment   Account  to  the  extent  a
          Participant's  Account is subject  to Participant self-direction.
          The Trustee is not liable for any loss, nor is the Trustee liable
          for any breach, resulting  from a Participant's direction of  the
          investment of any part of his directed Account.
The Advisory Committee, to the extent provided in a  written
          loan policy adopted under Section 9.04, will treat a loan made to
          a Participant as a Participant direction of investment under this
          Section 8.10. To the extent of  the loan outstanding at any time,
          the borrowing Participant's Account  alone shares in any interest
          paid  on the  loan, and  it alone  bears any  expense or  loss it
          incurs  in connection with the  loan. The Trustee  may retain any
          principal or interest paid on the borrowing Participant's loan in
          an interest bearing segregated Account on behalf of the borrowing
          Participant  until the  Trustee (or the  Named Fiduciary,  in the
          case of a nondiscretionary  Trustee) deems it appropriate to  add
          the amount paid  to the Participant's separate  Account under the
          Plan.

               If  the   Trustee  consents  to  Participant   direction  of
          investment of his  Account, the Plan treats any post-December 31,
          1981,  investment   by  a   Participant's  directed   Account  in
          collectibles  (as  defined  by  Code  Sect.408(m))  as  a  deemed
          distribution to the Participant for Federal income tax purposes. 

              *   *   *   *   *   *   *   *   *   *   *   *   *   *   *
ARTICLE IX 
              ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANTS'
          ACCOUNTS 

               9.01 MEMBERS'  COMPENSATION,  EXPENSES.  The  Employer  must
          appoint an Advisory Committee to administer the Plan, the members
          of which may or may not be Participants in the Plan, or which may
          be  the Plan  Administrator acting  alone. In  the absence  of an
          Advisory  Committee appointment,  the Plan  Administrator assumes
          the   powers,  duties   and  responsibilities  of   the  Advisory
          Committee.  The  members of  the  Advisory  Committee will  serve
          without compensation for services as such,  but the Employer will
          pay  all expenses of the Advisory Committee, except to the extent
          the Trust properly pays for such expenses, pursuant to Article X.

               9.02 TERM.  Each member  of  the  Advisory Committee  serves
          until the appointment of his successor. 

               9.03 POWERS. In case of  a vacancy in the membership  of the
          Advisory  Committee,  the  remaining  members  of   the  Advisory
          Committee  may  exercise any  and all  of the  powers, authority,
          duties  and  discretion  conferred  upon  the  Advisory Committee
          pending the filling of the vacancy. 

               9.04 GENERAL.  The  Advisory  Committee  has  the  following
          powers and duties: 

               (a)  To  select a Secretary, who need not be a member of the
               Advisory Committee; 

               (b)  To determine  the rights of eligibility  of an Employee
               to participate  in the  Plan, the value  of a  Participant's
               Accrued Benefit  and the  Nonforfeitable percentage of  each
               Participant's Accrued Benefit; 

               (c)  To adopt  rules of procedure  and regulations necessary
               for  the proper  and  efficient administration  of the  Plan
               provided the  rules are not  inconsistent with the  terms of
               this Agreement; 

               (d)  To construe and enforce  the terms of the Plan  and the
               rules and regulations it adopts, including interpretation of
               the  Plan  documents and  documents  related  to the  Plan's
               operation; 

               (e)  To  direct the  Trustee as  respects the  crediting and
               distribution of the Trust; 

               (f)  To review  and render decisions respecting  a claim for
               (or denial of a claim for) a benefit under the Plan; 

               (g)  To  furnish  the Employer  with  information which  the
               Employer may require for tax or other purposes;
(h)  To  engage the  service  of  agents  whom it  may  deem
               advisable to assist it with the performance of its duties; 

               (i)  To  engage the  services  of an  Investment Manager  or
               Managers (as defined in ERISA Sect.3(38)), each of whom will
               have  full power and authority to manage, acquire or dispose
               (or  direct  the  Trustee  with respect  to  acquisition  or
               disposition) of any Plan asset under its control; 

               (j)  To    establish,    in   its    sole    discretion,   a
               nondiscriminatory  policy (see  Section  9.04(A)) which  the
               Trustee   must  observe   in  making   loans,  if   any,  to
               Participants and Beneficiaries; and 

               (k)  To establish  and maintain  a funding  standard account
               and to make credits and charges to the account to the extent
               required by  and in  accordance with  the provisions  of the
               Code. 

               The  Advisory Committee  must  exercise all  of its  powers,
          duties  and   discretion  under  the   Plan  in  a   uniform  and
          nondiscriminatory manner. 

          (A)  Loan Policy. If the Advisory Committee adopts a loan policy,
          pursuant  to paragraph  (j), the  loan policy  must be  a written
          document  and must  include: (1)  the identity  of the  person or
          positions authorized  to administer the participant loan program;
          (2) a  procedure for applying for the  loan; (3) the criteria for
          approving  or denying a loan; (4) the limitations, if any, on the
          types  and amounts  of  loans available;  (5)  the procedure  for
          determining  a  reasonable rate  of  interest; (6)  the  types of
          collateral  which  may  secure  the  loan;  and  (7)  the  events
          constituting default and the steps the Plan will take to preserve
          plan   assets  in  the  event   of  default.  This  Section  9.04
          specifically incorporates  a written loan  policy as part  of the
          Employer's Plan.

               9.05 FUNDING POLICY. The Advisory Committee will review, not
          less often than annually,  all pertinent Employee information and
          Plan  data in order to  establish the funding  policy of the Plan
          and  to determine  the  appropriate methods  of carrying  out the
          Plan's  objectives.  The  Advisory  Committee   must  communicate
          periodically,  as it deems appropriate, to the Trustee and to any
          Plan  Investment  Manager  the  Plan's  short-term  and long-term
          financial needs so investment policy can be coordinated with Plan
          financial requirements. 

               9.06 MANNER OF  ACTION. The  decision of  a majority  of the
          members appointed and  qualified controls.
9.07 AUTHORIZED   REPRESENTATIVE.  The   Advisory  Committee
          may   authorize   any  one  of its members, or  its Secretary, to
          sign  on  its  behalf   any  notices,  directions,  applications,
          certificates,  consents, approvals,  waivers,  letters  or  other
          documents. The Advisory Committee must evidence this authority by
          an instrument signed by all members and filed with the Trustee. 

               9.08 INTERESTED    MEMBER.     No  member  of  the  Advisory
          Committee may  decide  or   determine any  matter concerning  the
          distribution, nature or method of settlement of his own  benefits
          under  the Plan,  except in  exercising an election  available to
          that member in  his capacity  as a Participant,  unless the  Plan
          Administrator is acting  alone in  the capacity  of the  Advisory
          Committee. 

               9.09 INDIVIDUAL   ACCOUNTS.    The Advisory  Committee  will
          maintain, or direct the  Trustee to maintain, a separate Account,
          or  multiple Accounts, in the name of each Participant to reflect
          the  Participant's   Accrued  Benefit   under  the  Plan.   If  a
          Participant  re-enters  the  Plan  subsequent  to  his  having  a
          Forfeiture  Break  in Service,  the  Advisory  Committee, or  the
          Trustee, must  maintain a separate Account  for the Participant's
          pre-Forfeiture Break  in Service  Accrued Benefit and  a separate
          Account for his post-Forfeiture Break in Service Accrued Benefit,
          unless the Participant's entire Accrued Benefit under the Plan is
          100% Nonforfeitable. 

               The Advisory Committee will make its allocations, or request
          the  Trustee  to make  its allocations,  to  the Accounts  of the
          Participants in  accordance with the provisions  of Section 9.11.
          The  Advisory  Committee may  direct  the Trustee  to  maintain a
          temporary  segregated  investment  Account   in  the  name  of  a
          Participant to  prevent  a distortion  of  income, gain  or  loss
          allocations  under Section  9.11.  The  Advisory  Committee  must
          maintain records of its activities. 

               9.10 VALUE OF  PARTICIPANT'S ACCRUED BENEFIT.  The value  of
          each Participant's   Accrued Benefit consists  of that proportion
          of the  net worth (at fair market  value) of the Employer's Trust
          Fund  which the net credit  balance in his  Account (exclusive of
          the cash  value of incidental benefit  insurance contracts) bears
          to the total net credit balance in the Accounts (exclusive of the
          cash value of  the incidental benefit insurance contracts) of all
          Participants  plus the  cash  surrender value  of any  incidental
          benefit  insurance   contracts  held   by  the  Trustee   on  the
          Participant's life.
For  purposes of a distribution under the Plan, the value of
          a  Participant's Accrued Benefit is its value as of the valuation
          date  immediately preceding  the  date of  the distribution.  Any
          distribution   (other  than  a  distribution  from  a  segregated
          Account)  made to a Participant (or to his Beneficiary) more than
          90 days after the most recent valuation date may include interest
          on  the amount  of the  distribution as an  expense of  the Trust
          Fund. The interest, if  any, accrues from such valuation  date to
          the  date  of the  distribution at  the  rate established  in the
          Employer's Adoption Agreement.

               9.11 ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS.
          A "valuation date" under  this Plan is  each Accounting Date  and
          each interim valuation date determined under Section 10.14. As of
          each valuation  date the Advisory Committee  must adjust Accounts
          to  reflect net  income, gain  or loss  since the  last valuation
          date.  The valuation period is the period beginning the day after
          the last valuation date and ending on the current valuation date.

          (A)  Trust  Fund  Accounts.  The allocation  provisions  of  this
          paragraph apply to all Participant Accounts other than segregated
          investment Accounts. The Advisory Committee first will adjust the
          Participant Accounts, as those Accounts stood at the beginning of
          the  current valuation period,  by reducing the  Accounts for any
          forfeitures arising under Section 5.09 or under Section 9.14, for
          amounts charged  during the valuation  period to the  Accounts in
          accordance  with  Section  9.13 (relating  to  distributions) and
          Section 11.01 (relating to insurance premiums), and for the  cash
          value  of incidental  benefit insurance  contracts. The  Advisory
          Committee   then,   subject   to   the   restoration   allocation
          requirements of Section  5.04 or of  Section 9.14, will  allocate
          the net income, gain or loss pro rata to the adjusted Participant
          Accounts.  The  allocable net  income, gain  or  loss is  the net
          income (or net loss),  including the increase or decrease  in the
          fair market value of assets, since the last valuation date.

          (B)  Segregated  investment  Accounts.  A  segregated  investment
          Account receives all  income it  earns and bears  all expense  or
          loss it  incurs. The  Advisory Committee  will adopt  uniform and
          nondiscriminatory procedures for determining  income or loss of a
          segregated  investment  Account  in  a  manner  which  reasonably
          reflects investment directions relating to pooled investments and
          investment directions occurring during  a valuation period. As of
          the  valuation  date,  the   Advisory  Committee  must  reduce  a
          segregated Account for any  forfeiture arising under Section 5.09
          after  the Advisory  Committee  has made  all other  allocations,
          changes or adjustments to the Account for the Plan Year.
(C)  Additional  rules.  An  Excess Amount  or  suspense  account
          described  in  Part  2  of Article  III  does  not  share in  the
          allocation  of net income, gain or loss described in this Section
          9.11. If the Employer maintains its Plan under a Code Sect.401(k)
          Adoption  Agreement, the  Employer  may specify  in its  Adoption
          Agreement  alternate  valuation  provisions  authorized  by  that
          Adoption  Agreement.  This Section  9.11  applies  solely to  the
          allocation of net income, gain or loss of the Trust. The Advisory
          Committee   will   allocate   the   Employer   contributions  and
          Participant forfeitures, if any, in accordance with Article III.

               9.12 INDIVIDUAL STATEMENT. As soon as  practicable after the
          Accounting  Date  of  each    Plan  Year,  but  within  the  time
          prescribed by  ERISA and the  regulations under  ERISA, the  Plan
          Administrator  will  deliver to  each  Participant  (and to  each
          Beneficiary) a statement reflecting  the condition of his Accrued
          Benefit in  the Trust as of that  date and such other information
          ERISA requires  be furnished  the Participant or  Beneficiary. No
          Participant, except  a member of the Advisory  Committee, has the
          right  to inspect the records reflecting the Account of any other
          Participant. 

               9.13 ACCOUNT CHARGED.  The Advisory Committee  will charge a
          Participant's  Account  for  all distributions  made   from  that
          Account to the Participant, to his Beneficiary or to an alternate
          payee. The  Advisory Committee  also will charge  a Participant's
          Account  for any  administrative  expenses incurred  by the  Plan
          directly related to that Account.

               9.14 UNCLAIMED   ACCOUNT  PROCEDURE.   The  Plan   does  not
          require  either  the  Trustee or the Advisory Committee to search
          for,  or to  ascertain  the whereabouts  of,  any Participant  or
          Beneficiary.  At  the  time  the Participant's  or  Beneficiary's
          benefit  becomes  distributable  under Article  VI,  the Advisory
          Committee, by certified or registered  mail addressed to his last
          known  address  of  record  with the  Advisory  Committee  or the
          Employer, must notify any Participant, or Beneficiary, that he is
          entitled to a distribution under this Plan. The notice must quote
          the provisions  of this  Section 9.14  and otherwise  must comply
          with the notice requirements  of Article VI. If  the Participant,
          or Beneficiary, fails to claim his distributive share or make his
          whereabouts known in  writing to the Advisory Committee  within 6
          months  from  the date  of mailing  of  the notice,  the Advisory
          Committee will treat the Participant's or Beneficiary's unclaimed
          payable  Accrued Benefit  as  forfeited and  will reallocate  the
          unclaimed  payable  Accrued Benefit  in  accordance with  Section
          3.05. A forfeiture under  this paragraph will occur at the end of
          the  notice period  or, if  later, the  earliest date  applicable
          Treasury  regulations  would   permit  the  forfeiture.   Pending
          forfeiture, the  Advisory Committee, following the  expiration of
          the  notice  period, may  direct  the  Trustee  to segregate  the
          Nonforfeitable  Accrued Benefit  in a  segregated Account  and to
          invest  that  segregated Account  in  Federally insured  interest
bearing savings accounts or time deposits (or in a combination of
          both), or in other fixed income investments.

               If  a   Participant  or  Beneficiary  who   has  incurred  a
          forfeiture of  his Accrued Benefit  under the  provisions of  the
          first paragraph of this Section 9.14 makes a claim, at  any time,
          for his  forfeited Accrued  Benefit, the Advisory  Committee must
          restore  the  Participant's  or Beneficiary's  forfeited  Accrued
          Benefit to  the same dollar  amount as  the dollar amount  of the
          Accrued  Benefit forfeited,  unadjusted for  any gains  or losses
          occurring subsequent  to the date of the forfeiture. The Advisory
          Committee will make the restoration during the Plan Year in which
          the Participant or  Beneficiary makes the  claim, first from  the
          amount, if any, of Participant forfeitures the Advisory Committee
          otherwise would allocate for the Plan Year, then from the amount,
          if  any, of the Trust  Fund net income or gain  for the Plan Year
          and  then from  the amount,  or additional  amount, the  Employer
          contributes to enable the Advisory Committee to make the required
          restoration. The  Advisory Committee  must direct the  Trustee to
          distribute  the Participant's  or Beneficiary's  restored Accrued
          Benefit to him not later than 60 days after the close of the Plan
          Year  in  which the  Advisory  Committee  restores the  forfeited
          Accrued Benefit.  The forfeiture provisions of  this Section 9.14
          apply solely to the Participant's or to the Beneficiary's Accrued
          Benefit derived from Employer contributions. 

              *   *   *   *   *   *   *   *   *   *   *   *   *   *   *
ARTICLE X 
                        CUSTODIAN/TRUSTEE, POWERS AND DUTIES 

               10.01     ACCEPTANCE. The Trustee  accepts the Trust created
          under the Plan and agrees to perform the obligations imposed. The
          Trustee must  provide bond  for the  faithful performance of  its
          duties under the Trust to the extent required by ERISA.

               10.02     RECEIPT   OF   CONTRIBUTIONS.   The   Trustee   is
          accountable to  the Employer for the  funds contributed to  it by
          the  Employer,  but does  not  have  any  duty to  see  that  the
          contributions received  comply with  the provisions of  the Plan.
          The  Trustee is not obliged to collect any contributions from the
          Employer, nor is obliged to see  that funds deposited with it are
          deposited according to the provisions of the Plan. 

               10.03     INVESTMENT POWERS. 

          [A]  Discretionary  Trustee  Designation.  If  the  Employer,  in
          Adoption  Agreement  Section  1.02,  designates  the  Trustee  to
          administer the Trust as a discretionary Trustee, then the Trustee
          has  full discretion and authority with  regard to the investment
          of the  Trust Fund, except with respect to a Plan asset under the
          control or  direction of a properly  appointed Investment Manager
          or with respect  to a  Plan asset properly  subject to  Employer,
          Participant or  Advisory Committee  direction of investment.  The
          Trustee must coordinate its investment policy with Plan financial
          needs  as  communicated  to it  by  the  Advisory  Committee. The
          Trustee  is  authorized   and  empowered,  but  not   by  way  of
          limitation, with the following powers, rights and duties: 

               (a)  To invest  any part or  all of  the Trust  Fund in  any
               common or  preferred stocks,  open-end or closed-end  mutual
               funds (including mutual funds established and  maintained as
               collective  investment  funds  for  trust  accounts  by  the
               Trustee  or its affiliate), put and call options traded on a
               national  exchange,  United  States retirement  plan  bonds,
               corporate   bonds,   debentures,   convertible   debentures,
               commercial paper, U.S.  Treasury Bills, U.S. Treasury  notes
               and  other  direct or  indirect  obligations  of the  United
               States  Government or its  agencies, improved  or unimproved
               real  estate   situated  in   the  United   States,  limited
               partnerships,  insurance contracts  of any  type, mortgages,
               notes, including but not limited  to master notes, or  other
               property  of any  kind, real or  personal or  mixed, whether
               tangible or  intangible or productive  of income, to  buy or
               sell  options on  common  stock on  a nationally  recognized
               exchange  with  or  without  holding  the underlying  common
               stock, to  buy and  sell commodities, commodity  options and
               contracts  for the  future delivery  of commodities,  and to
               make any other investments the Trustee deems appropriate, as
               a prudent  man would  do under  like circumstances  with due
               regard for the purposes  of this Plan.  Any  investment made
or retained by the Trustee in good faith is proper but  must
               be of  a kind  constituting a diversification  considered by
               law suitable for trust investments.

               (b)  To retain in  cash so much of the Trust  Fund as it may
               deem  advisable to satisfy  the liquidity needs  of the Plan
               and to deposit  any cash held  in the Trust  fund in a  bank
               account at reasonable interest and to hold uninvested at any
               time,  without   liability  for  interest   thereon  for   a
               reasonable period  of time, any amount of  money received by
               the  Trustee or  raised  by the  Trustee  from the  sale  of
               investments  or otherwise  until same  can be  reinvested or
               disbursed. 

               (c)  To  invest,  if  the  Trustee  is  a  bank  or  similar
               financial institution supervised by  the United States or by
               a State, in any type of deposit of the Trustee (or of a bank
               related  to   the  Trustee   within  the  meaning   of  Code
               Sect.414(b)) at a reasonable rate of interest or in a common
               trust  fund,   as  described  in  Code  Sect.584,  or  in  a
               collective  investment fund, the  provisions of which govern
               the   investment  of   such  assets   and  which   the  Plan
               incorporates by  this reference,  which the Trustee  (or its
               affiliate,  as   defined   in  Code   Sect.1504)   maintains
               exclusively   for   the  collective   investment   of  money
               contributed by the  bank (or the affiliate)  in its capacity
               as  trustee  and  which  conforms   to  the  rules  of   the
               Comptroller of the Currency.

               (d)  To  manage, sell,  contract to  sell, grant  options to
               purchase,  convey,  exchange,  transfer,  abandon,  improve,
               repair, insure, lease for any term even though commencing in
               the  future or extending beyond  the term of  the Trust, and
               otherwise deal with  all property, real or personal, in such
               manner,  for  such  considerations  and on  such  terms  and
               conditions as the Trustee decides. 

               (e)  To credit and distribute  the Trust as directed by  the
               Advisory Committee. The Trustee is not obliged to inquire as
               to  whether  any payee  or  distributee is  entitled  to any
               payment or whether the distribution is proper or  within the
               terms of the Plan, or as to the manner of making any payment
               or  distribution. The  Trustee  is accountable  only to  the
               Advisory Committee  for any payment or  distribution made by
               it in good  faith on the order or  direction of the Advisory
               Committee.

               (f)  To   borrow  money,  to   assume  indebtedness,  extend
               mortgages and encumber by mortgage or pledge. 

               (g)  To compromise, contest, arbitrate or abandon claims and
               demands, in its discretion.
(h)  To have with respect to the Trust all of the rights  of
               an individual owner, including the power to give proxies, to
               participate in any voting trusts, mergers, consolidations or
               liquidations, and to exercise or sell stock subscriptions or
               conversion rights.

               (i)  To lease for oil, gas and other mineral purposes and to
               create mineral  severances by grant or  reservation; to pool
               or  unitize interests in oil, gas and other minerals; and to
               enter into operating agreements  and to execute division and
               transfer orders.

               (j)  To hold any securities or other property in the name of
               the  Trustee  or its  nominee,  with  depositories or  agent
               depositories, in  Federal Reserve Book-Entry or  bearer form
               or  in another form as  it may deem  best without disclosing
               the relationship. 

               (k)  To  perform  any and  all  other acts  in  its judgment
               necessary  or appropriate  for the  proper  and advantageous
               management, investment and distribution of the Trust.

               (l)  To retain any funds or property subject to  any dispute
               without  liability  for  the  payment of  interest,  and  to
               decline to make payment or delivery of the funds or property
               until final  adjudication is  made by  a court  of competent
               jurisdiction.

               (m)  To file all tax returns required of the Trustee.

               (n)  Nothing herein contained shall  impair the right of the
               Trustee to  a judicial settlement,  in any state  or federal
               court of competent  jurisdiction, of  any account  including
               the final accounting, rendered by the Trustee.

               (o)  To begin,  maintain or defend any  litigation necessary
               in connection  with the  administration of the  Plan, except
               that the Trustee is not obliged or required  to do so unless
               indemnified to its satisfaction. 

               (p)  To  invest any  of  the funds  of  the Trust  into  the
               Retirement   Investment  Trust,   or  any   other  open-end,
               diversified, management investment company that is specified
               in an addendum to the Employer's Adoption Agreement and that
               offers  collective investment funds  for retirement accounts
               as to which Texas Commerce Bank National Association or  any
               affiliated bank serves as a trustee.

               (q)  To  exercise  all  the  rights,  powers,   options  and
               privileges  now  or  hereafter  granted  to  trustees  under
               applicable state  law (as defined in  Section 12.07), except
               such  as conflict with the terms of  the Plan or ERISA.  The
               Trustee shall  have, hold, manage, control,  use, invest and
               reinvest, disburse and dispose  of the Trust Fund as  if the
Trustee were the owner  thereof in fee simple instead  of in
               trust,  subject only  to  such limitations  as are  required
               under  applicable state  law (as  defined in  Section 12.07)
               that cannot be waived, and subject to ERISA.

          [B]    Nondiscretionary   Trustee    Designation/Appointment   of
          Custodian.  If the  Employer, in  its Adoption  Agreement Section
          1.02,  designates  the  Trustee  to administer  the  Trust  as  a
          nondiscretionary  Trustee, then  the  Trustee will  not have  any
          discretion or  authority with  regard  to the  investment of  the
          Trust Fund,  but must act  solely as  a directed  trustee of  the
          funds contributed to it.  A nondiscretionary Trustee, as directed
          trustee  of the  funds held by  it under the  Employer's Plan, is
          authorized  and  empowered,  by   way  of  limitation,  with  the
          following  powers,   rights  and   duties,  each  of   which  the
          nondiscretionary Trustee exercises solely as directed trustee  in
          accordance  with the  written  direction of  the Named  Fiduciary
          (except to  the extent a Plan asset is subject to the control and
          management of a properly  appointed Investment Manager or subject
          to Advisory Committee or Participant direction of investment):

               (a)  To invest  any part  or all  of the  Trust Fund  in any
               common or  preferred stocks, open-end  or closed-end  mutual
               funds (including mutual funds  established and maintained as
               collective  investment  funds  for  trust  accounts  by  the
               Trustee  or its affiliate), put and call options traded on a
               national  exchange,  United  States  retirement  plan bonds,
               corporate   bonds,   debentures,   convertible   debentures,
               commercial paper,  U.S. Treasury Bills, U.S.  Treasury notes
               and  other  direct or  indirect  obligations  of the  United
               States Government  or its  agencies, improved  or unimproved
               real   estate  situated   in  the  United   States,  limited
               partnerships,  insurance contracts  of any  type, mortgages,
               notes, including or  not limited to  master notes, or  other
               property of  any kind,  real or  personal or  mixed, whether
               tangible  or intangible or  productive of income,  to buy or
               sell  options on  common  stock on  a nationally  recognized
               exchange  with  or  without holding  the  underlying  common
               stock, to  buy and  sell commodities, commodity  options and
               contracts  for the  future delivery  of commodities,  and to
               make  any   other  investments  the  Named  Fiduciary  deems
               appropriate.

               (b) To retain in cash so much of the Trust Fund as the Named
               Fiduciary may  direct in writing to  satisfy liquidity needs
               of  the Plan and to deposit any  cash held in the Trust Fund
               in  a  bank  account  at   reasonable  interest,  including,
               specific authority to invest  in any type of deposit  of the
               Trustee  (or of  a bank  related to  the Trustee  within the
               meaning of Code Section 414(b) at reasonable interest and to
               hold uninvested  at  any  time  as  directed  by  the  Named
               Fiduciary,  without liability  for  interest  thereon for  a
               reasonable period of  time, any amount of  money received by
               the  Trustee or  raised  by the  Trustee  from the  sale  of
investments  or otherwise  until same  can be  reinvested or
               disbursed.

               (c) To sell,  contract to sell,  grant options to  purchase,
               convey,  exchange,  transfer,   abandon,  improve,   repair,
               insure, lease  for any  term even though  commencing in  the
               future or  extending  beyond  the term  of  the  Trust,  and
               otherwise deal with all property,  real or personal, in such
               manner,  for  such  considerations  and on  such  terms  and
               conditions as the Named Fiduciary directs in writing.

               (d)  To credit and distribute  the Trust as  directed by the
               Advisory Committee. The Trustee is not obliged to inquire as
               to  whether any  payee  or distributee  is  entitled to  any
               payment  or whether the distribution is proper or within the
               terms of the Plan, or as to the manner of making any payment
               or  distribution. The  Trustee  is accountable  only to  the
               Advisory Committee  for any payment or  distribution made by
               it in good faith on the  order or direction of the  Advisory
               Committee.

               (e)  To   borrow  money,  to  assume   indebtedness,  extend
               mortgages and encumber by mortgage or pledge. 

               (f)  To have with respect to the  Trust all of the rights of
               an individual owner, including the power to give proxies, to
               participate in any voting trusts, mergers, consolidations or
               liquidations, and to exercise or sell stock subscriptions or
               conversion rights, provided the  exercise of any such powers
               is  in accordance with and  at the written  direction of the
               Named Fiduciary.

               (g) To lease for oil, gas and other mineral  purposes and to
               create mineral  severances by grant or  reservation; to pool
               or  unitize interests in oil, gas and other minerals; and to
               enter into operating agreements  and to execute division and
               transfer orders, provided the exercise of any such powers is
               in accordance with and at the written direction of the Named
               Fiduciary.

               (h) To hold  any securities or other property in the name of
               the   nondiscretionary   Trustee   or   its   nominee,  with
               depositories or agent depositories, in Federal Reserve Book-
               Entry  or  bearer  form or  in  another  form  as the  Named
               Fiduciary  may deem  best,  with or  without disclosing  the
               custodial relationship.

               (i) To retain any  funds or property subject to  any dispute
               without  liability  for  the  payment of  interest,  and  to
               decline to make payment or delivery of the funds or property
               until  a   court  of  competent   jurisdiction  makes  final
               adjudication.

               (j) To file all tax returns required of the Trustee.
(k) Nothing  herein contained shall impair the  right of the
               nondiscretionary Trustee  to a judicial  settlement, in  any
               state  or federal  court of  competent jurisdiction,  of any
               account  including  the final  accounting,  rendered by  the
               nondiscretionary Trustee.

               (l) To begin, maintain or defend any litigation necessary in
               connection with the administration  of the Plan, except that
               the  Trustee  is not  obliged or  required  to do  so unless
               indemnified to its satisfaction. 

               (m)  To  exercise  all   the  rights,  powers,  options  and
               privileges  now  or  hereafter  granted  to  trustees  under
               applicable state  law (as defined in  Section 12.07), except
               such as conflict with the  terms of the Plan or ERISA.   The
               Trustee shall  have, hold, manage, control,  use, invest and
               reinvest, disburse and dispose  of the Trust Fund as  if the
               Trustee were the owner  thereof in fee simple instead  of in
               trust,  subject only  to  such limitations  as are  required
               under  applicable state  law (as  defined in  Section 12.07)
               that cannot be waived, and subject to ERISA.

               (n)  To  invest any  of  the funds  of  the Trust  into  the
               Retirement   Investment  Trust,   or  any   other  open-end,
               diversified, management investment company that is specified
               in an addendum to the Employer's Adoption Agreement and that
               offers  collective investment funds  for retirement accounts
               as to which Texas Commerce Bank National Association or  any
               affiliated bank serves as a trustee.

               Appointment  of  Custodian.  The   Employer  may  appoint  a
          Custodian  under  the  Plan,  the  acceptance  by  the  Custodian
          indicated  on  the  execution  page of  the  Employer's  Adoption
          Agreement. If  the Employer appoints a  Custodian, the Employer's
          Plan must have  a discretionary Trustee, as  described in Section
          10.03[A]. A Custodian has the same powers, rights and duties as a
          nondiscretionary Trustee, as described in this Section  10.03[B].
          The  Custodian accepts  the  terms  of  the  Plan  and  Trust  by
          executing the Employer's Adoption Agreement. Any reference in the
          Plan to  a Trustee also is  a reference to a  Custodian where the
          context  of the  Plan  dictates. A  limitation  of the  Trustee's
          liability  by Plan  provision also  acts as  a limitation  of the
          Custodian's  liability. Any action taken  by the Custodian at the
          discretionary Trustee's direction satisfies any provision in  the
          Plan referring to the Trustee's taking that action.
Modification of Powers/Limited Responsibility.  The Employer
          and  the   Custodian  or  nondiscretionary   Trustee,  by  letter
          agreement,   may   limit  the   powers   of   the  Custodian   or
          nondiscretionary  Trustee  to any  combination  of powers  listed
          within  this Section  10.03[B].  If there  is  a Custodian  or  a
          nondiscretionary  Trustee  under  the Employer's  Plan,  then the
          Employer,  in adopting  this Plan  acknowledges the  Custodian or
          nondiscretionary Trustee  has no  discretion with respect  to the
          investment  or  re-investment  of  the Trust  Fund  and  that the
          Custodian  or  nondiscretionary  Trustee   is  acting  solely  as
          custodian  or as  directed  trustee with  respect  to the  assets
          comprising the Trust Fund. 
           
          [C] Limitation of Powers of Certain Custodians. If a Custodian is
          a bank which,  under its  governing state law,  does not  possess
          trust  powers, then paragraphs (a), (c), (e), (f), (g) of Section
          10.03[B], Section 10.16 and Article XI do not apply to  that bank
          and  that bank only has  the power and  authority to exercise the
          remaining powers, rights and duties under Section 10.03[B].

          [D]  Named Fiduciary/Limitation of  Liability of Nondiscretionary
          Trustee   or  Custodian.   Under   a   nondiscretionary   Trustee
          designation, the  Named Fiduciary  under the Employer's  Plan has
          the sole  responsibility for  the management and  control of  the
          Employer's  Trust Fund, except with respect to a Plan asset under
          the  control  or direction  of  a  properly appointed  Investment
          Manager  or  with respect  to a  Plan  asset properly  subject to
          Participant or Advisory Committee direction of investment. If the
          Employer  appoints  a  Custodian,  the  Named  Fiduciary  is  the
          discretionary   Trustee.   Under   a   nondiscretionary   Trustee
          designation, unless  the Employer  designates in  writing another
          person  or  persons  to  serve  as  Named  Fiduciary,  the  Named
          Fiduciary  under  the  Plan  is  the  president  of  a  corporate
          Employer,  the managing partner of  a partnership Employer or the
          sole  proprietor,  as  appropriate.  The  Named   Fiduciary  will
          exercise its management and control of the Trust Fund through its
          written  direction  to the  nondiscretionary  Trustee  or to  the
          Custodian, whichever applies to the Employer's Plan.
The  nondiscretionary Trustee  or Custodian  has no  duty to
          review or  to make recommendations regarding  investments made at
          the   written    direction   of   the   Named    Fiduciary.   The
          nondiscretionary  Trustee or Custodian must retain any investment
          obtained at  the written direction  of the Named  Fiduciary until
          further  directed in writing by the Named Fiduciary to dispose of
          such investment. The nondiscretionary Trustee or Custodian is not
          liable in any manner or for  any reason for making, retaining  or
          disposing  of any  investment pursuant  to any  written direction
          described in this paragraph.  Furthermore, the Employer agrees to
          indemnify and  to hold the nondiscretionary  Trustee or Custodian
          harmless  from  any   damages,  costs   or  expenses,   including
          reasonable counsel  fees, which  the nondiscretionary Trustee  or
          Custodian may incur as a result of any claim asserted against the
          nondiscretionary Trustee, the Custodian  or the Trust arising out
          of the nondiscretionary Trustee's or Custodian's compliance  with
          any written direction described in this paragraph.

          [E]  Participant  Loans.   This  Section  10.03[E]   specifically
          authorizes the Trustee to make loans on a nondiscriminatory basis
          to a Participant or to a Beneficiary  in accordance with the loan
          policy established  by the Advisory Committee,  provided: (1) the
          loan policy satisfies the requirements of Section 9.04; (2) loans
          are  available  to  all   Participants  and  Beneficiaries  on  a
          reasonably equivalent basis  and are not  available in a  greater
          amount for Highly Compensated Employees than for other Employees;
          (3) any loan is adequately secured and bears a reasonable rate of
          interest; (4) the loan provides for repayment within a  specified
          time; (5) the default  provisions of the note prohibit  offset of
          the  Participant's Nonforfeitable  Accrued  Benefit prior  to the
          time  the Trustee  otherwise would  distribute the  Participant's
          Nonforfeitable  Accrued Benefit; (6) the amount  of the loan does
          not exceed  (at the time  the Plan extends the  loan) the present
          value of  the Participant's  Nonforfeitable Accrued Benefit;  and
          (7) the loan otherwise conforms to the exemption provided by Code
          Sect.4975(d)(1).  If  the  joint  and  survivor  requirements  of
          Article VI  apply to  the  Participant, the  Participant may  not
          pledge any portion of his Accrued Benefit as  security for a loan
          made  after August  18, 1985,  unless, within  the 90  day period
          ending   on  the   date   the  pledge   becomes  effective,   the
          Participant's spouse, if any, consents (in a manner  described in
          Section 6.05 other  than the requirement relating to  the consent
          of  a subsequent spouse) to the security or, by separate consent,
          to an increase  in the amount of security. If  the Employer is an
          unincorporated trade or business, a Participant who  is an Owner-
          Employee may  not receive  a loan  from the Plan,  unless he  has
          obtained a prohibited  transaction exemption from the  Department
          of  Labor. If the Employer  is an "S  Corporation," a Participant
          who is a shareholder-employee (an employee or an officer) who, at
          any time during the  Employer's taxable year, owns more  than 5%,
          either directly  or by attribution under  Code Sect.318(a)(1), of
          the  Employer's outstanding stock may not receive a loan from the
          Plan, unless  he has obtained a  prohibited transaction exemption
          from  the  Department  of  Labor.  If  the  Employer  is  not  an
unincorporated  trade or  business nor  an "S  Corporation," this
          Section 10.03[E] does not impose any restrictions on the class of
          Participants eligible for a loan from the Plan.

          [F] Investment in  qualifying Employer securities and  qualifying
          Employer real  property. The  investment options in  this Section
          10.03[F]  include the  ability to  invest in  qualifying Employer
          securities or  qualifying Employer  real property, as  defined in
          and   as  limited  by  ERISA.   If  the  Employer's   Plan  is  a
          Nonstandardized profit sharing plan, it may elect in its Adoption
          Agreement to  permit  the  aggregate  investments  in  qualifying
          Employer securities  and in qualifying Employer  real property to
          exceed 10%  of the value of  Plan assets.   Unless the qualifying
          Employer   Securities  are  readily   traded  on  an  established
          securities  market,  the Named  Fiduciary  shall  obtain from  an
          "independent   appraiser,"  within   the   meaning   of   Section
          401(a)(28)(C) of the Code, an  annual appraisal of such qualified
          Employer Securities with respect to activities carried  on by the
          Plan.  A  copy of such independent appraisal shall be attached to
          this Agreement each year.

               10.04     RECORDS  AND  STATEMENTS.    The  records  of  the
          Trustee pertaining to  the Plan must be open to the inspection of
          the Plan  Administrator, the Advisory Committee  and the Employer
          at  all reasonable times and may be  audited from time to time by
          any  person or  persons as  the Employer,  Plan Administrator  or
          Advisory  Committee  may specify  in  writing.  The Trustee  must
          furnish  the  Plan  Administrator  or  Advisory   Committee  with
          whatever  information  relating  to   the  Trust  Fund  the  Plan
          Administrator or Advisory Committee considers necessary. 

               10.05     FEES  AND  EXPENSES   FROM  FUND.  A   Trustee  or
          Custodian will  receive reasonable annual compensation  as may be
          agreed  upon from  time  to time  between  the Employer  and  the
          Trustee  or Custodian. No person  who is receiving  full pay from
          the Employer may receive compensation for services  as Trustee or
          as Custodian. The  Trustee will pay from the Trust  Fund all fees
          and  expenses reasonably incurred by the Plan, to the extent such
          fees   and  expenses   are   for  the   ordinary  and   necessary
          administration  and operation  of the  Plan, unless  the Employer
          pays such fees and expenses. Any fee or expense paid, directly or
          indirectly,  by the Employer  is not an  Employer contribution to
          the Plan, provided the fee or expense relates to the ordinary and
          necessary administration of the Fund. If all or a  portion of the
          Trust  is invested by  the Trustee  in the  Retirement Investment
          Trust, then  funds from the Trust  that are so  invested shall be
          subject  to the compensation and  expenses that are  set forth in
          the then-effective Prospectus of the Retirement Investment Trust,
          which will be provided to the Employer when  funds from the Trust
          are  so invested.   The  provisions of  this Section  10.05 shall
          equally  apply  to  any  other  open-end,  diversified management
          company described in Section 10.03[A](p).
10.06     PARTIES   TO   LITIGATION.  Except   as  otherwise
          provided by ERISA, no  Participant or Beneficiary is a  necessary
          party or is required  to receive notice of  process in any  court
          proceeding involving the Plan, the Trust Fund or any fiduciary of
          the  Plan. Any final judgment  entered in any  proceeding will be
          conclusive  upon   the  Employer,  the  Plan  Administrator,  the
          Advisory  Committee, the  Trustee,  Custodian,  Participants  and
          Beneficiaries. 

               10.07     PROFESSIONAL  AGENTS. The  Trustee may  employ and
          pay  from  the   Trust Fund reasonable  compensation  to  agents,
          attorneys, accountants and other persons to advise the Trustee as
          in its  opinion may be necessary. The Trustee may delegate to any
          agent, attorney,  accountant or other  person selected by  it any
          non-Trustee  power or  duty vested  in it  by the  Plan, and  the
          Trustee may act or refrain  from acting on the advice or  opinion
          of any agent, attorney, accountant or other person so selected. 

               10.08     DISTRIBUTION OF CASH OR PROPERTY.  The Trustee may
          make distribution  under the Plan in cash or  property, or partly
          in each, at its  fair market value as determined by  the Trustee.
          For  purposes  of  a  distribution  to  a  Participant  or  to  a
          Participant's   designated   Beneficiary  or   surviving  spouse,
          "property" includes a Nontransferable Annuity  Contract, provided
          the contract satisfies the requirements of this Plan.

               10.09     DISTRIBUTION  DIRECTIONS.  If  no  one   claims  a
          payment  or distribution made from   the Trust,  the Trustee must
          promptly notify  the Advisory Committee  and then dispose  of the
          payment  in  accordance  with  the subsequent  direction  of  the
          Advisory Committee. 

               10.10     THIRD PARTY/MULTIPLE TRUSTEES.  No person  dealing
          with the Trustee is obligated to see to the proper application of
          any  money paid  or  property delivered  to  the Trustee,  or  to
          inquire  whether the  Trustee has  acted pursuant  to any  of the
          terms of the  Plan. Each person dealing with the  Trustee may act
          upon any  notice, request  or representation  in  writing by  the
          Trustee,  or by the Trustee's  duly authorized agent,  and is not
          liable to any person in so acting. The certificate of the Trustee
          that it is  acting in accordance with the Plan will be conclusive
          in favor of  any person relying on the certificate.  If more than
          two persons act  as Trustee, a decision  of the majority of  such
          persons  controls  with respect  to  any  decision regarding  the
          administration  or investment of the Trust Fund or of any portion
          of  the Trust  Fund with  respect to  which  such persons  act as
          Trustee. However,  the signature of only one Trustee is necessary
          to effect any transaction on behalf of the Trust.
10.11     RESIGNATION. The Trustee  or Custodian may  resign
          its  position at  any time  by giving 30 days' written  notice in
          advance to the  Employer and  to the Advisory  Committee. If  the
          Employer fails to appoint  a successor Trustee within 60  days of
          its  receipt of the Trustee's written  notice of resignation, the
          Trustee will  treat the  Employer as having  appointed itself  as
          Trustee and as  having filed its  acceptance of appointment  with
          the former  Trustee. The  Employer, in  its sole  discretion, may
          replace  a  Custodian.  If  the  Employer  does   not  replace  a
          Custodian, the  discretionary Trustee  will assume  possession of
          Plan assets held by the former Custodian.

               10.12     REMOVAL. The  Employer, by giving 30 days' written
          notice  in  advance to  the Trustee,  may  remove any  Trustee or
          Custodian.  In the  event  of the  resignation  or removal  of  a
          Trustee,  the Employer  must appoint  a successor  Trustee  if it
          intends to continue  the Plan. If  two or more  persons hold  the
          position  of Trustee,  in the  event of the  removal of  one such
          person,  during  any period  the  selection of  a  replacement is
          pending, or during any period such  person is unable to serve for
          any  reason,  the remaining  person or  persons  will act  as the
          Trustee.

               10.13     INTERIM   DUTIES   AND  SUCCESSOR   TRUSTEE.  Each
          successor Trustee succeeds  to the title to  the Trust vested  in
          his  predecessor  by  accepting  in writing  his  appointment  as
          successor  Trustee and by  filing the acceptance  with the former
          Trustee and the Advisory Committee without the signing or  filing
          of any  further statement. The resigning or removed Trustee, upon
          receipt  of acceptance in writing  of the Trust  by the successor
          Trustee,  must execute all documents and do all acts necessary to
          vest the title of record in any successor Trustee. Each successor
          Trustee  has and enjoys all of the powers, both discretionary and
          ministerial, conferred under this Agreement upon his predecessor.
          A  successor  Trustee is  not personally  liable  for any  act or
          failure  to act of  any predecessor  Trustee, except  as required
          under ERISA. With the  approval of the Employer and  the Advisory
          Committee,  a successor  Trustee, with  respect to the  Plan, may
          accept the account rendered and the property delivered to it by a
          predecessor   Trustee  without   incurring   any   liability   or
          responsibility for so doing. 

               10.14     VALUATION  OF TRUST.  The Trustee  must value  the
          Trust Fund  as of each   Accounting  Date to  determine the  fair
          market value of each Participant's Accrued Benefit  in the Trust.
          The  Trustee also  must  value  the  Trust  Fund  on  such  other
          valuation dates  as directed in writing by the Advisory Committee
          or as required by the Employer's Adoption Agreement.
10.15     LIMITATION ON LIABILITY  - IF INVESTMENT  MANAGER,
          ANCILLARY TRUSTEE OR INDEPENDENT FIDUCIARY APPOINTED. The Trustee
          is not liable for the acts or omissions of any Investment Manager
          the  Advisory Committee may appoint, nor is the Trustee under any
          obligation  to invest or otherwise  manage any asset  of the Plan
          which  is  subject to  the  management  of  a properly  appointed
          Investment Manager.  The Advisory Committee, the  Trustee and any
          properly  appointed  Investment   Manager  may execute  a  letter
          agreement  as  a  part  of  this  Plan  delineating  the  duties,
          responsibilities and  liabilities of the Investment  Manager with
          respect to  any part of the  Trust Fund under the  control of the
          Investment Manager.  

               The limitation on liability  described in this Section 10.15
          also applies to the acts or omissions of any ancillary trustee or
          independent fiduciary  properly appointed under  Section 10.17 of
          the Plan.  However, if a  discretionary Trustee, pursuant  to the
          delegation  described in Section  10.17 of the  Plan, appoints an
          ancillary trustee, the  discretionary Trustee is responsible  for
          the periodic review of  the ancillary trustee's actions and  must
          exercise its delegated authority in  accordance with the terms of
          the Plan and in a manner consistent with ERISA. The Employer, the
          discretionary  Trustee and  an  ancillary trustee  may execute  a
          letter   agreement  as  a  part  of  this  Plan  delineating  any
          indemnification agreement between the parties.

               10.16     INVESTMENT IN GROUP TRUST  FUND. The Employer,  by
          adopting this Plan, specifically authorizes the Trustee to invest
          all or any portion of the assets comprising the Trust Fund in any
          group trust fund which at the time of the investment provides for
          the  pooling  of  the  assets  of   plans  qualified  under  Code
          Sect.401(a). This  authorization applies solely to  a group trust
          fund  exempt from taxation  under Code Sect.501(a)  and the trust
          agreement of  which satisfies the requirements  of Revenue Ruling
          81-100.  The provisions  of the  group trust  fund agreement,  as
          amended  from time to  time, are  by this  reference incorporated
          within this Plan  and Trust.  The provisions of  the group  trust
          fund will govern any investment of Plan assets  in that fund. The
          Employer must specify in an  attachment to its adoption agreement
          the group trust fund(s)  to which this authorization  applies. If
          the  Trustee  is  acting   as  a  nondiscretionary  Trustee,  the
          investment   in  the  group  trust  fund  is  available  only  in
          accordance with a  proper direction, by  the Named Fiduciary,  in
          accordance with  Section 10.03[B].  Pursuant to paragraph  (c) of
          Section  10.03[A] of  the Plan,  a Trustee  has the  authority to
          invest in  certain common  trust funds and  collective investment
          funds without  the need for the authorizing addendum described in
          this Section 10.16.
Furthermore, at  the Employer's direction, the  Trustee, for
          collective investment  purposes, may combine into  one trust fund
          the  Trust created under this  Plan with the  Trust created under
          any other  qualified  retirement  plan  the  Employer  maintains.
          However, the  Trustee must  maintain separate records  of account
          for the assets  of each Trust  in order to reflect  properly each
          Participant's  Accrued Benefit under the plan(s) in which he is a
          Participant.

               10.17     APPOINTMENT  OF  ANCILLARY TRUSTEE  OR INDEPENDENT
          FIDUCIARY. The Employer,  in writing,  may appoint any  person in
          any  State  to  act  as  ancillary  trustee  with  respect  to  a
          designated  portion  of the  Trust Fund,  subject to  the consent
          required  under  Section 1.02  if the  Master  Plan Sponsor  is a
          financial institution.  An ancillary trustee must  acknowledge in
          writing  its  acceptance of  the  terms  and  conditions  of  its
          appointment as  ancillary trustee and its  fiduciary status under
          ERISA. The ancillary trustee has  the rights, powers, duties  and
          discretion  as   the  Employer  may  delegate,   subject  to  any
          limitations or  directions specified in the instrument evidencing
          appointment of the ancillary trustee and to the terms of the Plan
          or of ERISA.  The investment  powers delegated  to the  ancillary
          trustee may include any investment powers available under Section
          10.03 of  the Plan including the  right to invest  any portion of
          the assets of the Trust Fund in a common trust fund, as described
          in  Code Sect.584,  or  in any  collective  investment fund,  the
          provisions of  which  govern the  investment of  such assets  and
          which  the Plan incorporates by  this reference, but  only if the
          ancillary  trustee is  a  bank or  similar financial  institution
          supervised by the United States or  by a State and the  ancillary
          trustee  (or  its  affiliate,   as  defined  in  Code  Sect.1504)
          maintains  the common  trust fund  or collective  investment fund
          exclusively for the collective investment of money contributed by
          the ancillary trustee  (or its affiliate)  in a trustee  capacity
          and  which  conforms  to the  rules  of  the  Comptroller of  the
          Currency. The Employer also may appoint as  an ancillary trustee,
          the  trustee of  any group trust  fund designated  for investment
          pursuant to the provisions of Section 10.16 of the Plan.

               The ancillary trustee may resign its position at any time by
          providing  at  least  30  days'  advance  written  notice to  the
          Employer, unless the Employer waives this notice requirement. The
          Employer,  in writing,  may remove  an ancillary  trustee  at any
          time.  In the event of  resignation or removal,  the Employer may
          appoint  another  ancillary trustee,  return  the  assets to  the
          control and management of  the Trustee or receive such  assets in
          the capacity  of ancillary trustee. The Employer may delegate its
          responsibilities  under  this  Section 10.17  to  a discretionary
          Trustee  under the Plan, but not to a nondiscretionary Trustee or
          to a  Custodian, subject to  the acceptance by  the discretionary
          Trustee of that delegation.
If the U.S. Department  of Labor ("the Department") requires
          engagement  of  an  independent  fiduciary  to  have  control  or
          management of all or  a portion of the  Trust Fund, the  Employer
          will  appoint  such independent  fiduciary,  as  directed by  the
          Department.  The  independent  fiduciary  will have  the  duties,
          responsibilities and powers prescribed by the Department and will
          exercise those duties, responsibilities and powers  in accordance
          with the  terms, restrictions  and conditions established  by the
          Department  and, to the  extent not inconsistent  with ERISA, the
          terms of  the Plan.  The  independent fiduciary  must accept  its
          appointment  in writing  and  must acknowledge  its  status as  a
          fiduciary of the Plan.

               10.18     EVIDENCE OF  ACTION  BY ADVISORY  COMMITTEE.   Any
          action to be taken or  any direction to be given by  the Advisory
          Committee shall be taken or given by written instrument signed on
          behalf  of  the  Advisory  Committee by  the  person  or  persons
          designated  by  the  Advisory  Committee  to  give  notification,
          instructions  or advice to the Trustee, as  the case may be.  The
          chairman of the Advisory  Committee shall certify to the  Trustee
          the name or  names of any  person or  persons designated to  give
          notifications, instructions or advice to the  Trustee.  Until the
          Advisory  Committee notifies the Trustee that  any such person is
          no longer  authorized  to act  for  the Advisory  Committee,  the
          Trustee may continue to rely on the authority of such person.

          The  Trustee may rely  upon any certificate,  notice or direction
          purporting  to  have  been  signed  on  behalf  of  the  Advisory
          Committee which the Trustee  believes to have been signed  by the
          person or persons authorized to act for the Advisory Committee. 

          In the  event that any dispute  shall arise as to  the persons to
          whom payment of any funds or delivery of any assets shall be made
          by the Trustee, the Trustee may withhold such payment or delivery
          until  such  dispute shall  have been  determined  by a  court of
          competent jurisdiction or shall have been settled  by the parties
          concerned.

          The Employer hereby  agrees to indemnify the  Trustee against any
          and all claims,  liabilities, costs or  expenses incurred by  the
          Trustee  resulting  from the  breach or  an  alleged breach  of a
          fiduciary duty  to the Plan  by a  party other than  the Trustee,
          including   but   not  limited   to,   any   fiduciary  duty   or
          responsibility  owed  to  the   Plan  by  an  Investment  Manager
          appointed   hereunder  or  any   predecessor  trustee;  provided,
          however,  that, except  as  otherwise provided  in Section  7.03,
          nothing herein  shall be construed  as an indemnification  of the
          Trustee for any claims,  liabilities, costs or expenses resulting
          from  a breach of  its own fiduciary  duties with  respect to the
          Plan or Trust or its own gross negligence or willful misconduct.

          Communications  to the  Trustee shall  be sent  to  the Trustee's
          registered office or  to such  other address as  the Trustee  may
specify  in writing.  No communications shall be binding upon the
          Trust Fund or the Trustee until it is received by the Trustee.

          Communications to the Advisory Committee or to the Employer shall
          be  sent  to the  Employer's principal  office  or to  such other
          address as the Employer may specify in writing.

               10.19     ALLOCATION OF  RESPONSIBILITIES AMONG FIDUCIARIES.
          For  purposes  of  ERISA,  it is  recognized  that  the Employer,
          Trustee,   Plan   Administrator,  Advisory   Committee   and  the
          Investment  Manager,   if  any,  are   fiduciaries  (collectively
          referred to  herein as "Fiduciaries"),  but only with  respect to
          those specific powers,  duties, responsibilities and  obligations
          as are specifically given them under the Plan; provided, however,
          that nothing herein shall prevent a Fiduciary from acting in more
          than one fiduciary capacity  under the Plan.  Each  Fiduciary may
          rely upon  any such direction,  information or action  of another
          Fiduciary  as being proper under  the Plan and  in the absence of
          actual knowledge to the  contrary is not required under  the Plan
          to inquire  into the propriety of any such direction, information
          or  action.    It  is  intended  that  each  Fiduciary  shall  be
          responsible for the  proper exercise of  its own powers,  duties,
          responsibilities and  obligations under  the Plan and,  except as
          otherwise  provided by  applicable  law which  cannot be  waived,
          shall not be responsible for any act or failure to act of another
          Fiduciary.   No Fiduciary guarantees the Trust fund in any manner
          against investment loss or depreciation in asset values.

               10.20     SPECIAL PROVISIONS REGARDING RETIREMENT INVESTMENT
          TRUSTS.    If the  Trustee  invests  funds of  the  Trust in  the
          Retirement Investment Trust, funds so invested will be subject to
          the  fees charged  by  the Retirement  Investment  Trust and  the
          otherwise applicable Trustee fees may be modified as described in
          Section  10.05 of  this  Plan, which  may  result in  an  overall
          increase in  the total  fees charged  to the Trust,  all as  more
          fully set  forth  in the  current  Prospectus of  the  Retirement
          Investment Trust  (the "Prospectus").  The  Plan Administrator in
          the   Adoption  Agreement   shall   specifically  authorize   the
          Supervisory Committee  of  the  Retirement  Investment  Trust  to
          appoint  an  investment  advisor   according  to  its  Rules  and
          Procedures  and  to  pay  the  investment  advisor  the fees  and
          expenses described in the  Prospectus.  Furthermore, with respect
          to  any  investment  in  the  Retirement  Investment  Trust,  the
          Employer shall  in the  Adoption Agreement  waive in  advance its
          right  under  Texas  law  to  receive  written  confirmations  of
          purchases  and sales  of interests  in the  Retirement Investment
          Trust.   The Employer shall acknowledge to the Trustee receipt of
          the current Prospectus and  shall deliver a copy thereof  to each
          Participant in the Plan, if direction of investment is permitted,
          and shall  deliver to  each Participant making  contributions and
          each new Participant, a copy of the then-current Prospectus.  The
          provisions of this Section 10.20 shall equally apply to any other
          open-ended, diversified  management company described  in Section
          10.03[A](p).
*   *   *   *   *   *   *   *   *   *   *   *   *   *   *
ARTICLE XI 
               PROVISIONS RELATING TO INSURANCE AND INSURANCE COMPANY 

               11.01     INSURANCE  BENEFIT.  The  Employer  may  elect  to
          provide   incidental  life   insurance  benefits   for  insurable
          Participants who  consent to  life insurance benefits  by signing
          the  appropriate insurance company  application form. The Trustee
          will not purchase  any incidental life insurance  benefit for any
          Participant prior to an  allocation to the Participant's Account.
          At an  insured Participant's written direction,  the Trustee will
          use  all  or  any  portion  of  the  Participant's  nondeductible
          voluntary  contributions,  if  any,  to  pay  insurance  premiums
          covering  the  Participant's  life.   This  Section  11.01   also
          authorizes the purchase of life insurance, for the benefit of the
          Participant, on the life of a family member of the Participant or
          on  any person in whom the Participant has an insurable interest.
          However, if  the policy is on the  joint lives of the Participant
          and another person, the  Trustee may not maintain that  policy if
          that other person predeceases the Participant.

               The Employer  will direct  the Trustee  as to  the insurance
          company  and  insurance agent  through  which the  Trustee  is to
          purchase the insurance contracts, the amount of the  coverage and
          the  applicable dividend plan. Each application for a policy, and
          the  policies  themselves, must  designate  the  Trustee as  sole
          owner, with the  right reserved  to the Trustee  to exercise  any
          right or option contained  in the policies, subject to  the terms
          and provisions of this  Agreement. The Trustee must be  the named
          beneficiary for the Account  of the insured Participant. Proceeds
          of insurance  contracts paid  to the Participant's  Account under
          this Article XI are  subject to the distribution  requirements of
          Article V and of Article VI. The Trustee will not retain any such
          proceeds for the benefit of the Trust. 

               The  Trustee  will charge  the  premiums  on any  incidental
          benefit  insurance contract  covering the  life of  a Participant
          against the Account  of that Participant.  The Trustee will  hold
          all incidental benefit insurance  contracts issued under the Plan
          as assets of the Trust created under the Plan. 

          (A)  Incidental  insurance  benefits.   The  aggregate  of   life
          insurance  premiums paid for the benefit of a Participant, at all
          times, may not  exceed the following percentages of the aggregate
          of the  Employer's contributions allocated  to any  Participant's
          Account:  (i) 49% in  the case of  the purchase of  ordinary life
          insurance contracts; or (ii) 25%  in the case of the  purchase of
          term life insurance or universal life insurance contracts. If the
          Trustee  purchases  a  combination  of  ordinary  life  insurance
          contract(s) and  term life insurance or  universal life insurance
          contract(s),  then the sum of  one-half of the  premiums paid for
          the ordinary life insurance contract(s) and the premiums paid for
          the term  life insurance or universal  life insurance contract(s)
          may not exceed 25% of the Employer contributions allocated to any
          Participant's Account.
(B) Exception for certain profit sharing plans. If the Employer's
          Plan is  a profit sharing plan, the incidental insurance benefits
          requirement does not apply to the Plan if the Plan purchases life
          insurance benefits only  from Employer contributions  accumulated
          in the  Participant's Account for  at least  two years  (measured
          from the allocation date).

               11.02     LIMITATION  ON   LIFE  INSURANCE   PROTECTION. The
          Trustee will  not continue any life insurance  protection for any
          Participant  beyond  his annuity  starting  date  (as defined  in
          Article  VI).  If  the   Trustee  holds  any  incidental  benefit
          insurance contract(s)  for the benefit  of a Participant  when he
          terminates his employment  (other than by  reason of death),  the
          Trustee must proceed as follows: 

               (a) If the entire cash value of the contract(s) is vested in
               the terminating Participant, or if the contract(s) will have
               no cash  value  at  the end  of  the policy  year  in  which
               termination of employment occurs, the  Trustee will transfer
               the contract(s) to the Participant endorsed so as to vest in
               the  transferee  all  right,   title  and  interest  to  the
               contract(s), free  and clear of the  Trust; subject however,
               to restrictions  as to surrender  or payment of  benefits as
               the issuing insurance company may permit and as the Advisory
               Committee directs;

               (b)  If only part  of the cash  value of  the contract(s) is
               vested in  the terminating Participant, the  Trustee, to the
               extent the Participant's interest  in the cash value of  the
               contract(s)  is not  vested,  may adjust  the  Participant's
               interest in the value  of his Account attributable  to Trust
               assets other than incidental benefit insurance contracts and
               proceed as  in (a), or  the Trustee must effect  a loan from
               the issuing insurance  company on the  sole security of  the
               contract(s) for  an amount  equal to the  difference between
               the  cash value of the contract(s) at  the end of the policy
               year  in  which termination  of  employment  occurs and  the
               amount of the cash  value that is vested in  the terminating
               Participant, and the  Trustee must transfer  the contract(s)
               endorsed  so as to vest  in the transferee  all right, title
               and  interest to  the  contract(s), free  and  clear of  the
               Trust; subject however, to  the restrictions as to surrender
               or payment of  benefits as the issuing insurance company may
               permit and the Advisory Committee directs;
           
               (c)  If no  part of  the cash  value  of the  contract(s) is
               vested  in  the terminating  Participant,  the  Trustee must
               surrender  the  contract(s)  for  cash proceeds  as  may  be
               available.
In  accordance with  the written  direction of  the Advisory
          Committee,  the Trustee  will  make any  transfer of  contract(s)
          under this  Section 11.02  on the Participant's  annuity starting
          date  (or  as soon  as  administratively  practicable after  that
          date).  The Trustee  may  not transfer  any  contract under  this
          Section 11.02 which contains a method of payment not specifically
          authorized  by Article VI or which fails to comply with the joint
          and survivor annuity requirements,  if applicable, of Article VI.
          In this regard, the  Trustee either must convert such  a contract
          to  cash  and distribute  the cash  instead  of the  contract, or
          before making the transfer, require the issuing company to delete
          the unauthorized method of payment option from the contract. 

               11.03     DEFINITIONS. For purposes of this Article XI: 

               (a) "Policy" means  an ordinary life insurance contract or a
               term life  insurance contract  issued by  an insurer  on the
               life of a Participant. 

               (b)  "Issuing  insurance  company"  is  any  life  insurance
               company which  has issued a  policy upon application  by the
               Trustee under the terms of this Agreement. 

               (c) "Contract"  or "Contracts" means a  policy of insurance.
               In  the event of any conflict between the provisions of this
               Plan  and the terms of  any contract or  policy of insurance
               issued in accordance with this Article XI, the provisions of
               the Plan control. 

               (d) "Insurable  Participant" means a Participant  to whom an
               insurance company,  upon an  application being  submitted in
               accordance with  the Plan,  will  issue insurance  coverage,
               either as a standard risk or as a risk in an extra mortality
               classification. 

               11.04     DIVIDEND  PLAN.  The  dividend  plan   is  premium
          reduction unless  the Advisory  Committee directs the  Trustee to
          the contrary. The Trustee  must use all dividends for  a contract
          to purchase insurance  benefits or additional  insurance benefits
          for  the  Participant on  whose  life the  insurance  company has
          issued the contract. Furthermore, the Trustee must arrange, where
          possible,  for all policies  issued on the  lives of Participants
          under the Plan to have the same premium due date and all ordinary
          life insurance  contracts to contain guaranteed  cash values with
          as  uniform basic  options as  are possible  to obtain.  The term
          "dividends"  includes policy  dividends, refunds of  premiums and
          other credits. 

               11.05     INSURANCE COMPANY  NOT  A PARTY  TO AGREEMENT.  No
          insurance company, solely in its capacity as an issuing insurance
          company,  is a  party  to  this  Agreement  nor  is  the  company
          responsible for its validity.
11.06     INSURANCE  COMPANY  NOT RESPONSIBLE  FOR TRUSTEE'S
          ACTIONS.  No insurance company,  solely  in  its  capacity  as an
          issuing  insurance  company,  need  examine  the  terms  of  this
          Agreement nor is responsible for any action taken by the Trustee.

               11.07     INSURANCE COMPANY RELIANCE ON TRUSTEE'S SIGNATURE.
          For the purpose of making application to an insurance company and
          in the exercise  of any right or option contained  in any policy,
          the  insurance company may rely upon the signature of the Trustee
          and  is saved harmless and completely discharged in acting at the
          direction and authorization of the Trustee. 

               11.08     ACQUITTANCE.  An  insurance company  is discharged
          from all  liability for any amount paid to the Trustee or paid in
          accordance  with the direction of the Trustee, and is not obliged
          to see to the  distribution or further application of  any moneys
          it so pays. 

               11.09     DUTIES  OF  INSURANCE  COMPANY.    Each  insurance
          company  must keep  such   records, make  such identification  of
          contracts,  funds  and accounts  within  funds,  and supply  such
          information as may be necessary for the proper  administration of
          the Plan under which it is carrying insurance benefits. 

               Note: The provisions of this  Article XI are not applicable,
          and  the Plan  may  not  invest  in  insurance  contracts,  if  a
          Custodian signatory to the Adoption Agreement is a bank which has
          not  acquired  trust  powers  from its  governing  state  banking
          authority.

              *   *   *   *   *   *   *   *   *   *   *   *   *   *   *
ARTICLE XII 
                                    MISCELLANEOUS 

               12.01     EVIDENCE. Anyone required  to give evidence  under
          the  terms of  the  Plan may  do  so by  certificate,  affidavit,
          document or other information which the person to act in reliance
          may consider pertinent,  reliable and genuine,  and to have  been
          signed, made or  presented by  the proper party  or parties.  The
          Advisory Committee and the Trustee are fully  protected in acting
          and  relying upon  any evidence  described under  the immediately
          preceding sentence.

               12.02     NO RESPONSIBILITY FOR EMPLOYER ACTION. Neither the
          Trustee   nor the Advisory Committee   has   any  obligation   or
          responsibility with respect to any action required by the Plan to
          be  taken by the Employer,  any Participant or eligible Employee,
          or for the failure of any of the above persons to act or make any
          payment  or contribution,  or  to otherwise  provide any  benefit
          contemplated  under this  Plan.  Furthermore, the  Plan does  not
          require the  Trustee or  the Advisory  Committee  to collect  any
          contribution  required  under  the  Plan,  or  to  determine  the
          correctness of  the amount of any  Employer contribution. Neither
          the  Trustee nor the Advisory  Committee need inquire  into or be
          responsible for any action or  failure to act on the part  of the
          others,  or  on  the  part  of  any  other  person  who  has  any
          responsibility  regarding  the   management,  administration   or
          operation of the Plan, whether  by the express terms of the  Plan
          or by  a separate  agreement  authorized by  the Plan  or by  the
          applicable  provisions  of  ERISA.   Any  action  required  of  a
          corporate  Employer  must be  by its  Board  of Directors  or its
          designate. 

               12.03     FIDUCIARIES  NOT  INSURERS.  All benefits  payable
          under the  Plan shall  be paid or  provided for  solely from  the
          Trust  Fund.   The  Trustee,  the  Advisory Committee,  the  Plan
          Administrator and the Employer in no way guarantee the Trust Fund
          from loss or depreciation.   The Employer does not  guarantee the
          payment of  any money which may  be or becomes due  to any person
          from the Trust Fund.  the liability of the Advisory Committee and
          the  Trustee to make any payment from  the Trust Fund at any time
          and  all times  is limited  to the  then available assets  of the
          Trust.

               12.04     WAIVER OF  NOTICE. Any person  entitled to  notice
          under the Plan may waive the notice, unless the Code or  Treasury
          regulations   prescribe  the  notice  or  ERISA  specifically  or
          impliedly prohibits such a waiver. 

               12.05     SUCCESSORS.  The Plan is  binding upon all persons
          entitled  to benefits under the Plan,  their respective heirs and
          legal  representatives, upon  the  Employer, its  successors  and
          assigns,  and upon the Trustee,  the Advisory Committee, the Plan
          Administrator and their successors.
12.06     WORD USAGE. Words used in the masculine also apply
          to the feminine where applicable, and wherever the context of the
          Employer's Plan  dictates, the  plural includes the  singular and
          the singular includes the plural. 

               12.07     STATE LAW. The law of the state of the Master Plan
          Sponsor's   principal   place  of   business   (unless  otherwise
          designated in  an addendum to the  Employer's Adoption Agreement)
          will  determine  all  questions   arising  with  respect  to  the
          provisions of  this Agreement except to the  extent superseded by
          Federal law.

               12.08     EMPLOYER'S RIGHT TO PARTICIPATE. If the Employer's
          Plan  fails to  qualify or  to maintain  qualification or  if the
          Employer  makes any amendment  or modification to  a provision of
          this  Plan  (other  than  a  proper  completion  of  an  elective
          provision under  the Adoption Agreement  or the attachment  of an
          addendum  authorized by the  Plan or by  the Adoption Agreement),
          the Employer may  no longer participate  under this Master  Plan.
          The   Employer  also   may  not   participate  (or   continue  to
          participate)  in this Master Plan if the Trustee or Custodian (or
          a  change in  the  Trustee or  Custodian)  does not  satisfy  the
          requirements of Section 1.02 of the Plan. If the Employer is  not
          entitled to  participate under  this Master Plan,  the Employer's
          Plan is an individually-designed plan and the reliance procedures
          specified  in the  applicable Adoption  Agreement no  longer will
          apply.

               12.09     EMPLOYMENT  NOT  GUARANTEED. Nothing  contained in
          this  Plan, or with respect to the establishment of the Trust, or
          any modification  or amendment to  the Plan  or Trust, or  in the
          creation of any Account, or the payment of any benefit, gives any
          Employee, Employee-Participant or  any Beneficiary  any right  to
          continue  employment, any  legal or  equitable right  against the
          Employer, or Employee of the Employer, or against the Trustee, or
          its  agents  or employees,  or  against  the Plan  Administrator,
          except as expressly provided by the  Plan, the Trust, ERISA or by
          a separate agreement. 

              *   *   *   *   *   *   *   *   *   *   *   *   *   *   *
ARTICLE XIII 
                      EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION 

               13.01     EXCLUSIVE  BENEFIT.  Except   as  provided   under
          Article III, the Employer has no beneficial interest in any asset
          of the Trust  and no  part of  any asset  in the  Trust may  ever
          revert  to  or  be repaid  to  an  Employer,  either directly  or
          indirectly;  nor, prior  to the  satisfaction of  all liabilities
          with respect  to the  Participants and their  Beneficiaries under
          the Plan, may any part of the corpus or income of the Trust Fund,
          or any asset of the Trust, be (at any time) used for, or diverted
          to, purposes other than the exclusive benefit of the Participants
          or their Beneficiaries. However,  if the Commissioner of Internal
          Revenue, upon the Employer's request for initial approval of this
          Plan,  determines the  Trust  created under  the  Plan is  not  a
          qualified trust  exempt from Federal  income tax, then  (and only
          then)  the Trustee, upon  written notice from  the Employer, will
          return the Employer's  contributions (and increment  attributable
          to  the contributions) to the Employer. The Trustee must make the
          return  of the  Employer  contribution under  this Section  13.01
          within  one year of a final disposition of the Employer's request
          for initial approval of  the Plan. The Employer's Plan  and Trust
          will  terminate  upon  the  Trustee's return  of  the  Employer's
          contributions. 

               13.02     AMENDMENT   BY   EMPLOYER.   The Employer  has the
          right at any time and  from time to time: 

               (a)  To  amend  the  elective  provisions  of  the  Adoption
               Agreement in any manner  it deems necessary or  advisable in
               order to  qualify (or  maintain qualification of)  this Plan
               and  the Trust created under it under the provisions of Code
               Sect.401(a); 

               (b)  To amend the Plan  to allow the Plan to operate under a
               waiver of the minimum funding requirement; and 

               (c)  To amend this Agreement in any other manner. 

               No amendment may authorize  or permit any of the  Trust Fund
          (other  than  the  part  which  is  required  to  pay  taxes  and
          administration  expenses) to be used  for or diverted to purposes
          other than for the exclusive benefit of the Participants or their
          Beneficiaries  or estates. No  amendment may cause  or permit any
          portion of  the Trust Fund to  revert to or become  a property of
          the  Employer. The Employer also may not make any amendment which
          affects the  rights, duties  or responsibilities of  the Trustee,
          the  Plan Administrator  or  the Advisory  Committee without  the
          written consent  of the affected Trustee,  the Plan Administrator
          or  the affected member  of the Advisory  Committee. The Employer
          must make all  amendments in writing.  Each amendment must  state
          the date  to which  it is  either retroactively  or prospectively
effective. See Section 12.08 for the effect of certain amendments
          adopted by the Employer. 

          (A)   Code  Sect.411(d)(6)   protected  benefits.   An  amendment
          (including  the  adoption of  this Plan  as  a restatement  of an
          existing plan) may not  decrease a Participant's Accrued Benefit,
          except to the extent permitted under Code Sect.412(c)(8), and may
          not reduce  or eliminate  Code Sect.411(d)(6)  protected benefits
          determined immediately prior to the adoption date  (or, if later,
          the  effective date)  of the amendment.  An amendment  reduces or
          eliminates   Code  Sect.411(d)(6)   protected  benefits   if  the
          amendment has the effect of either (1) eliminating or reducing an
          early retirement benefit or a retirement-type subsidy (as defined
          in  Treasury regulations), or (2) except  as provided by Treasury
          regulations,  eliminating  an  optional   form  of  benefit.  The
          Advisory  Committee must  disregard  an amendment  to the  extent
          application  of   the  amendment  would  fail   to  satisfy  this
          paragraph. If the Advisory  Committee must disregard an amendment
          because the amendment would violate clause (1) or clause (2), the
          Advisory  Committee  must  maintain   a  schedule  of  the  early
          retirement option  or other  optional forms  of benefit  the Plan
          must continue for the affected Participants.

               13.03     AMENDMENT BY MASTER PLAN  SPONSOR. The Master Plan
          Sponsor  (or PPD, as agent  of the Master  Plan Sponsor), without
          the Employer's consent, may  amend the Plan and Trust,  from time
          to  time,  in  order  to  conform  the  Plan  and  Trust  to  any
          requirement  for qualification  of the Plan  and Trust  under the
          Internal  Revenue Code. The Master Plan Sponsor may not amend the
          Plan in any  manner which would modify  any election made  by the
          Employer under  the Plan without the  Employer's written consent.
          Furthermore,  the Master Plan Sponsor  may not amend  the Plan in
          any manner which would violate the proscription of Section 13.02.
          A Trustee does not have the power to amend the Plan or Trust. 

               13.04     DISCONTINUANCE. The Employer has the right, at any
          time, to suspend or discontinue its contributions under the Plan,
          and  to terminate, at  any time, this Plan  and the Trust created
          under this Agreement. The  Plan will terminate upon the  first to
          occur of the following: 

               (a) The date terminated by action of the Employer; 

               (b) The  dissolution or merger  of the Employer,  unless the
               successor  makes provision  to continue  the Plan,  in which
               event the  successor must substitute itself  as the Employer
               under this  Plan. Any termination of the Plan resulting from
               this paragraph  (b) is  not effective until  compliance with
               any applicable notice requirements under ERISA.
13.05     FULL VESTING  ON TERMINATION. Upon either  full or
          partial termination of the Plan, or, if applicable, upon complete
          discontinuance of profit sharing  plan contributions to the Plan,
          an affected Participant's  right to his  Accrued Benefit is  100%
          Nonforfeitable,  irrespective  of  the Nonforfeitable  percentage
          which otherwise would apply under Article V.

               13.06     MERGER/DIRECT  TRANSFER.  The   Trustee  may   not
          consent to,  or be a party  to, any merger or  consolidation with
          another  plan, or  to  a transfer  of  assets or  liabilities  to
          another  plan, unless immediately after the merger, consolidation
          or  transfer,  the surviving  Plan  provides  each Participant  a
          benefit equal to  or greater  than the  benefit each  Participant
          would have  received had  the Plan terminated  immediately before
          the merger  or consolidation  or transfer. The  Trustee possesses
          the specific authority  to enter into merger agreements or direct
          transfer  of  assets  agreements   with  the  trustees  of  other
          retirement  plans  described in  Code  Sect.401(a), including  an
          elective transfer,  and to  accept  the direct  transfer of  plan
          assets,  or to  transfer  plan assets,  as a  party  to any  such
          agreement. 

               The Trustee may accept  a direct transfer of plan  assets on
          behalf  of an Employee prior  to the date  the Employee satisfies
          the Plan's eligibility  conditions. If the Trustee accepts such a
          direct  transfer  of  plan  assets, the  Advisory  Committee  and
          Trustee must treat the Employee as a Participant for all purposes
          of the Plan except the Employee is not a Participant for purposes
          of sharing  in Employer contributions or  Participant forfeitures
          under the Plan  until he  actually becomes a  Participant in  the
          Plan. 

          (A)  Elective transfers. The  Trustee, after August  9, 1988, may
          not  consent to,  or be  a  party to  a merger,  consolidation or
          transfer  of assets  with  a defined  benefit  plan, except  with
          respect  to  an  elective  transfer, or  unless  the  transferred
          benefits are in the form of paid-up individual annuity  contracts
          guaranteeing  the   payment  of   the  transferred   benefits  in
          accordance with the terms of the transferor plan and in  a manner
          consistent with the Code  and with ERISA. The Trustee  will hold,
          administer and distribute the transferred assets as a part of the
          Trust  Fund and  the Trustee  must  maintain a  separate Employer
          contribution Account  for the  benefit of  the Employee on  whose
          behalf  the Trustee accepted the transfer in order to reflect the
          value of the transferred  assets. Unless a transfer of  assets to
          this Plan is  an elective  transfer, the Plan  will preserve  all
          Code  Sect.411(d)(6)  protected benefits  with  respect  to those
          transferred assets, in  the manner described in  Section 13.02. A
          transfer is an elective  transfer if: (1) the  transfer satisfies
          the  first paragraph of this  Section 13.06; (2)  the transfer is
          voluntary, under  a fully  informed election by  the Participant;
          (3)  the Participant  has an  alternative that  retains  his Code
          Sect.411(d)(6) protected benefits  (including an option  to leave
          his  benefit  in  the  transferor  plan,  if  that  plan  is  not
terminating); (4)  the transfer satisfies the  applicable spousal
          consent  requirements  of  the  Code;  (5)  the  transferor  plan
          satisfies the joint and survivor notice requirements of the Code,
          if  the Participant's  transferred  benefit is  subject to  those
          requirements;  (6)  the  Participant  has a  right  to  immediate
          distribution  from the transferor  plan, in lieu  of the elective
          transfer;  (7) the transferred benefit is at least the greater of
          the single sum  distribution provided by the  transferor plan for
          which the Participant  is eligible  or the present  value of  the
          Participant's accrued  benefit under the transferor  plan payable
          at that plan's normal  retirement age; (8) the Participant  has a
          100% Nonforfeitable interest in  the transferred benefit; and (9)
          the transfer otherwise satisfies applicable Treasury regulations.
          An elective  transfer may occur  between qualified  plans of  any
          type. Any direct transfer  of assets from a defined  benefit plan
          after  August 9, 1988, which does not satisfy the requirements of
          this  paragraph will  render  the  Employer's Plan  individually-
          designed. See Section 12.08.

          (B) Distribution restrictions under Code Sect.401(k). If the Plan
          receives a direct  transfer (by merger or  otherwise) of elective
          contributions  (or amounts  treated  as  elective  contributions)
          under   a  Plan   with  a   Code  Sect.401(k)   arrangement,  the
          distribution  restrictions of  Code Sect.Sect.401(k)(2)  and (10)
          continue to apply to those transferred elective contributions.

               13.07     TERMINATION. 

          (A)  Procedure. Upon  termination of  the Plan,  the distribution
          provisions  of Article  VI remain  operative, with  the following
          exceptions:

               (1) if the present value of the Participant's Nonforfeitable
               Accrued  Benefit   does  not  exceed  $3,500,  the  Advisory
               Committee   will  direct  the   Trustee  to  distribute  the
               Participant's Nonforfeitable Accrued Benefit  to him in lump
               sum as  soon as administratively practicable  after the Plan
               terminates; and

               (2) if the present value of the Participant's Nonforfeitable
               Accrued  Benefit exceeds  $3,500,  the  Participant  or  the
               Beneficiary,   in  addition   to  the   distribution  events
               permitted under Article  VI, may elect  to have the  Trustee
               commence distribution of  his Nonforfeitable Accrued Benefit
               as  soon  as  administratively practicable  after  the  Plan
               terminates. 

               To liquidate the Trust, the Advisory Committee will purchase
          a deferred  annuity contract for each  Participant which protects
          the  Participant's distribution  rights  under the  Plan, if  the
          Participant's  Nonforfeitable Accrued Benefit  exceeds $3,500 and
          the Participant does not elect an immediate distribution pursuant
          to Paragraph (2).
If the Employer's Plan is a profit sharing plan, in lieu  of
          the  preceding   provisions  of   this  Section  13.07   and  the
          distribution  provisions of  Article VI,  the Advisory  Committee
          will  direct  the   Trustee  to  distribute   each  Participant's
          Nonforfeitable  Accrued   Benefit,  in  lump  sum,   as  soon  as
          administratively practicable after the  termination of the  Plan,
          irrespective  of   the   present  value   of  the   Participant's
          Nonforfeitable  Accrued  Benefit   and  whether  the  Participant
          consents to that distribution. This paragraph does  not apply if:
          (1) the Plan provides an annuity option; or (2) as  of the period
          between the Plan termination  date and the final distribution  of
          assets,  the  Employer maintains  any other  defined contribution
          plan (other  than an ESOP). The  Employer, in an  addendum to its
          Adoption Agreement  numbered 13.07, may  elect not  to have  this
          paragraph apply.

               The Trust will continue until the Trustee in accordance with
          the  direction of the  Advisory Committee has  distributed all of
          the benefits under the Plan. On each valuation date, the Advisory
          Committee will credit any part of a Participant's Accrued Benefit
          retained in the Trust with its proportionate share of the Trust's
          income, expenses, gains and losses, both realized and unrealized.
          Upon termination of  the Plan, the amount, if  any, in a suspense
          account under Article III will revert to the Employer, subject to
          the  conditions of  the  Treasury regulations  permitting such  a
          reversion. A resolution or amendment to freeze all future benefit
          accrual  but otherwise to  continue maintenance of  this Plan, is
          not a termination for purposes of this Section 13.07.

          (B)  Distribution restrictions  under  Code Sect.401(k).  If  the
          Employer's  Plan includes  a Code  Sect.401(k) arrangement  or if
          transferred assets described in Section 13.06 are subject  to the
          distribution  restrictions of Code  Sect.Sect.401(k)(2) and (10),
          the  special distribution  provisions of  this Section  13.07 are
          subject to the restrictions of this paragraph. The portion of the
          Participant's  Nonforfeitable  Accrued  Benefit  attributable  to
          elective  contributions (or  to  amounts treated  under the  Code
          Sect.401(k)  arrangement   as  elective  contributions)   is  not
          distributable  on account  of Plan  termination, as  described in
          this  Section 13.07,  unless:  (a) the  Participant otherwise  is
          entitled under the  Plan to a distribution of that portion of his
          Nonforfeitable  Accrued  Benefit;  or  (b)  the Plan  termination
          occurs  without  the  establishment  of  a  successor  plan.    A
          successor plan  under clause (b)  is a defined  contribution plan
          (other than an ESOP) maintained by the Employer (or by a  related
          employer) at  the time of the  termination of the  Plan or within
          the period ending twelve  months after the final distribution  of
          assets. A  distribution made  after March  31, 1988,  pursuant to
          clause (b),  must  be part  of  a lump  sum distribution  to  the
          Participant of his Nonforfeitable Accrued Benefit.

              *   *   *   *   *   *   *   *   *   *   *   *   *   *   *
ARTICLE XIV
                  CODE Sect.401(k) AND CODE Sect.401(m) ARRANGEMENTS

               14.01 APPLICATION. This Article XIV applies to an Employer's
          Plan  only if the  Employer is maintaining its  Plan under a Code
          Sect.401(k) Adoption Agreement.

               14.02 CODE Sect.401(k) ARRANGEMENT.  The Employer will elect
          in Section 3.01  of its Adoption Agreement the terms  of the Code
          Sect.401(k)  arrangement,   if  any,  under  the   Plan.  If  the
          Employer's  Plan is  a  Standardized Plan,  the Code  Sect.401(k)
          arrangement  must  be  a  salary reduction  arrangement.  If  the
          Employer's Plan  is a Nonstandardized Plan,  the Code Sect.401(k)
          arrangement  may be a salary  reduction arrangement or  a cash or
          deferred arrangement.

          (A)  Salary  Reduction  Arrangement.  If the  Employer  elects  a
          salary   reduction   arrangement,   any   Employee   eligible  to
          participate  in the  Plan may file  a salary  reduction agreement
          with the  Advisory Committee. The salary  reduction agreement may
          not be  effective earlier  than the  following date  which occurs
          last: (i)  the Employee's Plan Entry  Date (or, in the  case of a
          reemployed Employee, his reparticipation date under Article  II);
          (ii)  the  execution  date  of the  Employee's  salary  reduction
          agreement;  (iii)   the  date   the  Employer  adopts   the  Code
          Sect.401(k) arrangement by  executing the Adoption Agreement;  or
          (iv) the effective date of  the Code Sect.401(k) arrangement,  as
          specified in the Employer's Adoption Agreement.  Regarding clause
          (i),  an Employee subject to the Break in Service rule of Section
          2.03(B)  of  the  Plan may  not  enter  into  a salary  reduction
          agreement until the Employee has completed a sufficient number of
          Hours of Service  to receive  credit for  a Year  of Service  (as
          defined in Section 2.02) following  his reemployment commencement
          date. A  salary reduction  agreement must  specify the amount  of
          Compensation  (as  defined  in  Section 1.12)  or  percentage  of
          Compensation the  Employee wishes to defer.  The salary reduction
          agreement will apply only to Compensation which becomes currently
          available  to the Employee after the effective date of the salary
          reduction agreement. The Employer will apply a reduction election
          to  all  Compensation (and  to  increases  in such  Compensation)
          unless the  Employee specifies in his  salary reduction agreement
          to  limit the election to certain Compensation. The Employer will
          specify  in  Adoption  Agreement   Section  3.01  the  rules  and
          restrictions  applicable   to  the  Employees   salary  reduction
          agreements.

          (B)  Cash or  deferred arrangement. If the Employer elects a cash
          or deferred arrangement, a  Participant may elect to make  a cash
          election against  his proportionate share of  the Employer's Cash
          or  Deferred  Contribution,  in accordance  with  the  Employer's
          elections  in Adoption  Agreement  Section 3.01.  A Participant's
          proportionate   share  of   the  Employer's   Cash  or   Deferred
          Contribution  is the  percentage of  the total  Cash or  Deferred
          Contribution which  bears the  same ratio that  the Participant's
Compensation for the Plan Year bears to the total Compensation of
          all Participants for the  Plan Year. For purposes of  determining
          each Participant's  proportionate share  of the Cash  or Deferred
          Contribution, a Participant's Compensation is his Compensation as
          determined under Section 1.12 of the Plan (as modified by Section
          3.06  for   allocation  purposes),   excluding  any  effect   the
          proportionate  share may have  on the  Participant's Compensation
          for  the Plan  Year. The  Advisory Committee  will determine  the
          proportionate share  prior to the  Employer's actual contribution
          to the Trust, to provide the Participants the opportunity to file
          cash elections. The Employer will pay directly to the Participant
          the  portion  of  his  proportionate share  the  Participant  has
          elected to receive in cash.

          (C)  Election not  to participate. A Participant's  or Employee's
          election not  to participate, pursuant to  Section 2.06, includes
          his right to enter into a salary reduction agreement or  to share
          in  the allocation of a Cash or Deferred Contribution, unless the
          Participant  or Employee limits the effect of the election to the
          non-401(k) portions of the Plan.

               14.03 DEFINITIONS. For purposes of this Article XIV:

               (a)  "Highly   Compensated   Employee"  means   an  Eligible
               Employee who satisfies the definition in Section 1.09 of the
               Plan. Family  members aggregated as a  single Employee under
               Section   1.09  constitute   a  single   Highly  Compensated
               Employee,  whether a  particular family  member is  a Highly
               Compensated  Employee or  a  Nonhighly Compensated  Employee
               without the application of family aggregation.

               (b)  "Nonhighly  Compensated  Employee"  means  an  Eligible
               Employee who is not a Highly Compensated Employee and who is
               not  a  family  member   treated  as  a  Highly  Compensated
               Employee.

               (c)  "Eligible Employee" means, for purposes of the ADP test
               described in Section 14.08,  an Employee who is eligible  to
               enter into a  salary reduction agreement for  the Plan Year,
               irrespective  of whether  he  actually enters  into such  an
               agreement,  and  a  Participant   who  is  eligible  for  an
               allocation  of the Employer's  Cash or Deferred Contribution
               for the Plan Year. For purposes of the ACP test described in
               Section 14.09,  an "Eligible Employee"  means a  Participant
               who  is  eligible  to  receive  an  allocation  of  matching
               contributions (or would be  eligible if he made the  type of
               contributions necessary to receive an allocation of matching
               contributions)  and a  Participant who  is eligible  to make
               nondeductible  contributions,  irrespective  of  whether  he
               actually  makes  nondeductible  contributions.  An  Employee
               continues to  be an  Eligible Employee during  a period  the
               Plan  suspends   the  Employee's  right  to   make  elective
               deferrals   or   nondeductible  contributions   following  a
               hardship distribution.
(d)  "Highly Compensated Group" means  the group of Eligible
               Employees who are Highly  Compensated Employees for the Plan
               Year.

               (e)  "Nonhighly  Compensated  Group"   means  the  group  of
               Eligible Employees who  are Nonhighly Compensated  Employees
               for the Plan Year.

               (f)  "Compensation" means, except  as specifically  provided
               in   this  Article   XIV,   Compensation   as  defined   for
               nondiscrimination purposes in  Section 1.12(B) of  the Plan.
               To compute an Employee's ADP  or ACP, the Advisory Committee
               may limit  Compensation taken  into account to  Compensation
               received only for the  portion of the Plan Year in which the
               Employee was an  Eligible Employee and only for  the portion
               of the Plan Year in  which the Plan or the Code  Sect.401(k)
               arrangement was in effect. 

               (g)  "Deferral    contributions"   are    Salary   Reduction
               Contributions  and   Cash  or  Deferred   Contributions  the
               Employer contributes to  the Trust on behalf  of an Eligible
               Employee, irrespective of  whether, in the  case of Cash  or
               Deferred Contributions, the contribution is at the  election
               of  the Employee.  For Salary  Reduction Contributions,  the
               terms "deferral contributions" and "elective deferrals" have
               the same meaning.

               (h)  "Elective   deferrals"   are   all   Salary   Reduction
               Contributions  and  that portion  of  any  Cash or  Deferred
               Contribution which the Employer  contributes to the Trust at
               the  election of an Eligible Employee. Any portion of a Cash
               or Deferred Contribution contributed to the Trust because of
               the Employee's  failure  to  make  a  cash  election  is  an
               elective  deferral.  However,  any  portion  of  a  Cash  or
               Deferred Contribution over which  the Employee does not have
               a  cash  election  is  not an  elective  deferral.  Elective
               deferrals do not include amounts which have become currently
               available to  the Employee prior to the election nor amounts
               designated as  nondeductible contributions  at  the time  of
               deferral or contribution.

               (i)  "Matching contributions" are contributions made  by the
               Employer  on  account of  elective  deferrals  under a  Code
               Sect.401(k)   arrangement   or   on  account   of   employee
               contributions.    Matching   contributions    also   include
               Participant  forfeitures  allocated   on  account  of   such
               elective deferrals or employee contributions.

               (j)  "Nonelective contributions" are  contributions made  by
               the Employer which are not subject to a deferral election by
               an Employee and which are not matching contributions.

               (k)  "Qualified   matching   contributions"   are   matching
               contributions which are 100% Nonforfeitable at all times and
which are subject to the distribution restrictions described
               in  paragraph  (m).  Matching  contributions  are  not  100%
               Nonforfeitable  at all  times  if the  Employee  has a  100%
               Nonforfeitable  interest  because of  his  Years of  Service
               taken into  account under  a vesting schedule.  Any matching
               contributions   allocated   to  a   Participant's  Qualified
               Matching  Contributions Account under the Plan automatically
               satisfy the definition of qualified matching contributions.

               (l)  "Qualified  nonelective contributions"  are nonelective
               contributions which are 100% Nonforfeitable at all times and
               which are subject to the distribution restrictions described
               in  paragraph (m).  Nonelective contributions  are  not 100%
               Nonforfeitable  at all  times  if the  Employee  has a  100%
               Nonforfeitable  interest because  of  his  Years of  Service
               taken into account under a vesting schedule. Any nonelective
               contributions   allocated   to  a   Participant's  Qualified
               Nonelective   Contributions   Account    under   the    Plan
               automatically   satisfy   the   definition    of   qualified
               nonelective contributions.

               (m)  "Distribution  restrictions" means the Employee may not
               receive a  distribution of the  specified contributions (nor
               earnings  on those contributions) except in the event of (1)
               the   Participant's   death,   disability,  termination   of
               employment or attainment of  age 59 1/2, (2) financial hardship
               satisfying  the  requirements  of Code  Sect.401(k)  and the
               applicable  Treasury  regulations, (3)  a  plan termination,
               without  establishment of  a successor  defined contribution
               plan (other than an  ESOP), (4) a sale of  substantially all
               of the  assets (within  the meaning of  Code Sect.409(d)(2))
               used in a  trade or business,  but only  to an employee  who
               continues  employment with  the corporation  acquiring those
               assets, or (5) a sale by a corporation of its  interest in a
               subsidiary (within the meaning of Code  Sect.409(d)(3)), but
               only  to  an  employee  who continues  employment  with  the
               subsidiary.  For Plan  Years  beginning after  December  31,
               1988, a  distribution on  account of financial  hardship, as
               described  in  clause  (2),  may  not  include  earnings  on
               elective deferrals credited as of a date later than December
               31,   1988,   and   may  not   include   qualified  matching
               contributions and qualified  nonelective contributions,  nor
               any earnings on such  contributions, credited after December
               31,  1988.   A  plan  does  not   violate  the  distribution
               restrictions if, instead of the  December 31, 1988, date  in
               the preceding  sentence the plan specifies a  date not later
               than the end  of the  last Plan Year  ending before July  1,
               1989. A distribution  described in clauses (3),  (4) or (5),
               if  made  after  March   31,  1988,  must  be  a   lump  sum
               distribution, as required under Code Sect.401(k)(10).
(n)  "Employee  contributions" are  contributions made  by a
               Participant  on an  after-tax  basis, whether  voluntary  or
               mandatory, and  designated, at the time  of contribution, as
               an  employee  (or   nondeductible)  contribution.   Elective
               deferrals  and  deferral   contributions  are  not  employee
               contributions. Participant nondeductible contributions, made
               pursuant  to   Section  4.01  of  the   Plan,  are  employee
               contributions.

               14.04    MATCHING CONTRIBUTIONS/EMPLOYEE  CONTRIBUTIONS. The
          Employer may elect in Adoption Agreement  Section 3.01 to provide
          matching contributions. The  Employer also may elect in  Adoption
          Agreement Section 4.01 to  permit or to require a  Participant to
          make nondeductible contributions.

          (A)  Mandatory   contributions.  Any   Participant  nondeductible
          contributions eligible  for matching contributions  are mandatory
          contributions.  The Advisory  Committee will maintain  a separate
          accounting,  pursuant to Section 4.06 of the Plan, to reflect the
          Participant's   Accrued  Benefit   derived  from   his  mandatory
          contributions. The  Employer,  under Adoption  Agreement  Section
          4.05, may prescribe special  distribution restrictions which will
          apply  to  the  Mandatory  Contributions  Account  prior  to  the
          Participant's  Separation from Service.  Following his Separation
          from Service,  the general distribution provisions  of Article VI
          apply  to  the   distribution  of  the  Participant's   Mandatory
          Contributions Account.

               14.05 TIME  OF PAYMENT  OF CONTRIBUTIONS. The  Employer must
          make  Salary  Reduction Contributions  to  the  Trust  within  an
          administratively reasonable period of  time after withholding the
          corresponding Compensation from the Participant. Furthermore, the
          Employer  must  make  Salary  Reduction  Contributions,  Cash  or
          Deferred    Contributions,   Employer    matching   contributions
          (including   qualified   Employer  matching   contributions)  and
          qualified Employer  nonelective contributions  no later  than the
          time   prescribed  by   the  Code   or  by   applicable  Treasury
          regulations. Salary Reduction Contributions  and Cash or Deferred
          Contributions are Employer  contributions for all  purposes under
          this  Plan, except to the extent the Code or Treasury regulations
          prohibit  the   use  of   these  contributions  to   satisfy  the
          qualification requirements of the Code.

               14.06    SPECIAL    ALLOCATION    PROVISIONS   -    DEFERRAL
          CONTRIBUTIONS,  MATCHING CONTRIBUTIONS AND  QUALIFIED NONELECTIVE
          CONTRIBUTIONS.   To  make allocations   under   the   Plan,   the
          Advisory Committee  must  establish   a  Deferral   Contributions
          Account, a  Qualified Matching  Contributions Account, a  Regular
          Matching   Contributions   Account,   a   Qualified   Nonelective
          Contributions Account  and an Employer Contributions  Account for
          each Participant.

          (A)  Deferral contributions. The Advisory Committee will allocate
          to each Participant's  Deferral Contributions Account the  amount
of Deferral  Contributions the  Employer  makes to  the Trust  on
          behalf of  the Participant. The Advisory Committee will make this
          allocation  as  of the  last day  of  each Plan  Year  unless, in
          Adoption   Agreement  Section  3.04,  the  Employer  elects  more
          frequent allocation dates for salary reduction contributions. 

          (B)  Matching contributions.  The  Employer must  specify in  its
          Adoption Agreement  whether the Advisory Committee  will allocate
          matching  contributions to  the Qualified  Matching Contributions
          Account or to the Regular Matching Contributions Account of  each
          Participant. The Advisory Committee  will make this allocation as
          of the last  day of each Plan Year  unless, in Adoption Agreement
          Section 3.04, the Employer  elects more frequent allocation dates
          for matching contributions.

               (1)  To the extent the Employer makes matching contributions
               under a  fixed matching  contribution formula,  the Advisory
               Committee will  allocate the  matching  contribution to  the
               Account  of the  Participant  on whose  behalf the  Employer
               makes  that  contribution.  A  fixed  matching  contribution
               formula is a formula under  which the Employer contributes a
               certain  percentage   or  dollar  amount  on   behalf  of  a
               Participant   based   on    that   Participant's    deferral
               contributions or nondeductible contributions eligible  for a
               match,  as  specified  in  Section 3.01  of  the  Employer's
               Adoption  Agreement.  The  Employer  may   contribute  on  a
               Participant's behalf under a specific  matching contribution
               formula  only  if  the  Participant  satisfies  the  accrual
               requirements for matching contributions specified in Section
               3.06 of  the Employer's Adoption  Agreement and only  to the
               extent  the  matching  contribution   does  not  exceed  the
               Participant's annual  additions  limitation  in  Part  2  of
               Article III.

               (2)  To the extent the Employer makes matching contributions
               under a  discretionary formula, the Advisory  Committee will
               allocate  the  discretionary matching  contributions  to the
               Account  of  each  Participant  who  satisfies  the  accrual
               requirements for matching contributions specified in Section
               3.06 of the Employer's Adoption Agreement. The allocation of
               discretionary  matching  contributions  to  a  Participant's
               Account is  in the  same proportion that  each Participant's
               eligible   contributions  bear   to   the   total   eligible
               contributions  of  all  Participants. If  the  discretionary
               formula  is a  tiered formula,  the Advisory  Committee will
               make this allocation separately with respect to each tier of
               eligible contributions, allocating in such manner the amount
               of  the matching  contributions  made with  respect to  that
               tier.   "Eligible   contributions"  are   the  Participant's
               deferral   contributions   or  nondeductible   contributions
               eligible  for an  allocation  of matching  contributions, as
               specified  in  Section  3.01   of  the  Employer's  Adoption
               Agreement.
If  the  matching  contribution   formula  applies  both  to
          deferral   contributions   and   to   Participant   nondeductible
          contributions, the matching contributions apply first to deferral
          contributions.  Furthermore,  the  matching contribution  formula
          does  not  apply  to   deferral  contributions  that  are  excess
          deferrals  under  Section 14.07.  For  this  purpose: (a)  excess
          deferrals  relate first  to deferral  contributions for  the Plan
          Year not otherwise eligible for  a matching contribution; and (2)
          if the Plan Year is not a calendar year, the excess deferrals for
          a Plan Year are  the last elective deferrals made for  a calendar
          year.  Under  a  Standardized  Plan,  an  Employee  forfeits  any
          matching contribution attributable  to an excess contribution  or
          to an  excess aggregate contribution, unless distributed pursuant
          to Sections  14.08 or 14.09.  Under a Nonstandardized  Plan, this
          forfeiture rule  applies only if specified  in Adoption Agreement
          Section 3.06. The provisions of Section 3.05 govern the treatment
          of any forfeiture  described in this paragraph,  and the Advisory
          Committee  will  compute  a  Participant's  ACP  under  14.09  by
          disregarding the forfeiture.

          (C)  Qualified nonelective contributions. If the Employer, at the
          time of contribution, designates a contribution to be a qualified
          nonelective  contribution   for  the  Plan   Year,  the  Advisory
          Committee  will allocate that  qualified nonelective contribution
          to  the  Qualified  Nonelective  Contributions  Account  of  each
          Participant  eligible  for  an  allocation   of  that  designated
          contribution,  as specified  in  Section 3.04  of the  Employer's
          Adoption   Agreement.  The  Advisory   Committee  will  make  the
          allocation  to each  eligible Participant's  Account in  the same
          ratio that the Participant's Compensation for the Plan Year bears
          to the total  Compensation of all  eligible Participants for  the
          Plan Year. The Advisory  Committee will determine a Participant's
          Compensation  in  accordance  with  the   general  definition  of
          Compensation under Section 1.12  of the Plan, as modified  by the
          Employer in Sections 1.12 and 3.06 of its Adoption Agreement.

          (D)  Nonelective contributions. To the extent the Employer  makes
          nonelective contributions for the Plan Year which, at the time of
          contribution,  it  does not  designate  as qualified  nonelective
          contributions,  the  Advisory   Committee  will  allocate   those
          contributions in accordance with the elections under Section 3.04
          of the Employer's Adoption Agreement. For purposes of the special
          nondiscrimination tests  described in  Sections 14.08  and 14.09,
          the  Advisory  Committee   may  treat  nonelective  contributions
          allocated  under   this   paragraph  as   qualified   nonelective
          contributions,  if  the   contributions  otherwise  satisfy   the
          definition of qualified nonelective contributions.

               14.07 ANNUAL ELECTIVE DEFERRAL LIMITATION. 

          (A)  Annual Elective Deferral Limitation. An  Employee's elective
          deferrals for a  calendar year beginning after December 31, 1986,
          may not  exceed the 402(g)  limitation. The 402(g)  limitation is
          the  greater of $7,000 or  the adjusted amount  determined by the
Secretary  of the  Treasury. If, pursuant  to a  salary reduction
          agreement  or pursuant  to  a  cash  or  deferral  election,  the
          Employer determines the Employee's elective deferrals to the Plan
          for  a  calendar year  would  exceed the  402(g)  limitation, the
          Employer will suspend the Employee's  salary reduction agreement,
          if any, until the following January 1 and pay in cash the portion
          of  a cash  or  deferral  election  which  would  result  in  the
          Employee's elective deferrals for the calendar year exceeding the
          402(g)  limitation.  If  the  Advisory  Committee  determines  an
          Employee's elective deferrals already contributed to the Plan for
          a  calendar  year  exceed  the 402(g)  limitation,  the  Advisory
          Committee  will distribute  the amount  in excess  of the  402(g)
          limitation  (the "excess  deferral"), as  adjusted  for allocable
          income, no later than April 15 of the following calendar year. If
          the  Advisory Committee  distributes the  excess deferral  by the
          appropriate April  15, it may make  the distribution irrespective
          of any other  provision under this  Plan or under  the Code.  The
          Advisory Committee will reduce the amount of excess deferrals for
          a  calendar year distributable to  the Employee by  the amount of
          excess contributions  (as determined  in Section 14.08),  if any,
          previously  distributed  to  the   Employee  for  the  Plan  Year
          beginning in that calendar year.

               If an Employee  participates in another plan under  which he
          makes   elective  deferrals   pursuant  to  a   Code  Sect.401(k)
          arrangement,  elective  deferrals  under  a  Simplified  Employee
          Pension,  or salary  reduction contributions  to  a tax-sheltered
          annuity, irrespective of whether the Employer maintains the other
          plan, he may provide  the Advisory Committee a written  claim for
          excess  deferrals made  for a  calendar year.  The Employee  must
          submit the claim no later than the March 1 following the close of
          the  particular calendar  year  and the  claim  must specify  the
          amount of the Employee's elective deferrals under this Plan which
          are excess deferrals. If the Advisory Committee receives a timely
          claim, it  will distribute the  excess deferral (as  adjusted for
          allocable income)  the  Employee has  assigned to  this Plan,  in
          accordance  with  the  distribution  procedure  described  in the
          immediately preceding paragraph. 

          (B)  Allocable income.  For purposes of making  a distribution of
          excess deferrals pursuant to this Section 14.07, allocable income
          means  net income or net  loss allocable to  the excess deferrals
          for  the  calendar year  in which  the  Employee made  the excess
          deferral,   determined   in   a   manner   which   is    uniform,
          nondiscriminatory and reasonably reflective of the manner used by
          the Plan to allocate income to Participants' Accounts.
14.08 ACTUAL DEFERRAL PERCENTAGE ("ADP") TEST. For each Plan
          Year, the  Advisory Committee must determine  whether the  Plan's
          Code Sect.401(k)  arrangement satisfies  either of  the following
          ADP tests: 

               (i)  The average ADP  for the Highly  Compensated Group does
               not  exceed  1.25 times  the  average ADP  of  the Nonhighly
               Compensated Group; or

               (ii) The  average ADP for the Highly  Compensated Group does
               not  exceed the  average ADP  for the  Nonhighly Compensated
               Group  by more  than two  percentage points  (or the  lesser
               percentage  permitted by  the  multiple  use  limitation  in
               Section  14.10)   and  the   average  ADP  for   the  Highly
               Compensated Group is not more than twice the average ADP for
               the Nonhighly Compensated Group.

          (A)  Calculation  of  ADP. The  average ADP  for  a group  is the
          average  of  the  separate  ADPs  calculated  for  each  Eligible
          Employee  who is a member  of that group.  An Eligible Employee's
          ADP  for  a Plan  Year is  the ratio  of the  Eligible Employee's
          deferral  contributions  for  the  Plan Year  to  the  Employee's
          Compensation  for the  Plan Year.  For aggregated  family members
          treated as a single  Highly Compensated Employee, the ADP  of the
          family  unit  is the  ADP  determined by  combining  the deferral
          contributions and Compensation of all  aggregated family members.
          A Nonhighly Compensated Employee's  ADP does not include elective
          deferrals made to  this Plan or  to any other Plan  maintained by
          the Employer,  to the extent  such elective deferrals  exceed the
          402(g) limitation described in Section 14.07(A). 

               The Advisory Committee, in a manner consistent with Treasury
          regulations,  may determine the ADPs of the Eligible Employees by
          taking   into  account  qualified  nonelective  contributions  or
          qualified matching contributions,  or both, made to  this Plan or
          to any  other  qualified Plan  maintained  by the  Employer.  The
          Advisory   Committee  may   not  include   qualified  nonelective
          contributions  in   the  ADP   test  unless  the   allocation  of
          nonelective contributions is nondiscriminatory when  the Advisory
          Committee   takes  into  account  all  nonelective  contributions
          (including the qualified nonelective contributions) and also when
          the Advisory  Committee takes  into account only  the nonelective
          contributions not used in  either the ADP test described  in this
          Section 14.08 or  the ACP  test described in  Section 14.09.  For
          Plan  Years  beginning  after  December 31,  1989,  the  Advisory
          Committee  may  not  include  in  the  ADP  test  any   qualified
          nonelective  contributions  or  qualified matching  contributions
          under another qualified plan  unless that plan has the  same plan
          year as this Plan.  The Advisory Committee must  maintain records
          to demonstrate compliance with the ADP test, including the extent
          to  which the  Plan used  qualified nonelective  contributions or
          qualified matching contributions to satisfy the test.
For  Plan  Years beginning  prior  to January  1,  1992, the
          Advisory Committee may elect to apply a separate ADP test to each
          component group  under the Plan. Each  component group separately
          must satisfy the commonality  requirement of the Code Sect.401(k)
          regulations  and  the  minimum  coverage   requirements  of  Code
          Sect.410(b). A  component group  consists of all  the allocations
          and other benefits,  rights and features  provided that group  of
          Employees. An Employee may not be part of more than one component
          group. The correction rules described in this Section 14.08 apply
          separately to each component group.

          (B)  Special  aggregation rule for  Highly Compensated Employees.
          To  determine  the ADP  of any  Highly Compensated  Employee, the
          deferral  contributions  taken  into  account  must  include  any
          elective deferrals made by  the Highly Compensated Employee under
          any  other   Code  Sect.401(k)  arrangement   maintained  by  the
          Employer,  unless the elective deferrals  are to an  ESOP. If the
          plans containing the Code Sect.401(k) arrangements have different
          plan years,  the Advisory  Committee will determine  the combined
          deferral contributions on the  basis of the plan years  ending in
          the same calendar year. 

          (C)  Aggregation of certain Code Sect.401(k) arrangements. If the
          Employer   treats  two   plans  as   a   unit  for   coverage  or
          nondiscrimination  purposes, the  Employer must combine  the Code
          Sect.401(k) arrangements under  such plans  to determine  whether
          either plan satisfies the ADP test. This aggregation rule applies
          to the ADP determination for all Eligible Employees, irrespective
          of whether  an Eligible Employee is a Highly Compensated Employee
          or  a Nonhighly  Compensated Employee.  For Plan  Years beginning
          after  December  31, 1989,  an  aggregation  of Code  Sect.401(k)
          arrangements  under this paragraph does not  apply to plans which
          have different  plan years  and, for Plan  Years beginning  after
          December 31, 1988,  the Advisory Committee  may not aggregate  an
          ESOP (or  the ESOP portion  of a plan)  with a non-ESOP  plan (or
          non-ESOP portion of a plan). 

          (D)  Characterization  of excess  contributions. If,  pursuant to
          this Section 14.08, the Advisory Committee has elected to include
          qualified matching contributions in the average ADP, the Advisory
          Committee  will   treat  excess  contributions   as  attributable
          proportionately  to  deferral  contributions  and   to  qualified
          matching contributions  allocated on the basis  of those deferral
          contributions.  If  the  total  amount of  a  Highly  Compensated
          Employee's  excess contributions  for the  Plan Year  exceeds his
          deferral  contributions or  qualified matching  contributions for
          the Plan  Year, the Advisory  Committee will treat  the remaining
          portion of his excess  contributions as attributable to qualified
          nonelective contributions. The Advisory Committee will reduce the
          amount of excess contributions for a Plan Year distributable to a
          Highly Compensated Employee by the amount of excess deferrals (as
          determined in  Section 14.07), if any,  previously distributed to
          that Employee for the Employee's taxable year ending in that Plan
          Year.
(E)  Distribution   of  excess  contributions.  If  the  Advisory
          Committee determines the Plan fails to satisfy the ADP test for a
          Plan  Year,  it  must  distribute the  excess  contributions,  as
          adjusted  for  allocable  income,  during  the  next  Plan  Year.
          However,  the Employer will  incur an excise tax  equal to 10% of
          the  amount  of   excess  contributions  for  a  Plan   Year  not
          distributed  to  the  appropriate  Highly  Compensated  Employees
          during the  first 2 1/2  months of that  next Plan Year.  The excess
          contributions are  the amount  of deferral contributions  made by
          the Highly Compensated Employees which causes the Plan to fail to
          satisfy the ADP test.  The Advisory Committee will distribute  to
          each  Highly Compensated  Employee  his respective  share of  the
          excess contributions. The Advisory  Committee will determine  the
          respective shares  of excess  contributions by starting  with the
          Highly Compensated Employee(s) who has the greatest ADP, reducing
          his ADP (but not below the next highest ADP), then, if necessary,
          reducing the  ADP of  the Highly  Compensated Employee(s)  at the
          next  highest  ADP  level  (including  the  ADP   of  the  Highly
          Compensated Employee(s) whose ADP the  Advisory Committee already
          has reduced), and continuing in this manner until the average ADP
          for the Highly Compensated  Group satisfies the ADP test.  If the
          Highly  Compensated  Employee is  part  of  an aggregated  family
          group, the Advisory Committee,  in accordance with the applicable
          Treasury  regulations,  will  determine  each  aggregated  family
          member's allocable share of  the excess contributions assigned to
          the family unit.

          (F)  Allocable income. To determine  the amount of the corrective
          distribution  required under  this  Section  14.08, the  Advisory
          Committee must calculate  the allocable income for  the Plan Year
          in which the excess contributions arose. "Allocable income" means
          net income or  net loss.  To calculate allocable  income for  the
          Plan  Year,  the  Advisory  Committee  will  use  a  uniform  and
          nondiscriminatory  method  which reasonably  reflects  the manner
          used by the Plan to allocate income to Participants' Accounts.

               14.09   NONDISCRIMINATION   RULES   FOR  EMPLOYER   MATCHING
          CONTRIBUTIONS/PARTICIPANT  NONDEDUCTIBLE CONTRIBUTIONS.  For Plan
          Years  beginning after December 31, 1986, the  Advisory Committee
          must determine whether the annual Employer matching contributions
          (other  than qualified  matching  contributions used  in the  ADP
          under  Section 14.08), if any, and the Employee contributions, if
          any,  satisfy  either  of   the  following  average  contribution
          percentage ("ACP") tests:

               (i)  The  ACP  for the  Highly  Compensated  Group does  not
               exceed  1.25  times the  ACP  of  the Nonhighly  Compensated
               Group; or
(ii) The  ACP  for the  Highly  Compensated  Group does  not
               exceed the ACP for  the Nonhighly Compensated Group by  more
               than  two  percentage  points   (or  the  lesser  percentage
               permitted by  the multiple use limitation  in Section 14.10)
               and the ACP  for the  Highly Compensated Group  is not  more
               than twice the ACP for the Nonhighly Compensated Group.

          (A)  Calculation of ACP. The  average contribution percentage for
          a group is the average  of the separate contribution  percentages
          calculated for each  Eligible Employee  who is a  member of  that
          group. An Eligible Employee's  contribution percentage for a Plan
          Year  is   the  ratio   of  the  Eligible   Employee's  aggregate
          contributions for  the Plan  Year to the  Employee's Compensation
          for  the  Plan  Year.  "Aggregate  contributions"   are  Employer
          matching   contributions   (other    than   qualified    matching
          contributions  used  in the  ADP  test under  Section  14.08) and
          employee  contributions  (as  defined   in  Section  14.03).  For
          aggregated family members treated  as a single Highly Compensated
          Employee, the  contribution percentage of the family  unit is the
          contribution  percentage determined  by  combining the  aggregate
          contributions and Compensation of all aggregated family members. 

               The Advisory Committee, in a manner consistent with Treasury
          regulations, may  determine the  contribution percentages  of the
          Eligible Employees by  taking into account  qualified nonelective
          contributions  (other  than  qualified nonelective  contributions
          used  in the ADP test under Section 14.08) or elective deferrals,
          or  both,  made to  this  Plan or  to  any  other qualified  Plan
          maintained  by  the  Employer.  The Advisory  Committee  may  not
          include  qualified  nonelective  contributions  in  the  ACP test
          unless   the   allocation   of   nonelective   contributions   is
          nondiscriminatory  when the Advisory Committee takes into account
          all   nonelective   contributions   (including    the   qualified
          nonelective contributions) and also  when the Advisory  Committee
          takes into account only the nonelective contributions not used in
          either the ADP test  described in Section 14.08  or the ACP  test
          described in  this Section 14.09. The Advisory  Committee may not
          include elective deferrals in the ACP test, unless the Plan which
          includes the elective deferrals satisfies  the ADP test both with
          and without the elective deferrals included in this ACP test. For
          Plan  Years  beginning  after  December 31,  1989,  the  Advisory
          Committee   may  not  include  in  the  ACP  test  any  qualified
          nonelective  contributions  or elective  deferrals  under another
          qualified plan  unless that plan  has the same plan  year as this
          Plan. The Advisory Committee must maintain records to demonstrate
          compliance with the ACP  test, including the extent to  which the
          Plan  used   qualified  nonelective  contributions   or  elective
          deferrals  to satisfy the test. For Plan Years beginning prior to
          January 1, 1992, the component group testing rule permitted under
          Section  14.08(A) also applies to the ACP test under this Section
          14.09.

          (B)  Special aggregation  rule for Highly  Compensated Employees.
          To   determine   the  contribution   percentage  of   any  Highly
Compensated  Employee, the  aggregate  contributions  taken  into
          account  must  include  any  matching  contributions  (other than
          qualified matching  contributions used in  the ADP test)  and any
          Employee  contributions  made on  his  behalf to  any  other plan
          maintained by the Employer, unless the other plan  is an ESOP. If
          the  plans have different plan years, the Advisory Committee will
          determine the  combined aggregate  contributions on the  basis of
          the plan years ending in the same calendar year. 

          (C)  Aggregation  of certain  plans. If  the Employer  treats two
          plans as a unit  for coverage or nondiscrimination purposes,  the
          Employer must combine the plans  to determine whether either plan
          satisfies  the  ACP test.  This aggregation  rule applies  to the
          contribution percentage determination for all Eligible Employees,
          irrespective  of  whether  an   Eligible  Employee  is  a  Highly
          Compensated  Employee or  a  Nonhighly Compensated  Employee. For
          Plan Years beginning  after December 31, 1989,  an aggregation of
          plans under this  paragraph does  not apply to  plans which  have
          different plan years and, for Plan Years beginning after December
          31,  1988, the Advisory Committee  may not aggregate  an ESOP (or
          the ESOP portion  of a plan)  with a  non-ESOP plan (or  non-ESOP
          portion of a plan).

          (D)  Distribution of excess aggregate contributions. The Advisory
          Committee  will  determine excess  aggregate  contributions after
          determining  excess  deferrals  under  Section 14.07  and  excess
          contributions  under  Section  14.08. If  the  Advisory Committee
          determines  the Plan  fails to satisfy  the ACP  test for  a Plan
          Year, it  must distribute the excess  aggregate contributions, as
          adjusted  for  allocable  income,  during  the  next  Plan  Year.
          However, the  Employer will incur an  excise tax equal to  10% of
          the  amount of excess aggregate contributions for a Plan Year not
          distributed  to  the  appropriate  Highly  Compensated  Employees
          during  the first 2 1/2 months of that  next Plan Year.  The excess
          aggregate contributions are the amount of aggregate contributions
          allocated  on behalf  of the  Highly Compensated  Employees which
          causes the  Plan to fail  to satisfy  the ACP test.  The Advisory
          Committee will distribute to each Highly Compensated Employee his
          respective share  of  the  excess  aggregate  contributions.  The
          Advisory Committee will determine the respective shares of excess
          aggregate contributions by starting  with the Highly  Compensated
          Employee(s)   who  has  the   greatest  contribution  percentage,
          reducing  his contribution  percentage  (but not  below the  next
          highest  contribution percentage),  then, if  necessary, reducing
          the contribution percentage of the Highly Compensated Employee(s)
          at the next highest  contribution percentage level (including the
          contribution  percentage of  the  Highly Compensated  Employee(s)
          whose contribution  percentage the Advisory Committee already has
          reduced), and continuing  in this  manner until the  ACP for  the
          Highly Compensated  Group satisfies the  ACP test. If  the Highly
          Compensated Employee is  part of an aggregated family  group, the
          Advisory Committee,  in accordance  with the  applicable Treasury
          regulations,  will  determine  each  aggregated  family  member's
allocable share of the excess aggregate contributions assigned to
          the family unit.

          (E)  Allocable income. To determine  the amount of the corrective
          distribution  required  under this  Section  14.09,  the Advisory
          Committee must calculate  the allocable income for the  Plan Year
          in which  the  excess aggregate  contributions arose.  "Allocable
          income" means net income or net loss. The Advisory Committee will
          determine  allocable income in  the same  manner as  described in
          Section 14.08(F) for excess contributions.

          (F)  Characterization  of  excess  aggregate  contributions.  The
          Advisory  Committee will  treat a  Highly  Compensated Employee's
          allocable   share  of  excess   aggregate  contributions  in  the
          following  priority: (1)  first as  attributable to  his Employee
          contributions which are voluntary contributions, if any; (2) then
          as  matching  contributions  allocable  with  respect  to  excess
          contributions determined under the  ADP test described in Section
          14.08; (3) then on a pro rata basis to matching contributions and
          to  the  deferral  contributions   relating  to  those   matching
          contributions which  the Advisory  Committee has included  in the
          ACP test; (4) then on a pro rata basis  to Employee contributions
          which are  mandatory contributions, if  any, and to  the matching
          contributions  allocated   on  the   basis  of   those  mandatory
          contributions;    and   (5)   last   to   qualified   nonelective
          contributions  used in  the ACP  test. To  the extent  the Highly
          Compensated   Employee's   excess  aggregate   contributions  are
          attributable to matching contributions, and he is not 100% vested
          in his  Accrued Benefit  attributable to  matching contributions,
          the Advisory  Committee will  distribute only the  vested portion
          and  forfeit  the nonvested  portion. The  vested portion  of the
          Highly  Compensated  Employee's  excess  aggregate  contributions
          attributable  to  Employer matching  contributions  is  the total
          amount of  such excess  aggregate contributions (as  adjusted for
          allocable income) multiplied by his vested percentage (determined
          as of the last day of the  Plan Year for which the Employer  made
          the matching contribution). The Employer will specify in Adoption
          Agreement Section 3.05 the manner in which the Plan will allocate
          forfeited excess aggregate contributions.

               14.10  MULTIPLE  USE  LIMITATION. For  Plan  Years beginning
          after December  31,  1988, if  at  least one  Highly  Compensated
          Employee is includible in the ADP test under Section 14.08 and in
          the  ACP  test  under  Section  14.09,  the  sum  of  the  Highly
          Compensated Group's ADP and  ACP may not exceed the  multiple use
          limitation. 

               The multiple use limitation is the sum of (i) and (ii):

               (i)  125%  of the greater of:  (a) the ADP  of the Nonhighly
               Compensated Group under the Code Sect.401(k) arrangement; or
               (b)  the ACP of the Nonhighly Compensated Group for the Plan
               Year  beginning with  or within  the Plan  Year of  the Code
               Sect.401(k) arrangement.
(ii) 2% plus the  lesser of  (i)(a) or (i)(b),  but no  more
               than twice the lesser of (i)(a) or (i)(b).

               The Advisory Committee, in  lieu of determining the multiple
          use limitation as the sum of (i) and (ii), may elect to determine
          the multiple use limitation as the sum of (iii) and (iv):

               (iii)     125%  of  the  lesser  of:  (a)  the  ADP  of  the
               Nonhighly  Compensated  Group  under  the  Code  Sect.401(k)
               arrangement;  or (b)  the ACP  of the  Nonhighly Compensated
               Group  for the Plan Year  beginning with or  within the Plan
               Year of the Code Sect.401(k) arrangement.

               (iv) 2% plus  the greater of  (iii)(a) or  (iii)(b), but  no
               more than twice the greater of (iii)(a) or (iii)(b).

               The  Advisory  Committee  will determine  whether  the  Plan
          satisfies the multiple use limitation after applying the ADP test
          under  Section 14.08  and the  ACP test  under Section  14.09 and
          after  making any  corrective  distributions  required  by  those
          Sections.  If, after  applying this  Section 14.10,  the Advisory
          Committee determines the Plan has failed  to satisfy the multiple
          use limitation,  the Advisory Committee will  correct the failure
          by  treating  the excess  amount  as  excess contributions  under
          Section 14.08 or as  excess aggregate contributions under Section
          14.09,  as it  determines in  its sole  discretion. This  Section
          14.10 does not apply unless, prior to application of the multiple
          use limitation, the  ADP and  the ACP of  the Highly  Compensated
          Group  each exceeds  125% of  the respective percentages  for the
          Nonhighly Compensated Group.

               14.11  DISTRIBUTION RESTRICTIONS. The Employer must elect in
          Section  6.03  the  Adoption  Agreement the  distribution  events
          permitted under  the Plan. The distribution  events applicable to
          the  Participant's  Deferral  Contributions   Account,  Qualified
          Nonelective   Contributions   Account   and  Qualified   Matching
          Contributions  Account must satisfy the distribution restrictions
          described in paragraph (m) of Section 14.03.

          (A)  Hardship distributions from Deferral  Contributions Account.
          The  Employer  must  elect  in Adoption  Agreement  Section  6.03
          whether a Participant may receive hardship distributions from his
          Deferral  Contributions  Account   prior  to  the   Participant's
          Separation from Service. Hardship distributions from the Deferral
          Contributions  Account  must  satisfy the  requirements  of  this
          Section 14.11. A  hardship distribution option  may not apply  to
          the Participant's Qualified  Nonelective Contributions Account or
          Qualified Matching Contributions Account,  except as provided  in
          paragraph (3).

               (1)  Definition  of hardship. A  hardship distribution under
          this  Section 14.11  must be  on account  of one  or more  of the
          following immediate  and heavy financial needs:  (1) medical care
          described in Code Sect.213(d) incurred by the Participant, by the
Participant's spouse, or by  any of the Participant's dependents,
          or  necessary  to  obtain such  medical  care;  (2)  the purchase
          (excluding mortgage  payments) of  a principal residence  for the
          Participant;  (3) the payment of post-secondary education tuition
          and  related educational fees, for the  next 12-month period, for
          the  Participant, for the Participant's spouse, or for any of the
          Participant's dependents  (as defined  in Code Sect.152);  (4) to
          prevent  the  eviction  of  the Participant  from  his  principal
          residence or the foreclosure on the mortgage of the Participant's
          principal residence; or  (5) any need  prescribed by the  Revenue
          Service  in a revenue ruling, notice or other document of general
          applicability  which  satisfies  the  safe harbor  definition  of
          hardship.

               (2)  Restrictions. The  following  restrictions apply  to  a
          Participant  who  receives  a  hardship  distribution:  (a)   the
          Participant  may   not  make   elective  deferrals   or  employee
          contributions to the Plan for  the 12-month period following  the
          date of his hardship distribution; (b) the distribution is not in
          excess  of the amount of  the immediate and  heavy financial need
          (including any  amounts necessary  to pay  any federal,  state or
          local income taxes or  penalties reasonably anticipated to result
          from the  distribution); (c)  the Participant must  have obtained
          all  distributions, other  than hardship  distributions, and  all
          nontaxable  loans (determined at the  time of the loan) currently
          available  under   this  Plan  and  all   other  qualified  plans
          maintained  by the Employer;  and (d)  the Participant  agrees to
          limit elective  deferrals under  this  Plan and  under any  other
          qualified Plan maintained by  the Employer, for the Participant's
          taxable  year  immediately  following  the taxable  year  of  the
          hardship distribution, to the  402(g) limitation (as described in
          Section  14.07),  reduced  by  the amount  of  the  Participant's
          elective deferrals  made  in the  taxable  year of  the  hardship
          distribution. The suspension of  elective deferrals and  employee
          contributions  described in  clause (a)  also must  apply to  all
          other qualified plans and to  all nonqualified plans of  deferred
          compensation maintained by the Employer, other than any mandatory
          employee  contribution   portion  of  a  defined   benefit  plan,
          including stock  option, stock purchase and  other similar plans,
          but not including health or welfare benefit plans (other than the
          cash or deferred arrangement portion of a cafeteria plan).

               (3)  Earnings. For  Plan Years beginning after  December 31,
          1988, a  hardship distribution under  this Section 14.11  may not
          include  earnings on  an Employee's  elective deferrals  credited
          after December  31, 1988.  Qualified  matching contributions  and
          qualified  nonelective  contributions, and  any earnings  on such
          contributions, credited as  of December 31, 1988,  are subject to
          the  hardship  withdrawal only  if the  Employer specifies  in an
          addendum  to this  Section  14.11. The  addendum  may modify  the
          December  31, 1988,  date  for purposes  of determining  credited
          amounts  provided the date is not later  than the end of the last
          Plan Year ending before July 1, 1989.
(B)  Distributions after Separation  from Service. Following  the
          Participant's  Separation from  Service, the  distribution events
          applicable  to  the  Participant  apply equally  to  all  of  the
          Participant's Accounts, except as elected in  Section 6.03 of the
          Employer's Adoption Agreement. 

          (C)  Correction of  Annual Additions Limitation. If,  as a result
          of  a reasonable  error  in determining  the  amount of  elective
          deferrals an Employee may  make without violating the limitations
          of Part 2 of Article III, an  Excess Amount results, the Advisory
          Committee  will  return  the   Excess  Amount  (as  adjusted  for
          allocable  income)  attributable to  the elective  deferrals. The
          Advisory Committee will make  this distribution before taking any
          corrective steps pursuant to Section 3.10 or to Section 3.16. The
          Advisory Committee will disregard any elective deferrals returned
          under this Section 14.11(C) for purposes of Sections 14.07, 14.08
          and 14.09.

               14.12   SPECIAL  ALLOCATION RULES.  If the  Code Sect.401(k)
          arrangement provides for salary  reduction contributions, if  the
          Plan   accepts  Employee  contributions,   pursuant  to  Adoption
          Agreement  Section  4.01,  or  if  the  Plan  allocates  matching
          contributions as of any date other  than the last day of the Plan
          Year,  the Employer must elect in Adoption Agreement 9.11 whether
          any special  allocation provisions will apply  under Section 9.11
          of the Plan. For purposes of the elections:

               (a)  A  "segregated  Account" direction  means  the Advisory
               Committee  will  establish  a  segregated  Account  for  the
               applicable  contributions made  on the  Participant's behalf
               during the Plan Year. The Trustee must invest the segregated
               Account  in  Federally   insured  interest  bearing  savings
               account(s) or time deposits, or a combination of both, or in
               any  other  fixed   income  investments,  unless   otherwise
               specified in  the Employer's  Adoption Agreement. As  of the
               last  day of each Plan  Year (or, if  earlier, an allocation
               date coinciding  with a valuation date  described in Section
               9.11), the Advisory Committee will reallocate the segregated
               Account   to  the  Participant's   appropriate  Account,  in
               accordance  with  Section 3.04  or  Section  4.06, whichever
               applies to the contributions.
(b)  A  "weighted average  allocation" method  will treat  a
               weighted  portion  of  the  applicable  contributions  as if
               includible in the Participant's  Account as of the beginning
               of the valuation period. The weighted portion is a fraction,
               the  numerator of  which  is the  number  of months  in  the
               valuation  period,  excluding  each month  in  the valuation
               period which begins  prior to the  contribution date of  the
               applicable contributions,  and the  denominator of  which is
               the number of months in  the valuation period. The  Employer
               may  elect  in  its   Adoption  Agreement  to  substitute  a
               weighting  period other  than  months for  purposes of  this
               weighted average allocation.

              *   *   *   *   *   *   *   *   *   *   *   *   *   *   *
ARTICLE A
                         APPENDIX TO PLAN AND TRUST AGREEMENT

               This Article  is necessary  to comply with  the Unemployment
          Compensation  Amendments Act of 1992  and is an  integral part of
          the  basic  plan   document.    Section  12.08  applies   to  any
          modification or amendment of this Article.

               A-1.   APPLICATIONS.  This Article  applies to distributions
          made  on or after January 1, 1993.  Notwithstanding any provision
          of  the Plan  to  the  contrary  that  would  otherwise  limit  a
          distributee's  election  under this  Article,  a  distributee may
          elect,  at the  time and  in the  manner  prescribed by  the Plan
          Administrator,  to  have  any  portion of  an  eligible  rollover
          distribution  paid  directly  to   an  eligible  retirement  plan
          specified by the distributee in a direct rollover.

               A-2.  DEFINITIONS.

               (a)  "Eligible rollover distribution." An  eligible rollover
          distribution is any  distribution of  all or any  portion of  the
          balance to the credit of the distributee, except that an eligible
          rollover distribution does not  include: any distribution that is
          one of  a series  of substantially equal  periodic payments  (not
          less  frequently  than annually)  made  for  the  life  (or  life
          expectancy)  of the distributee or the joint lives (or joint life
          expectancies) of the distributee and the distributee's designated
          beneficiary, or for a specified period of ten years or  more; any
          distribution to  the extent  such distribution is  required under
          Code Sect.401(a)(9); and the portion  of any distribution that is
          not includible in gross income (determined  without regard to the
          exclusion of net unrealized appreciation with respect to employer
          securities).

               (b)  "Eligible retirement plan." An eligible retirement plan
          is   an  individual   retirement   account   described  in   Code
          Sect.408(a), an  individual retirement annuity  described in Code
          Sect.408(b), an  annuity plan described in Code Sect.403(a), or a
          qualified trust  described in Code Sect.401(a),  that accepts the
          distributee's eligible rollover  distribution.   However, in  the
          case  of  an  eligible  rollover distribution  to  the  surviving
          spouse, an  eligible retirement plan is  an individual retirement
          account or individual retirement annuity.

               (c)  "Distributee."  A distributee  includes an  Employee or
          former  Employee.     In  addition,  the   Employee's  or  former
          Employee's  surviving  spouse   and  the  Employee's  or   former
          Employee's spouse  or former  spouse who  is the  alternate payee
          under a qualified  domestic relations order,  as defined in  Code
          Sect.414(p), are distributees with regard to the interest  of the
          spouse or former spouse.
(d)  "Direct rollover."  A direct  rollover is a  payment by
          the  Plan to  the  eligible  retirement  plan  specified  by  the
          distributee.
ADOPTION AGREEMENT #011
                 NONSTANDARDIZED CODE Sect.401(k) PROFIT SHARING PLAN
TABLE OF CONTENTS

          ARTICLE I
                                     DEFINITIONS  . . . . . . . . . . .   1
               1.02 TRUSTEE . . . . . . . . . . . . . . . . . . . . . .   1
               1.03 PLAN  . . . . . . . . . . . . . . . . . . . . . . .   1
               1.07 EMPLOYEE  . . . . . . . . . . . . . . . . . . . . .   1
                    Leased Employees  . . . . . . . . . . . . . . . . .   2
                    Related Employers . . . . . . . . . . . . . . . . .   2
               1.12  COMPENSATION . . . . . . . . . . . . . . . . . . .   2
                    Treatment of elective contributions . . . . . . . .   2
                    Modifications to Compensation definition  . . . . .   2
                    Special definition for matching contributions . . .   3
                    Special    definition    for   salary    reduction
                         contributions  . . . . . . . . . . . . . . . .   3
               1.17 PLAN YEAR/LIMITATION YEAR . . . . . . . . . . . . .   3
                    Plan Year . . . . . . . . . . . . . . . . . . . . .   3
                    Limitation Year . . . . . . . . . . . . . . . . . .   4
               1.18 EFFECTIVE DATE  . . . . . . . . . . . . . . . . . .   4
                    New Plan  . . . . . . . . . . . . . . . . . . . . .   4
                    Restated Plan . . . . . . . . . . . . . . . . . . .   4
               1.27 HOUR OF SERVICE . . . . . . . . . . . . . . . . . .   4
               1.29 SERVICE FOR PREDECESSOR EMPLOYER  . . . . . . . . .   4
               1.31 LEASED EMPLOYEES  . . . . . . . . . . . . . . . . .   5

          ARTICLE II
                                EMPLOYEE PARTICIPANTS . . . . . . . . .   5
               2.01 ELIGIBILITY . . . . . . . . . . . . . . . . . . . .   5
                    Eligibility conditions  . . . . . . . . . . . . . .   5
                    Plan Entry Date . . . . . . . . . . . . . . . . . .   6
                    Time of Participation . . . . . . . . . . . . . . .   6
                    Dual eligibility  . . . . . . . . . . . . . . . . .   7
               2.02  YEAR OF SERVICE - PARTICIPATION  . . . . . . . . .   7
                    Hours of Service  . . . . . . . . . . . . . . . . .   7
                    Eligibility computation period  . . . . . . . . . .   8
               2.03  BREAK IN SERVICE - PARTICIPATION . . . . . . . . .   8
               2.06  ELECTION NOT TO PARTICIPATE  . . . . . . . . . . .   8

          ARTICLE III
                        EMPLOYER CONTRIBUTIONS AND FORFEITURES  . . . .   8
               3.01 AMOUNT  . . . . . . . . . . . . . . . . . . . . . .   8
                    Part  I.   [Options (a)  through  (g)]   Amount of
                         Employer's contribution  . . . . . . . . . . .   8
                         Deferral   contributions  (Code   Sect.401(k)
                              arrangement)  . . . . . . . . . . . . . .   9
                         Matching contributions . . . . . . . . . . . .   9
                         Designated        qualified       nonelective
                              contributions . . . . . . . . . . . . . .   9
                         Nonelective contributions  . . . . . . . . . .   9
                         Frozen Plan  . . . . . . . . . . . . . . . . .  10
                    Net Profits . . . . . . . . . . . . . . . . . . . .  10

                                         II-i
Part  II.   [Options  (h) through  (j)]   Matching
                         contribution formula . . . . . . . . . . . . .  11
                         Amount of matching contributions . . . . . . .  11
                    Related Employers . . . . . . . . . . . . . . . . .  11
                         Definition of eligible contributions . . . . .  12
                         amount of eligible  contributions taken  into
                              account . . . . . . . . . . . . . . . . .  12
                    Part III.   [Options (i) and (l)].   special rules
                         for Code Sect.401(k) Arrangement . . . . . . .  12
                         Salary Reduction Agreements  . . . . . . . . .  12
                         Cash or deferred contributions . . . . . . . .  14
               3.04 CONTRIBUTION ALLOCATION . . . . . . . . . . . . . .  14
                    Part  I.   [Options  (a)  through  (d)].   Special
                         Accounting elections . . . . . . . . . . . . .  14
                         Matching Contributions Account . . . . . . . .  14
                         Special Allocation Dates for Salary Reduction
                              Contributions . . . . . . . . . . . . . .  14
                         Special   Allocation   Dates   for   Matching
                              Contributions . . . . . . . . . . . . . .  14
                         Designated        Qualified       Nonelective
                              Contributions          Definitions    of
                              Participant . . . . . . . . . . . . . . .  15
                    Part  II.    Method  of  Allocation    Nonelective
                         Contribution . . . . . . . . . . . . . . . . .  15
                         Nonintegrated Allocation Formula . . . . . . .  15
                         Three-Tiered Integrated Allocation Formula . .  16
                         Four-Tiered Integrated Allocation Formula  . .  16
                         Excess Compensation  . . . . . . . . . . . . .  17
                    Maximum Disparity Table . . . . . . . . . . . . . .  17
                         Allocation offset  . . . . . . . . . . . . . .  17
                    Top   Heavy   Minimum  Allocation       Method  of
                         Compliance . . . . . . . . . . . . . . . . . .  18
                    Related employers . . . . . . . . . . . . . . . . .  18
               3.05 FORFEITURE ALLOCATION . . . . . . . . . . . . . . .  18
                    Allocation    of   forfeited    excess   aggregate
                         contributions  . . . . . . . . . . . . . . . .  19
               3.06  ACCRUAL OF BENEFIT . . . . . . . . . . . . . . . .  20
                    Compensation taken into account . . . . . . . . . .  20
                    Accrual Requirements  . . . . . . . . . . . . . . .  20
                         Safe harbor rule . . . . . . . . . . . . . . .  20
                         Hours of Service condition . . . . . . . . . .  20
                         Employment condition . . . . . . . . . . . . .  21
                    Suspension of Accrual Requirements  . . . . . . . .  21
                    Special   accrual    requirements   for   matching
                         contributions  . . . . . . . . . . . . . . . .  21
               3.15  MORE THAN ONE PLAN LIMITATION  . . . . . . . . . .  22
               3.18  DEFINED BENEFIT PLAN LIMITATION  . . . . . . . . .  22
                    Application of limitation . . . . . . . . . . . . .  22
                    Coordination with top heavy minimum allocation  . .  23
                    Actuarial Assumptions for Top Heavy Calculation . .  23

          ARTICLE IV

                                        II-ii
PARTICIPANT CONTRIBUTIONS . . . . . . . .  24
               4.01  PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS  . . . . .  24
                    Allocation Dates  . . . . . . . . . . . . . . . . .  24
               4.05                  PARTICIPANT        CONTRIBUTION -
                     WITHDRAWAL/DISTRIBUTION  . . . . . . . . . . . . .  24

          ARTICLE V
                     TERMINATION OF SERVICE - PARTICIPANT VESTING . . .  25
               5.01  NORMAL RETIREMENT  . . . . . . . . . . . . . . . .  25
               5.02  PARTICIPANT DEATH OR DISABILITY  . . . . . . . . .  25
               5.03  VESTING SCHEDULE . . . . . . . . . . . . . . . . .  25
                    Deferral Contributions  Account/Qualified Matching
                         Contributions  Account/Qualified  Nonelective
                         Contributions Account/Mandatory Contributions
                         Account  . . . . . . . . . . . . . . . . . . .  26
                    Regular  Matching  Contributions  Account/Employer
                         Contributions Account  . . . . . . . . . . . .  26
                    Minimum vesting . . . . . . . . . . . . . . . . . .  27
                    Life Insurance Investments  . . . . . . . . . . . .  27
               5.04    CASH-OUT   DISTRIBUTIONS  TO   PARTIALLY-VESTED
                    PARTICIPANTS/  RESTORATION  OF  FORFEITED  ACCRUED
                    BENEFIT . . . . . . . . . . . . . . . . . . . . . .  27
               5.06  YEAR OF SERVICE - VESTING  . . . . . . . . . . . .  27
                    Vesting computation period  . . . . . . . . . . . .  27
                    Hours of Service  . . . . . . . . . . . . . . . . .  28
               5.08  INCLUDED YEARS OF SERVICE - VESTING  . . . . . . .  28

          ARTICLE VI
                       TIME AND METHOD OF PAYMENTS OF BENEFITS  . . . .  28
                    Code Sect.411(d)(6) Protected Benefits  . . . . . .  28
               6.01  TIME OF PAYMENT OF ACCRUED BENEFIT . . . . . . . .  29
                    Distribution date . . . . . . . . . . . . . . . . .  29
                    Nonforfeitable   Accrued  Benefit   Not  Exceeding
                         $3,500 . . . . . . . . . . . . . . . . . . . .  29
                    Nonforfeitable Accrued Benefit Exceeds $3,500 . . .  29
                    Disability  . . . . . . . . . . . . . . . . . . . .  29
                    Hardship  . . . . . . . . . . . . . . . . . . . . .  29
                    Default on a Loan . . . . . . . . . . . . . . . . .  30
               6.02  METHOD OF PAYMENT OF ACCRUED BENEFIT . . . . . . .  30
               6.03  BENEFIT PAYMENT ELECTIONS  . . . . . . . . . . . .  31
                    Participant   Elections   After  Separation   from
                         Service  . . . . . . . . . . . . . . . . . . .  31
                    Participant  Elections  Prior  to Separation  from
                         Service  -   Regular  Matching  Contributions
                         Account and Employer Contributions Account . .  32
                    Participant  Elections  Prior  to Separation  from
                         Service  -  Deferral  Contributions  Account,
                         Qualified Matching  Contributions Account and
                         Qualified Nonelective Contributions Account  .  33
                    Sale of trade or business/subsidiary  . . . . . . .  33
               6.04     ANNUITY  DISTRIBUTIONS   TO  PARTICIPANTS  AND
                    SURVIVING SPOUSES . . . . . . . . . . . . . . . . .  34

                                        II-iii
ARTICLE IX
          ADVISORY COMMITTEE - DUTIES WITH
          RESPECT TO PARTICIPANTS' ACCOUNTS . . . . . . . . . . . . . .  34
               9.01  VALUE OF PARTICIPANT'S ACCRUED BENEFIT . . . . . .  34
               9.11  ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR
                    LOSS  . . . . . . . . . . . . . . . . . . . . . . .  34

          ARTICLE X
                       TRUSTEE AND CUSTODIAN, POWERS AND DUTIES . . . .  35
               10.03  INVESTMENT POWERS . . . . . . . . . . . . . . . .  36
               10.14  VALUATION OF TRUST  . . . . . . . . . . . . . . .  36

                                        II-iv
ADOPTION AGREEMENT #011
                 NONSTANDARDIZED CODE Sect.401(k) PROFIT SHARING PLAN

               The  undersigned,  Kirby  Marine Transportation  Corporation
          ("Employer"),  by executing  this Adoption  Agreement,  elects to
          become a  participating Employer  in the Texas  Commerce National
          Association Defined Contribution Master Plan (basic plan document
          #03) by  adopting the accompanying Plan  and Trust in full  as if
          the  Employer were a signature  to that Agreement.   The Employer
          makes the following elections granted under the provisions of the
          Master Plan.

                                      ARTICLE I
                                     DEFINITIONS

               1.02 TRUSTEE.  The Trustee executing this Adoption Agreement
          is:  (Choose (a) or (b))

          [ ]  (a)  A discretionary  Trustee.  See Section  10.03[A] of the
          Plan.

          [x]  b)   A nondiscretionary  Trustee.  See  Section 10.03[B]  of
               the Plan.   [Note:  The Employer may not elect Option (b) if
               a Custodian executes the Adoption Agreement.]

               1.03 PLAN.  The name of the Plan as  adopted by the Employer
          is Kirby 401(k) Plan.

               1.07 EMPLOYEE.  The following  Employees are not eligible to
          participate  in the  Plan:  (Choose  (a) or  at lease  one of (b)
          through (g)).

          [ ]  (a)  No exclusions.

          [x]  (b)  Collective bargaining employees (as defined  in Section
               1.07 of the  Plan).  [Note:  If the  Employer excludes union
               employees  from  the  Plan, the  Employer  must  be  able to
               provide evidence that  retirement benefits were  the subject
               of good faith bargaining.]

          [ ]  (c)  Nonresident aliens who do not receive any earned income
               (as defined in Code  Sect.911(d)(2)) from the Employer which
               constitutes United States source  income (as defined in Code
               Sect.861(a)(3)).

          [ ]  (d)  Commission Salesmen.

          [ ]  (e)  Any Employee compensated on a salaried basis.

          [ ]  (f)  Any Employee compensated on an hourly basis.

          [x]  (g)  (Specify) any  employee who  has  never completed  1000
               hours of service in a Plan year.
Leased  Employees.   Any Leased Employee  treated as  an Employee
          under Section 1.31 of the Plan, is: Choose (h) or (i)).

          [x]  (h)  Not eligible to participate in the Plan.

          [ ]  (i)  Eligible to participate in the Plan, unless excluded by
               reason   of  exclusion  classification  elected  under  this
               Adoption Agreement Section 1.07.

          Related Employers.  If any member of the Employer's related group
          (as  defined in Section 1.30 of the Plan executes a Participation
          Agreement to this Adoption Agreement, such member's Employees are
          eligible to participate in  this Plan, unless excluded  by reason
          of  an  exclusion  classification  elected  under  this  Adoption
          Agreement Section 1.07.  In addition: (Choose (j) or (k)).

          [x]  (j)  No other related group  member's Employees are eligible
               to participate in the Plan.

          [ ]  (k)  The following nonparticipating  related group  member's
               Employees  are eligible  to participate  in the  Plan unless
               excluded by  reason of  an exclusion  classification elected
               under this Adoption Agreement  Section 1.07:               .

               1.12  COMPENSATION.

          Treatment of elective contributions  (Choose (a) or (b))

          [x]  (a)  "Compensation: includes elective contributions  made by
               the Employer on the Employee's behalf.

          [ ]  (b)  "Compensation" does not include elective contributions.

          Modifications  to Compensation  definition.   (Choose  (c) or  at
          lease one of (d) through (j))

          [ ]  (c)  No modifications  other than as  elected under  Options
               (a) or (b).

          [ ]  (d)  The   Plan   excludes   Compensation   in   excess   of
               $__________.

          [ ]  (e)  In  lieu of the definition in Section 1.12 of the Plan,
               Compensation means any earnings  reportable as W-2 wages for
               Federal  income tax  withholding  purposes,  subject to  any
               other election under this Adoption Agreement Section 1.12.

          [x]  (f)  The Plan excludes bonuses.

          [x]  (g)  The Plan excludes overtime.

          [x]  (h)  The Plan excludes Commissions.

                                         II-2
[ ]  (i)  Compensation  will  not  include  Compensation  from  a
               related employer  (as defined in  Section 1.30 of  the Plan)
               that has not executed a Participation Agreement in this Plan
               unless, pursuant  to Adoption  Agreement  Section 1.07,  the
               Employees  of  that   related  employer   are  eligible   to
               participate in this Plan.

          [ ]  (j)  (Specify)                                              
                                        .

          If,  for any Plan Year, the  Plan uses permitted disparity in the
          contribution or allocation formula elected under Article III, any
          election of  Options (f), (g), (h) or (j) is ineffective for such
          Plan Year with respect to any Nonhighly Compensated Employee.

          Special  definition for  matching contributions.   "Compensation"
          for purposes  of any matching contribution  formula under Article
          III means:  (Choose (k) or (l) only if applicable).

          [x]  (k)  Compensation  as  defined  in this  Adoption  Agreement
          Section 1.12.

          [ ]  (l)  (Specify)                                             .

          Special  definition  for  salary  reduction  contributions.    An
          Employee's   salary   reduction   ________  __________   to   his
          Compensation determined prior to the reduction authorized by that
          salary   reduction  agreement,  with  the  following  exceptions:
          (Choose (m) or at lease one of (n) or (o), if applicable)

          [x]  (m)  No exceptions.

          [ ]  (n) If the Employee  makes elective contributions to another
               plan maintained by the Employer, the Advisory Committee will
               determine the  amount  of the  Employee's  salary  reduction
               contribution  for the  withholding period:   (Choose  (1) or
               (2))

               [ ]  (1)  After  the reduction  for such period  of elective
                    contributions to the other plan(s).

               [ ]  (2)  Prior to the reduction for such period of elective
                    contributions to the other plan(s).

          [ ]  (o)  (Specify)                                             .

               1.17 PLAN YEAR/LIMITATION YEAR.

          Plan Year.  Plan Year means:  (Choose (a) or (b))

          [x]  (a)  The 12  consecutive month period  ending every December
          31.

                                         II-3
[ ]  (b)  (Specify)                                             .

          Limitation Year.  The Limitation Year is:  (Choose (c) or (d))

          [x]  (c)  The Plan Year.

          [ ]  (d)  The 12 consecutive month period ending every ____.

               1.18 EFFECTIVE DATE.

          New Plan.  The "Effective Date" of the Plan is __________.

          Restated Plan.  The restated Effective Date is January 1, 1995.
          This  Plan  is  a  substitution  and  amendment  of  an  existing
          retirement  plan(s)  originally  established  January   1,  1986.
          [Note:  See the Effective Date Addendum.]

               1.27 HOUR  OF SERVICE.   The crediting  method for  Hours of
          Service is:  (Choose (a) or (b))

          [x]  (a)  The actual method.

          [ ]  (b)  The equivalency method, except:

               [ ]  (1)  No exceptions.

               [ ]  (2)  The actual method applies for purposes of: (Choose
          at least one)

                    [ ]  (i)  Participation under Article II

                    [ ]  (ii) Vesting under Article V.

                    [ ]  (iii)     Accrual of benefits under Section 3.06.

          [Note:   On  the blank  line,  insert "daily,"  "weekly,"  "semi-
          monthly payroll periods" or "monthly."]

               1.29 SERVICE FOR  PREDECESSOR EMPLOYER.  In  addition to the
          predecessor service the  Plan must  credit by  reason of  Section
          1.29 of the  Plan, the  Plan credits Service  with the  following
          predecessor  employer(s):   N/A.    Service  with the  designated
          predecessor  employer(s) applies:  (Choose at lease one of (a) or
          (b); (c) is available only in addition to (a) or (b))

          [N/A]     (a)  For purposes of participation under Article II.

          [N/A]     (b)  For purposes of vesting under Article V.

          [N/A]     (c)  Except the following Service:                    .

                                         II-4
[Note:  If the Plan does not credit any predecessor service under
          this  provision, insert  "N/A"  in the  first  blank line.    The
          Employer may  attache a schedule  to this Adoption  Agreement, in
          the  same format  as  this Section  1.29, designating  additional
          predecessor  employers  and   the  applicable  service  crediting
          elections.]

               1.31 LEASED  EMPLOYEES.     If   a  Leased  Employee   is  a
          Participate  in  the  Plan  and  also  participates   in  a  plan
          maintained by the leasing organization:  (Choose (a) or (b))

          [N/A]     (a)  The  Advisory Committee will  determine the Leased
                    Employee's allocation of  Employer contributions  under
                    Article III  without  taking into  account  the  Leased
                    Employee's  allocation,  if  any,  under   the  leasing
                    organization's plan.

          [N/A]     (b)  The  Advisory  Committee  will  reduce   a  Leased
                    Employee's    allocation   of    Employer   nonelective
                    contributions   (other    than   designated   qualified
                    nonelective  contributions)  under  this  Plan  by  the
                    Leased   Employee's   allocation   under  the   leasing
                    organization's  plan,  but  only  to  the  extend  that
                    allocation is  attributable  to the  Leased  Employee's
                    service  provided  to   the  Employer.     The  leasing
                    organization's plan:

               [ ]  (1)  Must be a money  purchase plan which would satisfy
                    the  definition under  Section  1.31 of  a safe  harbor
                    plan, irrespective of whether the safe harbor exception
                    applies.

               [ ]  (2)  Must  satisfy  the  features  and,  if  a  defined
                    benefit plan,  the method of reduction  described in an
                    addendum to this Adoption Agreement, numbered 1.31.

                                      ARTICLE II
                                EMPLOYEE PARTICIPANTS

               2.01 ELIGIBILITY.

          Eligibility  conditions.  To become a Participant in the Plan, an
          Employee  must  satisfy  the  following  eligibility  conditions:
          (Choose (a)  or (b) or  both; (c)  is optional  as an  additional
          election)

          [x]  (a)  Attainment of age 18 (specify age, not exceeding 21).

          [x]  (b)  Service requirement.  (Choose one of (1) through (3))

               [x]  (1)  One year of Service.

                                         II-5
[ ]  (2)  __   months  (not  exceeding  12)   following  the
                    Employee's Employment Commencement Date.

               [ ]  (3) One Hour of Service.

          [ ]  (c)  Special  requirements for  non-401(k) portion  of plan.
               (Make elections under (1) and under (2))

               (1)  The   requirements  of   this   Option  (c)   apply  to
               participation  in:   (Choose  at  lease one  of  (i) through
               (iii))

                    [ ]  (i)  The   allocation   of  Employer   nonelective
                         contributions and Participant forfeitures.

                    [ ]  (ii) The    allocation   of    Employer   matching
                         contributions (including  forfeitures allocated as
                         matching contributions).

                    [ ]  (iii)     The  allocation  of  Employer  qualified
                         nonelective contributions.

               (2)  For participation in the allocations described in  (1),
                    the eligibility  conditions are:  (Choose  at lease one
                    of (i) through (iv))

                    [ ]  (i)  (one or  two) Years(s) of Service, without an
                         intervening  Break in  Service  (as  described  in
                         Section 2.03(A)  of the Plan )  if the requirement
                         is two Years of Service.

                    [ ]  (ii) ____ months (not  exceeding 24) following the
                         Employees's Employment Commencement Date.

                    [ ]  (iii)     One Hour of Service.

                    [ ]  (iv) Attainment  of age  ____  (Specify  age,  not
          exceeding 21).

          Plan Entry Date.  "Plan Entry Date" means the Effective Date and:
          (Choose (d), (e) or (f))

          [ ]  (d)  Semi-annual Entry  Dates.   The first  day of the  Plan
               Year and  the first day  of the  seventh month  of the  Plan
               Year.

          [ ]  (e)  The first day of the Plan Year.

          [x]  (f)  (Specify  entry  dates)   The  first day  of  each Plan
          quarter.

                                         II-6
Time  of Participation.   An Employee  will become  a Participant
          (and,  if   applicable,  will  participate   in  the  allocations
          described  in  Option  (c)(1)), unless  excluded  under  Adoption
          Agreement  Section 1.07, on the  Plan Entry Date  (if employed on
          that date):  (Choose (g), (h) or (i))

          [x]  (g)  immediately following

          [ ]  (h)  immediately preceding

          [ ]  (i)  nearest

          the  date  the  Employee  completes  the  eligibility  conditions
          described  in Options  (a)  and  (b)  (or  in  Option  (c)(2)  if
          applicable) of this Adoption Agreement Section 2.01.  [Note:  The
          Employer  must coordinate the selection  of (g), (h)  or (i) with
          the "Plan  Entry Date"  selection  in (d),  (e) or  (f).   Unless
          otherwise excluded under Section 1.07, the Employee must become a
          Participant by the  earlier of:   (1) the first  day of the  Plan
          Year  beginning after the date the Employee completes the age and
          service requirements of  Code Sect.410(a); or (2)  6 months after
          the date the Employee completes those requirements.]

          Dual  eligibility.   The eligibility  conditions of  this Section
          2.01 apply to:  (Choose (j) or (k))

          [x]  (j)  All Employees of the Employer, except:   (Choose (1) or
               (2))

               [x]  (1)  No exceptions.

               [ ]  (2)  Employees who  are Participants in the  Plan as of
                    the Effective Date.

          [ ]  (k)  Solely to  an Employee  employed by the  Employer after
               __________.  If the Employee was employed by the Employer on
               or  before the  specified date, the  Employee will  become a
               Participant:  (Choose (1), (2) or (3))

               [ ]  (1)  On  the  latest   of  the   Effective  Date,   his
                    Employment Commencement Date or the date he attains age
                    ____ (not to exceed 21).

               [ ]  (2)  Under the  eligibility conditions in  effect under
                    the  Plan prior to the restated Effective Date.  If the
                    restated Plan required more than one Year of Service to
                    participate,  the  eligibility  condition   under  this
                    Option (2)  for participation  in the Code  Sect.401(k)
                    arrangement under this Plan is one  Year of Service for
                    Plan  Years beginning  after December  31, 1988.   [For
                    restated plans only]

                                         II-7
[ ]  (3) (Specify)                                          
                                             

               2.02  YEAR OF SERVICE - PARTICIPATION.

          Hours of Service.   An Employee  must complete:   (Choose (a)  or
          (b))

          [x]  (a)  1,000 Hours of Service

          [ ]  (b)  ____ Hours of Service

          during an eligibility computation period to  receive credit for a
          Year of Service.   [Note:  The Hours  of Service requirement  may
          not exceed 1,000.]

          Eligibility computation  period.   After the  initial eligibility
          computation  period described in  Section 2.02  of the  Plan, the
          Plan measures the eligibility computation period as:  (Choose (c)
          or (d))

          [ ]  (c)  The  12 consecutive  month period  beginning with  each
               anniversary of an Employee's Employment Commencement Date.

          [x]  (d)  The  Plan  Year, beginning  with  the  Plan Year  which
               includes the first anniversary of  the Employee's Employment
               Commencement Date.

               2.03   BREAK  IN  SERVICE -  PARTICIPATION.   The  Break  in
          Service rule described in  Section 2.03(B) of the Plan:   (Choose
          (a) or (b))

          [x]  (a)  Does not apply to the Employer's Plan

          [ ]  (b)  Applies to the Employer's Plan

               2.06  ELECTION NOT TO PARTICIPATE.   The Plan (Choose (a) or
          (b)

          [x]  (a)  Does not  permit an eligible Employee  or a Participant
               to elect not to participate.

          [ ]  (b)  Does permit  an eligible  Employee or a  Participant to
               elect not to participate in accordance with Section 2.06 and
               with the following rules:  (Complete (1), (2), (3) and (4))

               (1)  An  election is effective for  a Plan Year  if filed no
               later than                                                 .

               (2)  An election not to participate must be effective for at
               lease ____ Plan Year(s).

                                         II-8
(3)  Following a re-election to participate, the Employee or
               Participant:

               [ ]  (i)  May  not again  elect not  to participate  for any
                    subsequent Plan Year.

               [ ]  (ii) May  again  elect  not  to  participate,  but  not
                    earlier  than the  _____ Plan  Year following  the Plan
                    Year in which the re-election first was effective.

               (4)  (Specify)       [Insert "N/A" if no other rules apply].

                                     ARTICLE III
                        EMPLOYER CONTRIBUTIONS AND FORFEITURES

               3.01 AMOUNT.

          Part  I.   [Options  (a)  through  (g)]    Amount  of  Employer's
          contribution.   The Employer's  annual contribution to  the Trust
          will equal  the total amount of  deferral contributions, matching
          contributions,    qualified    nonelective   contributions    and
          nonelective contributions, as determined under this Section 3.01.

          [x]  (a)  Deferral contributions  (Code Sect.401(k) arrangement).
               (Choose (1) or (2) or both)

               [x]  (1)  Salary  reduction arrangement.   The Employer must
                    contribute  the amount by  which the  Participants have
                    reduced their Compensation for  the Plan Year, pursuant
                    to their  salary reduction agreements on  file with the
                    Advisory Committee.  A reference in  the Plan to salary
                    reduction  contributions   is  a  reference   to  these
                    amounts.

               [ ]  (2)  Cash  or deferred arrangement.   The Employer will
                    contribute on behalf of each Participant the portion of
                    the Participant's  proportionate share of  the cash  or
                    deferred  contribution  which  he has  not  elected  to
                    receive in  cash.  See Section 14.02  of the Plan.  The
                    Employer's cash or deferred contribution  is the amount
                    the Employer may from time to time deem advisable which
                    the   Employer  designates  as   a  cash   or  deferred
                    contribution prior  to making that contribution  to the
                    Trust.

          [x]  (b)  Matching  contributions.     The  Employer  will   make
               matching  contributions in  accordance  with the  formula(s)
               elected in Part II of this Adoption Agreement Section 3.01.

          [x]  (c)  Designated  qualified  nonelective contributions.   The
               Employer, in  its sole discretion, may  contribute an amount
               which it designates as a qualified nonelective contribution.

                                         II-9
[ ]  (d)  Nonelective  contributions.  (Choose any combination of
               (1) through (4))

               [ ]  (1)  Discretionary  contribution.     The  amount   (or
                    additional amount)  the Employer may from  time to time
                    deem advisable.

               [ ]  (2)  The amount (or additional amount) the Employer may
                    from   time  to  time   _______  advisable,  separately
                    determined for each of the following classifications of
                    Participants:

                    [ ]  (i)  Nonhighly  Compensated  Employees and  Highly
                              Compensated Employees.

                    [ ]  (ii) (Specify classifications)                   .

                    Under  this  Option (2),  the  Advisory Committee  will
                    allocate  the amount  contributed for  each Participant
                    classification in accordance with  Part II of  Adoption
                    Agreement Section 3.04, as  if the Participants in that
                    classification were the only Participants in the Plan.

               [ ]  (3)  ______%  of the  Compensation of  all Participants
                    under the Plan,  determined for the  Employer's taxable
                    year for which  it makes the contribution.  [Note:  The
                    percentage selected may not exceed 15%.]

               [ ]  (4)  ______%  of   Net  Profits   but  not   more  than
                    $_________.

          [ ]  (e)  Frozen  Plan.   This  Plan is  a frozen  Plan effective
               ___________.  The  Employer will not contribute to  the Plan
               with respect to any period following the stated date.

          Net Profits.  The Employer:  (Choose (f) or (g))

          [x]  (f)  Need  not   have  Net   Profits  to  make   its  annual
               contribution under the Plan.

          [ ]  (g)  Must  have current  or accumulated  Net  Profits exceed
               $________ to  make the following contributions:   (Choose at
               least one)

               [ ]  (1)  Cash or deferred contributions described in Option
                         (a)(2).

               [ ]  (2)  Matching  contributions  described in  Option (b),
                         except: _____________.

               [ ]  (3)  Qualified  nonelective contributions  described in
                         Option (c).

                                        II-10
[ ]  (4)  Nonelective contributions described in Option (d).

          The term "Net Profits" means the Employer's net income or profits
          for any taxable year determined by the Employer upon the basis of
          its  books  of  account  in accordance  with  generally  accepted
          accounting practices consistently applied without  any deductions
          for Federal and state taxes upon income or for contributions made
          by  the  Employer under  this Plan  or  under any  other employee
          benefit plan  the  Employer maintains.   The  term "Net  Profits"
          specifically  excludes N/A.  [Note:  Enter "N/A" if no exclusions
          apply.]

          If the  Employer requires Net Profits  for matching contributions
          and  the Employer  does  not have  sufficient  Net Profits  under
          Option  (g), it  will reduce  the  matching contribution  under a
          fixed  formula  on  a prorata  basis  for  all  Participants.   A
          Participant's  share of  the reduced  contribution will  bear the
          same  ratio as  the matching  contribution the  Participant would
          have received if Net  Profits were sufficient bears to  the total
          matching contribution all Participants would have received if Net
          Profits were sufficient.   If more than  one member of a  related
          group  (as  defined  in   Section  1.30)  execute  this  Adoption
          Agreement, each  participating member will  determine Net Profits
          separately  but  will  not  apply this  reduction  unless,  after
          combining  the separately  determined Net Profits,  the aggregate
          Net Profits are insufficient to satisfy the matching contribution
          liability.   "Net Profits" includes both  current and accumulated
          Net Profits.

          Part  II.   [Options  (h)  through  (j)]   Matching  contribution
          formula.   [Note:  If  the Employer elected  Option (b), complete
          Options (h), (i) and (j).]

          [x]  (h)  Amount of matching contributions.   For each Plan Year,
               the  Employer's  matching  contribution  is:    (Choose  any
               combination of (1), (2), (3), (4) and (5))

               [ ]  (1)  An amount  equal to  _____% of  each Participant's
                    eligible contributions for the Plan Year.

               [x]  (2)  An  amount  equal  to 100%  of  each Participant's
                    first tier of eligible contributions for the Plan Year,
                    plus  the  following  matching  percentage(s)  for  the
                    following  subsequent  tiers of  eligible contributions
                    for the Plan zero.

               [ ]  (3)  Discretionary formula.

                    [ ]  (i)  An  amount (or additional  amount) equal to a
                         matching percentage the Employer from time to time
                         may  deem advisable of  the Participant's eligible
                         contributions for the Plan Year.

                                        II-11
[ ]  (ii) An amount  (or additional amount) equal  to a
                         matching percentage the Employer from time to time
                         may   deem  advisable   of   each   tier  of   the
                         Participant's eligible contributions for  the Plan
                         Year.

               [ ]  (4)  An amount  equal  to the  following percentage  of
                    each Participant's eligible  contributions for the Plan
                    Year, based on the Participant's Years of Service:

               Number of Years of Services   Matching Percentage

                    _________      ____
                    _________      ____
                    _________      ____
                    _________      ____

                    The Advisory  Committee  will  apply  this  formula  by
                    determining Years of Service as follows:              .

               [ ]  (5)  A  Participant's  matching contributions  may not:
                    (Choose (i) or (ii))

                    [ ]  (i)  Exceed                                      .

                    [ ]  (ii) Be less than                                .

               Related  Employers.   If two or  more related  employers (as
               defined  in  Section  1.30)  contribute to  this  Plan,  the
               related employers may elect different  matching contribution
               formulas by attaching to the Adoption Agreement a separately
               completed  copy of this Part  II.  Note:   Separate matching
               contribution  formulas  create   separate  current   benefit
               structures that  must satisfy the minimum participation test
               of Code Sect.401(a)(26).]

          [x]  (i)  Definition of  eligible contributions.   Subject to the
               requirements   of    Option   (i),   the    term   "eligible
               contributions"  means:    (Choose  any  combination  of  (1)
               through (3))

               [x]  (1)  Salary reduction contributions.

               [ ]  (2)  Cash or deferred contributions (including any part
                    of the Participant's proportionate share of the cash or
                    deferred contribution which the Employer defers without
                    the Participant's election).

               [ ]  (3)  Participant mandatory contributions, as designated
                    in Adoption Agreement Section  4.01.  See Section 14.04
                    of the Plan.

                                        II-12
[x]  (j)  amount  of eligible  contributions taken  into account.
               When  determining  a  Participant's  eligible  contributions
               taken   into  account   under  the   matching  contributions
               formula(s),  the  following   rules  apply:     (Choose  any
               combination of (1) through (4))

               [ ]  (1)  The Advisory Committee will take into  account all
                    eligible contributions credited for the Plan year.

               [ ]  (2)  The  Advisory  Committee  will disregard  eligible
                    contributions exceed               .

               [x]  (3)  The  Advisory Committee  will treat  as  the first
                    tier  of eligible contributions,  an amount not exceed:
                    for each Participant, the lesser of (i) the sum for the
                    Plan Year of his eligible contributions with respect to
                    each pay period which do  not exceed three percent (3%)
                    of   his   Compensation  (as   defined   in  Part   III
                    (k)(1)(iii)) for such  pay period, and  (ii) 3% of  his
                    Compensation for such Plan Year.

                    The  subsequent  tiers of  eligible  contributions are:
                    for  each Participant,  all eligible  contributions for
                    the Plan Year which exceed the Participant's first tier
                    of eligible contributions.

               [ ]  (4)  (Specify)                                        .

          Part III.    [Options  (i) and  (l)].   special  rules  for  Code
          Sect.401(k)  Arrangement.    (Choose  (k) or  (l),  or  both,  as
          applicable)

          [x]  (k)  Salary Reduction Agreements.   The following rules  and
               restrictions  apply  to   an  Employee's  salary   reduction
               agreement:  (Make a selection under (1), (2), (3), and (4))

               (1)  Limitation on amount.  The Employee's salary  reduction
               contributions:    (Choose (i)  or at  least  one of  (ii) or
               (iii))

                    [ ]  (i)  No maximum limitation  other than as provided
                         in the Plan.

                    [x]  (ii) May not  exceed 17% of  Compensation for  the
                         Plan   Year,  subject  to   the  annual  additions
                         limitation described in Part  2 of Article III and
                         the 402(g)  limitation described in  Section 14.07
                         of the Plan.

                    [x]  (iii)     Based  on  percentages  of  Compensation
                         must equal  at least one  percent (1%) increments,
                         provided  further that,  solely  for  purposes  of

                                        II-13
computing the  amount to be deducted  each payroll
                         period  and  the  amount  described  in  Part   II
                         (j)(3)(i),  the  limitation on  Compensation under
                         Section   1.12(A)(1)  of   the   Plan   shall   be
                         disregarded.

               (2)  An  Employee  may revoke,  on  a  prospective basis,  a
               salary  reduction agreement:   (Choose  (i), (ii),  (iii) or
               (iv))

                    [ ]  (i)  Once during any Plan  Year but not later than
                         _________________ of the Plan Year.

                    [ ]  (ii) As of any Plan Entry Date.

                    [x]  (iii)     As of the first day of any month.

                    [ ]  (iv) (Specify, but must be  at least once per Plan
                         Year)                                            .

               (3)  An Employee who revokes his salary  reduction agreement
               may  file  a new  salary agreement  with an  effective date:
               (Choose (i), (ii), (iii) or (iv))

                    [ ]  (i)  No  earlier than  the first  day of  the next
                         Plan Year.

                    [ ]  (ii) As of any subsequent Plan Entry Date.

                    [ ]  (iii) As of the first  day of any month subsequent
                         to the month in which he revoked an Agreement.

                    [x]  (iv) (Specify, but must be  at least once per Plan
                         Year following the Plan Year of revocation)
                         beginning  any  quarter   following  a   six-month
                         waiting period from the  date the salary reduction
                         was revoked.

               (4)  A  Participant  may  increase  or may  decrease,  on  a
               prospective basis, his salary reduction percentage or dollar
               amount:  (Choose (i), (ii), (iii) or (iv))

                    [ ]  (i)  As of the beginning of each payroll period.

                    [ ]  (ii) As of the first day of each month.

                    [x]  (iii)     As of any Plan Entry Date.

                    [ ]  (iv) (Specify,  but must permit  an increase  or a
                         decrease at least once per Plan Year)            .

                                        II-14
[ ]  (1)  Cash or deferred contributions.  For each Plan Year for
               which  the  Employer makes  a  designated  cash or  deferred
               contribution, a Participant may elect to receive directly in
               cash not more than  the following portion (or, if  less, the
               402(g) limitation described in Section 14.07 of the Plan) of
               his   proportionate   share   of  that   cash   or  deferred
               contribution:  (Choose (1) or (2))

               [ ]  (1)  All or any portion.

               [ ]  (2)  ____________________%.

               3.04 CONTRIBUTION ALLOCATION.   The Advisory Committee  will
          allocate   deferral    contributions,   matching   contributions,
          qualified nonelective contributions and nonelective contributions
          in  accordance with  Section 14.06 and  the elections  under this
          Adoption Agreement Section 3.04.

          Part  I.    [Options  (a)  through  (d)].    Special   Accounting
          elections.   (Choose  whichever elections  are applicable  to the
          Employer's Plan)

          [x]  (a)  Matching Contributions Account.  The Advisory Committee
               will allocate  matching  contributions to  a  Participant's:
               (Choose (1) or  (2); (3)  is available only  in addition  to
               (1))

               [x]  (1)  Regular Matching Contributions Account.

               [ ]  (2)  Qualified Matching Contributions Account.

               [ ]  (3)  Except, matching contributions under  Option(s) of
                         Adoption Agreement Section 3.01  are allocable  to
                         the Qualified Matching Contributions Account.

          [x]  (b)  Special   Allocation   Dates   for   Salary   Reduction
               Contributions.  The Advisory Committee will allocate  salary
               reduction contributions  as of the Accounting Date and as of
               the  following  additional allocation  dates:    As soon  as
               administratively feasible following receipt by the Trustee.

          [x]  (c)  Special  Allocation  Dates for  Matching Contributions.
               The  Advisory Committee will allocate matching contributions
               as of the Accounting Date and as of the following additional
               allocation  dates:   as  soon  as administratively  feasible
               following receipt by the Trustee.

          [x]  (d)  Designated   Qualified   Nonelective  Contributions    
               Definitions of Participant.   For purposes of allocating the
               designated      qualified     nonelective      contribution.
               "Participant" means:  (Choose (1), (2) or (3))

                                        II-15
[ ]  (1)  All Participants.

               [x]  (2)  Participants   who   are   Nonhighly   Compensated
                    Employees for the Plan Year.

               [ ]  (3)  (Specify)                                        .

          Part  II.    Method  of Allocation     Nonelective  Contribution.
          Subject   to   any   restoration   allocation    required   under
          Section 5.04,  the Advisory  Committee will  allocate and  credit
          each annual nonelective contribution (and Participant forfeitures
          treated   as   nonelective   contributions)   to   the   Employer
          Contributions  Account of  each  Participant  who  satisfies  the
          conditions of  Section 3.06,  in accordance  with the  allocation
          method  selected under this Section 3.04.  If the Employer elects
          Option (e)(2), Option (g)(2)  or Option (h), for the  first 3% of
          Compensation allocated  to all Participants,  "Compensation" does
          not include  any  exclusions  elected  under  Adoption  Agreement
          Section 1.12    (other   than    the   exclusion    of   elective
          contributions), and the Advisory Committee must take into account
          the Participant's Compensation for the entire Plan Year.  (Choose
          an allocation method under (e), (f), (g) or (h); (i) is mandatory
          if the  Employer  elects (f),  (g)  or (h);  (j)  is optional  in
          addition to any other election.)

          [N/A]     (e)  Nonintegrated Allocation Formula.   (Choose (1) or
                    (2))

               [ ]  (1)  The  Advisory Committee  will allocate  the annual
                    nonelective contributions  in the same  ratio that each
                    Participant's Compensation  for the Plan Year  bears to
                    the total Compensation of all Participants for the Plan
                    Year.

               [ ]  (2)  The  Advisory Committee  will allocate  the annual
                    Employer  nonelective contributions  in the  same ratio
                    that  each  Participant's   Compensation  plus   Excess
                    Compensation  for  the Plan  Year  bears  to the  total
                    Compensation   plus   Excess   Compensation    of   all
                    Participants for  the Plan Year.   The allocation under
                    this paragraph, as a  percentage of each  Participant's
                    Compensation plus Excess Compensation, must  not exceed
                    the applicable  percentage (5.7%, 5.4% or  4.3%) listed
                    under the Maximum Disparity Table following Option (i).

                    The Advisory Committee then will allocate any remaining
                    nonelective contributions in  the same ratio that  each
                    Participant's Compensation for the  Plan Year bears  to
                    the total Compensation of all Participants for the Plan
                    Year.

                                        II-16
[ ]  (g)  Three-Tiered Integrated Allocation Formula.  First, the
               Advisory  Committee   will  allocate  __?   annual  employer
               nonelective  contributions  in  the  same  ratio  that  each
               Participant's Compensation  for the  Plan Year bears  to the
               total Compensation  of all  Participants for the  Plan Year.
               The allocation under this paragraph, as a percentage of each
               Participant's  Compensation  may not  exceed  the applicable
               percentage  (5.7%, 5.4%  or 4.3%)  listed under  the Maximum
               Disparity Table  following Option (i).   Solely for purposes
               of  the allocation  in this  first paragraph,  "Participant"
               means,  in  addition  to  a Participant  who  satisfies  the
               requirements of Section 3.06 for the Plan Year:  (Choose (1)
               or (2))

               [ ]  (1)  No other Participant.

               [ ]  (2)  Any  other Participant  entitled  to  a top  heavy
                    minimum  allocation  under  Section 3.04(B),  but  such
                    Participant's allocation under this Option (g) will not
                    exceed 3% of his Compensation for the Plan Year.

               As  a second  tier allocation,  the Advisory  Committee will
               allocate  the nonelective  contributions  in the  same ratio
               that  each Participant's  Excess Compensation  for the  Plan
               Year  bears   to  the  total  Excess   Compensation  of  all
               Participants for the  Plan Year.  The  allocation under this
               paragraph,  as  a  percentage of  each  Participant's Excess
               Compensation,  may not exceed  the allocation  percentage in
               the first paragraph.

               Finally, the Advisory Committee  will allocate any remaining
               nonelective  contributions  in  the  same  ratio  that  each
               Participant's Compensation  for the  Plan Year bears  to the
               total Compensation of all Participants for the Plan Year.

          [ ]  (h)  Four-Tiered Integrated Allocation Formula.   First, the
               Advisory  Committee  will   allocate  the  annual   Employer
               nonelective  contributions  in  the  same  ratio  that  each
               Participant's Compensation  for the  Plan Year bears  to the
               total Compensation  of all  Participants for the  Plan Year,
               but  not exceeding  3% of  each  participant's Compensation.
               Solely  for  purposes  of  this  first  tier  allocation,  a
               "Participant"  means, in  addition  to  any Participant  who
               satisfies  the requirements  of  Section 3.06 for  the  Plan
               Year, any other Participant entitled to a  top heavy minimum
               allocation under Section 3.04(B) of the Plan.

               As  a second  tier allocation,  the Advisory  Committee will
               allocate the  nonelective  contributions in  the same  ratio
               that   each   Participant's    Compensation   plus    Excess
               Compensation   for  the   Plan  ear   bears  to   the  total
               Compensation  plus Excess  Compensation of  all Participants

                                        II-17
for  the Plan Year.  The allocation under this paragraph, as
               a percentage of each Participant's Compensation plus  Excess
               Compensation,  must  not  exceed  the  applicable percentage
               (2.7%,  2.4% or  1.3%)  listed under  the Maximum  Disparity
               Table following Option (i).

               The Advisory  Committee  then will  allocate  any  remaining
               nonelective  contributions  in  the  same  ratio  that  each
               Participant's Compensation  for the  Plan Year bears  to the
               total Compensation of all Participants for the Plan Year.

          [ ]  (i)  Excess Compensation.   For purposes of Option (f),  (g)
               or (h), "Excess Compensation"  ____? Compensation in  excess
               of the following Integration Level:  (Choose (1) or (2))

               [ ]  (1)  ___%  (not exceeding  100%)  of the  taxable  wage
                    base,  as determined  under Section 230  of the  Social
                    Security  Act, in effect on  the first day  of the Plan
                    Year:    (Choose any  combination  of (i)  and  (ii) or
                    choose (iii))

                    [ ]  (i)  Rounded  to  __________________________  (but
                         not exceeding the taxable wage base).

                    [ ]  (ii) But not greater than $_______.

                    [ ]  (iii)     Without   any   further  adjustment   or
                         limitation.

               [ ]  (2)  $__________ [Note:  Not exceeding the taxable wage
                    base for the Plan Year in which this Adoption Agreement
                    first is effective.]

          Maximum Disparity Table.   For purposes  of Options (f), (g)  and
          (h), the applicable percentage is:

             Integration Level (as
             percentage of taxable
                  wage base)              Applicable
                                       Percentages for
                                        Option (f) or
                                          Option (g)         Applicable
                                                             Percentages
                                                               for Option
                                                               (h)    

           100%                              5.7%               2.7%
           More than 80% but less
           than 100%                         5.4%               2.4%

           More than 20% (but not
           less than $10,001) and
           not more than 80%                 4.3%               1.3%

           20% (or $10,000, if
           greater) or less                  5.7%               2.7%

                                        II-18
[N/A]     (j)  Allocation  offset.   The Advisory  Committee will
                    reduce a Participant's  allocation otherwise made under
                    Part II  of  this  Section 3.04  by  the  Participant's
                    allocation  under  the   following  qualified   plan(s)
                    maintained by the Employer:                           .

               The   Advisory  Committee  will  determine  this  allocation
               reduction:  (Choose (1) or (2))

               [ ]  (1)  By treating the term "nonelective contribution" as
                    including all  amounts paid or accrued  by the Employer
                    during  the  Plan   Year  to   the  qualified   plan(s)
                    referenced  under this  Option (j).   If  a Participant
                    under this  Plan also participates in  that other plan,
                    the  Advisory  Committee  will  treat  the  amount  the
                    Employer  contributes  for or  during  a  Plan Year  on
                    behalf  of a  particular Participant  under such  other
                    plan  as an amount  allocated under  this Plan  to that
                    Participant's Account for that Plan Year.  The Advisory
                    Committee  will  make  the  computation  of  allocation
                    required  under  the  immediately   preceding  sentence
                    before   making   any    allocation   of    nonelective
                    contributions under this Section 3.04.

               [ ]  (2)  In  accordance  with the  formula  provided in  an
                    addendum to this Adoption Agreement, numbered 3.04(j).

          Top  Heavy Minimum  Allocation    Method  of  Compliance.   If  a
          Participant's allocation under this Section 3.04 is less than the
          top  heavy  minimum allocation  to  which  he is  entitled  under
          Section 3.04(B):  (Choose (k) or (l))

          [ ]  (k)  The   Employer  will  make   any  necessary  additional
               contribution to the Participant's  Account, as described  in
               Section 3.04(B)(7)(a) of the Plan.

          [x]  (l)  The  Employer  will  satisfy  the  top  heavy   minimum
               allocation under  the following plan(s) it  maintains:  list
               all plans.   However, the  Employer will make  any necessary
               additional  contribution  to satisfy  the top  heavy minimum
               allocation for an Employee covered only under this  Plan and
               not under  the other plan(s) designated  in this Option (l).
               See Section 3.04(B)(7)(b) of the Plan.

          If the Employer maintains another plan, the  Employer may provide
          in an addendum to this Adoption Agreement, numbered Section 3.04,
          any  modifications to the Plan necessary to satisfy the top heavy
          requirements under Code Sect.416.

          Related  employers.  If two or more related employers (as defined
          in Section 1.30) contribute to  this Plan, the Advisory Committee
          must  allocate  all   Employer  nonelective  contributions   (and

                                        II-19
forfeitures  treated  as   nonelective  contributions)  to   each
          Participant in the Plan, in accordance with the elections in this
          Adoption Agreement Section 3.04:  (Choose (m) or (n))

          [ ]  (m)  Without  regard  to  which contributing  related  group
               member employs the Participant.

          [x]  (n)  Only  to  the  Participants directly  employed  by  the
               contributing   Employer.      If   a   Participant  receives
               Compensation from  more than one contributing  Employer, the
               Advisory Committee will determine the allocations under this
               Adoption  Agreement  Section 3.04  by  prorating  among  the
               participating Employers the Participant's  Compensation and,
               if  applicable, the  Participant's  Integration Level  under
               Option (i).

               3.05 FORFEITURE  ALLOCATION.    Subject to  any  restoration
          allocation required  under Sections 5.04  or  9.14, the  Advisory
          Committee will allocate  a Participant  forfeiture in  accordance
          with Section 3.04:  (Choose (a) or  (b); (c) and (d) are optional
          in addition to (a) or (b))

          [N/A]     (a)  As  an Employer  nonelective contribution  for the
                    Plan Year  in which  the forfeiture occurs,  as if  the
                    Participant forfeiture were  an additional  nonelective
                    contribution for that Plan Year.

          [ ]  (b)  To  reduce  the  Employer  matching  contributions  and
               nonelective contributions for the Plan Year:  (Choose (1) or
               (2))

               [ ]  (1)  in which the forfeiture occurs.

               [ ]  (2)  immediately following the Plan  Year in which  the
                    forfeiture occurs.

          [ ]  (c)  To the extent  attributable to matching  contributions:
               (Choose (1), (2) or (3))

               [ ]  (1)  In the manner elected under Options (a) or (b).

               [ ]  (2)  First  to  reduce Employer  matching contributions
                    for the Plan Year:  (Choose (i) or (ii))

                    [ ]  (i)  in which the forfeiture occurs,

                    [ ]  (ii) immediately following the  Plan Year in which
                         the forfeiture occurs,

                    then as elected in Options (a) or (b).

                                        II-20
[ ]  (3)  As a discretionary  matching contribution for  the
                    Plan Year  in which the  forfeiture occurs, in  lieu of
                    the manner elected under Options (a) or (b).

          [ ]  (d)  First  to  reduce  the  Plan's ordinary  and  necessary
               administrative  expenses for  the  Plan Year  and then  will
               allocate  any remaining forfeitures  in the manner described
               in  Options  (a), (b)  or (c),  whichever  applies.   If the
               Employer elects  Option (c), the forfeitures  used to reduce
               Plan expenses:  (Choose (1) or (2))

               [ ]  (1)  relate proportionately to forfeitures described in
                    Option (c) and to  forfeitures described in Options (a)
                    or (b).

               [ ]  (2)  relate first  to  forfeitures described  in Option
                    ____.

          Allocation  of  forfeited excess  aggregate  contributions.   The
          Advisory Committee will allocate  any forfeited excess  aggregate
          contributions (as described in Section  14.09);  (Choose (e), (f)
          or (g))

          [N/A]     (e)  To reduce Employer matching contributions  for the
                    Plan Year:  (Choose (1) or (2))

               [N/A]     (1)  in which the forfeiture occurs.

               [ ]  (2)  immediately following  the Plan Year in  which the
                    forfeiture occurs.

          [ ]  (f)  As  Employer  discretionary matching  contributions for
               the  Plan  Year  in  which forfeited,  except  the  Advisory
               Committee will not allocate  these forfeitures to the Highly
               Compensated Employees who incurred the forfeitures.

          [ ]  (g)  In accordance  with Options (a)  through (d), whichever
               applies,  except the  Advisory Committee  will not  allocate
               these forfeitures under Option (a) or under Option (c)(3) to
               the   Highly  Compensated   Employees   who   incurred   the
               forfeitures.

               3.06  ACCRUAL OF BENEFIT.

          Compensation taken into account.  For the Plan Year in which  the
          Employee first becomes a Participant, the Advisory Committee will
          determine the  allocation of  any cash or  deferred contribution,
          designated  qualified  nonelective  contribution  or  nonelective
          contribution by taking into account:  (Choose (a) or (b))

          [x]  (a)  The Employee's Compensation for the entire Plan Year.

                                        II-21
[ ]  (b)  The Employee's Compensation for the portion of the Plan
               Year  in which the Employee actually is a Participant in the
               Plan.

          Accrual  Requirements.   Subject  to  the  suspension of  accrual
          requirements  of  Section 3.06(E)  of  the  Plan,  to receive  an
          allocation   of  cash   or   deferred   contributions,   matching
          contributions,  designated  qualified nonelective  contributions,
          nonelective  contributions and  Participant forfeitures,  if any,
          for the  Plan Year,  a  Participant must  satisfy the  conditions
          described  in the following elections:   (Choose (c)  or at least
          one of (d) through (f))

          [ ]  (c)  Safe harbor  rule.  If  the Participant is  employed by
               the  Employer  on  the  last  day  of  the  Plan  Year,  the
               Participant  must complete at least  one Hour of Service for
               that Plan  Year.  If the Participant  is not employed by the
               Employer on the last  day of the Plan Year,  the Participant
               must  complete at least 501 Hours of Service during the Plan
               Year.

          [x]  (d)  Hours  of  Service  condition.   The  Participant  must
               complete the  following minimum  number of Hours  of Service
               during the Plan Year:   (Choose at least one of  (1) through
               (5))

               [ ]  (1)  1,000 Hours of Service.

               [ ]  (2)  (Specify, but  the number of Hours  of Service may
                    n o t       e x c e e d       1 , 0 0 0 )       _ _ _ _
                    ______________________________________________.

               [ ]  (3)  No Hour of Service requirement  if the Participant
                    terminates employment during the  Plan Year on  account
                    of:  (Choose (i), (ii) or (iii))

                    [ ]  (i)  Death.

                    [ ]  (ii) Disability.

                    [ ]  (iii)     Attainment of Normal  Retirement Age  in
                         the current Plan Year or in a prior Plan Year.

          [ ]  (4)  _____  Hours of  Service (not  exceeding 1,000)  if the
               Participant  terminates employment with  the Employer during
               the Plan Year, subject to any election in Option (3).

          [x]  (5)  No Hour of Service requirement for an allocation of the
               following contribution:   matching contributions and  salary
               deferrals.

                                        II-22
[ ]  (e)  Employment condition.  The Participant must be employed
               by   the  Employer  on  the  last  day  of  the  Plan  Year,
               irrespective of  whether he  satisfies any Hours  of Service
               condition under Option  (d), with the  following exceptions:
               (Choose (1) or at least one of (2) through (5))

               [ ]  (1)  No exceptions.

               [ ]  (2)  Termination of employment because of death.

               [ ]  (3)  Termination of employment because of disability.

               [ ]  (4)  Termination of employment following  attainment of
                    Normal Retirement Age.

               [ ]  (5)  No   employment   condition   for  the   following
                    c o n t r i b u t i o n s :       _ _ _ _ _ _ _ _ _ _ _
                    _______________________________________________________
                    ___.

          [ ]  (f)  (Specify other conditions, if applicable):            .

          Suspension of  Accrual Requirements.   the suspension  of accrual
          requirements of Section 3.06(E) of the Plan:  (Choose (g), (h) or
          (i))

          [ ]  (g)  Applies to the Employer's Plan.

          [x]  (h)  Does not apply to the Employer's Plan.

          [ ]  (i)  Applies  in modified  form to  the Employer's  Plan, as
               described   in  an  addendum  to  this  Adoption  Agreement,
               numbered Section 3.06(E).

          Special accrual requirements for  matching contributions.  If the
          Plan  allocates matching  contributions  two  or more  allocation
          dates for  a Plan Year, the Advisory  Committee, unless otherwise
          specified  in  Option  (l),  will  apply  any  Hours  of  Service
          condition by dividing the required Hours of Service on a pro rata
          basis  to  the allocation  periods  included in  that  Plan Year.
          Furthermore, a Participant who satisfies the conditions described
          in  this   Adoption  Agreement  Section  3.06   will  receive  an
          allocation of matching contributions  (and forfeitures treated as
          matching  contributions) only  if  the Participant  satisfies the
          following additional conditions(s):  (Choose (j) or  at least one
          of (k) or (l))

          [N/A]     (j)  No additional conditions.

          [ ]  (k)  The Participant  is not  a Highly  Compensated Employee
               for the Plan Year.  This Option (k) applies to:  (Choose (1)
               or (2))

                                        II-23
[ ]  (l)  All matching contributions.

               [ ]  (2)  Matching contributions described in Option(s)     
                          of Adoption Agreement Section 3.01.

          [ ]  (l)  (Specify)                                             .
                              .

               3.15  MORE  THAN ONE PLAN LIMITATION.  If  the provisions of
          Section  3.15 apply,  the Excess Amount  attributed to  this Plan
          equals:  (Choose (a), (b) or (c))

          [ ]  (a)  The product of:

                    (i)  the total Excess Amount  allocated as of such date
                    (including  any amount  which  the  Advisory  Committee
                    would have  allocated but  for the limitations  of Code
                    Sect.415), times

                    (ii) the  ratio  of (1)  the  amount  allocated to  the
                    Participant as of such date  under this Plan divided by
                    (2) the total  amount allocated as  of such date  under
                    all  qualified  defined contribution  plans (determined
                    without regard to the limitations of Code Sect.415).

          [ ]  (b)  The total Excess Amount.

          [x]  (c)  None of the Excess Amount.

               3.18  DEFINED BENEFIT PLAN LIMITATION.

          Application of limitation.  The limitation under Section  3.18 of
          the Plan:  (Choose (a) or (b))

          [ ]  (a)  Does  not  apply to  the  Employer's  Plan because  the
               Employer  does  not  maintain  and never  has  maintained  a
               defined benefit plan covering any Participant in this Plan.

          [x]  (b)  Applies  to  the  Employer's   Plan.    To  the  extent
               necessary to satisfy the  limitation under Section 3.18, the
               Employer will reduce:  (Choose (1) or (2))

               [x]  (1)  The Participant's projected  annual benefit  under
                    the defined  benefit plan under  which the  Participant
                    participates.

               [ ]  (2)  Its contribution or  allocation on  behalf of  the
                    Participant  to  the  defined  contribution  plan under
                    which  the  Participant   participates  and  then,   if
                    necessary, the Participant's  projected annual  benefit
                    under  the   defined  benefit  plan   under  which  the
                    Participant participates.

                                        II-24
[Note:  If  the Employer  selects (a), the  remaining options  in
          this Section 3.18 do not apply to the __________________ Plan.]

          Coordination  with top  heavy minimum  allocation.   The Advisory
          Committee will apply the  top heavy minimum allocation provisions
          of  Section 3.04(B) of the Plan with the following modifications:
          (Choose (c) or at least one of (d) or (e))

          [x]  (c)  No modifications.

          [ ]  (d)  For  Non-Key Employees participating only in this Plan,
               the top  heavy minimum allocation is  the minimum allocation
               described  in Section  3.04(B)  determined  by  substituting
               ____%  (Not less than 4%) for "3%,"  except:  (Choose (i) or
               (ii))

               [ ]  (i)  No exceptions.

               [ ]  (ii) Plan Years  in which  the top heavy  ratio exceeds
                    90%.

          [ ]  (e)  For Non-Key Employees also participating in the defined
               benefit plan, the top heavy minimum is:  (Choose (1) or (2))

               [ ]  (1)  5%  of Compensation  (as determined  under Section
                    3.04(B) or the  Plan) irrespective of the  contribution
                    rate of any Key Employee, except:  (Choose (i) or (ii))

                    [ ]  (i)  No exceptions.

                    [ ]  (ii) Substituting "7 1/2%" for "5%"  if the top heavy
                         ratio does not exceed 90%.

               [ ]  (2)  0%.   [Note:   The  Employer may  not  select this
                    Option  (2) unless the  defined benefit  plan satisfies
                    the  top heavy  minimum  benefit  requirements of  Code
                    Sect.416 for these Non-Key Employees.]

          Actuarial Assumptions  for Top  Heavy Calculation.   To determine
          the  top  heavy  ratio,  the  Advisory  Committee  will  use  the
          following  interest  rate  and  mortality  assumptions  to  value
          accrued benefits under a defined benefit plan:                  .

          If the elections under  this Section 3.18 are not  appropriate to
          satisfy  the  limitations  of  Section  3.18,  or the  top  heavy
          requirements under  Code Sect.416, the Employer  must provide the
          appropriate provisions in an addendum to this Adoption Agreement.

                                      ARTICLE IV
                              PARTICIPANT CONTRIBUTIONS

                                        II-25
4.01   PARTICIPANT NONDEDUCTIBLE  CONTRIBUTIONS.   The Plan:
          (Choose (a) or (b); (c) is available only with (b))

          [x]  (a)  Does     not    permit     Participant    nondeductible
               contributions.

          [ ]  (b)  Permits   Participant   nondeductible    contributions,
               pursuant to Section 14.04 of the Plan.

          [ ]  (c)  The    following    portion   of    the   Participant's
               nondeductible  contributions  for  the Plan  Year  mandatory
               contributions  under  Option  (i)(3)  of  Adoption Agreement
               Section 3.01: (Choose (1) or (2))

               [ ]  (1)  The   amount    which    is   not    less    than:
                    _______________________________ __________________.

                    (2)  The   amount   which   is   not    greater   than:
                    _____________________________
                    _______________________________________________________
                    ___________________.

          Allocation  Dates.     The  Advisory   Committee  will   allocate
          nondeductible  contributions  for  each   Plan  Year  as  of  the
          Accounting  Date and  the following additional  allocation dates:
          (Choose (d) or (e))

          [N/A]     (d)  No other allocation dates

          [ ]  (e)  (Specify) ______________________________________.

          As  of an allocation date, the Advisory Committee will credit all
          nondeductible  contributions  made  for  the  relevant allocation
          period.    Unless otherwise  specified  in  (e), a  nondeductible
          contribution  relates to  an allocation  period only  if actually
          made to the  Trust no  later than 30  days after that  allocation
          period ends.

               4.05    PARTICIPANT  CONTRIBUTION - WITHDRAWAL/DISTRIBUTION.
          Subject  to  the  restrictions   of  Article  VI,  the  following
          distribution   options  apply   to   a  Participant's   Mandatory
          Contributions  Accounts, if  any,  prior to  his Separation  from
          Service: (Choose (a) or at least one of (b) through (d))

          [ ]  (a)  No  distribution  options  prior  to   Separation  from
               Service.

          [ ]  (b)  The   same  distribution  options   applicable  to  the
               Deferral  Contributions Account  prior to  the Participant's
               Separation from  Service, as  elected in  Adoption Agreement
               Section 6.03.

                                        II-26
[ ]  (c)  Until  he retires,  the  Participant  has a  continuing
               election to  receive all  or any  portion  of his  Mandatory
               Contributions Account if: (Choose (1) or at least one of (2)
               through 4))

               [ ]  (1)  No conditions.

               [ ]  (2)  The mandatory contributions  have accumulated  for
                    at least _____ Plan Years since the Plan Year for which
                    contributed.

               [ ]  (3)  The  Participant   suspends  making  nondeductible
                    contributions for a period of _____ months.

               [ ]  (4)  (     S     p     e     c     i     f     y     )
                    ________________________________________.

          [ ]  (d)  (     S     p     e     c     i     f     y     )
               _____________________________________________.

                                      ARTICLE V
                     TERMINATION OF SERVICE - PARTICIPANT VESTING

               5.01   NORMAL RETIREMENT.   Normal Retirement  Age under the
          Plan is: (Choose (a) or (b))

          [x]  (a)  65 [State age, but may not exceed age 65].

          [ ]  (b)  The  later of  the date  the Participant  attains _____
               years of age or the ____ anniversary of the first day of the
               Plan Year  in which the Participant  commenced participation
               in the  Plan.  [The age  selected may not exceed  age 65 and
               the anniversary selected may not exceed the 5th.]

               5.02   PARTICIPANT DEATH  OR DISABILITY.   The  100% vesting
          rule under Section 5.02 of the Plan: (Choose (a) or choose one or
          both of (b) and (c))

          [x]  (a)  Does not apply.

          [ ]  (b)  Applies to death.

          [ ]  (c)  Applies to disability.

               5.03  VESTING SCHEDULE.

          Deferral  Contributions Account/Qualified  Matching Contributions
          Account/Qualified  Nonelective   Contributions  Account/Mandatory
          Contributions Account.   A Participant has  a 100% Nonforfeitable
          interest at all times in his Deferral Contributions  Account, his
          Qualified   Matching   Contributions   Account,   his   Qualified

                                        II-27
Nonelective   Contributions   Accounts  and   in   his  Mandatory
          Contributions Account.

          Regular  Matching  Contributions  Account/Employer  Contributions
          Account.    With  respect  to a  Participant's  Regular  Matching
          Contributions Account  and  Employer Contributions  Account,  the
          Employer elects  the following  vesting schedule: (Choose  (a) or
          (b); (c) and (d) are available only as additional options).

          [x]  (a)  Immediate vesting.   100% Nonforfeitable at  all times.
               [Note: The Employer must elect Option (a) if the eligibility
               conditions under Adoption Agreement Section  2.01(c) require
               2 years of service or more than 12 months of employment.]

          [ ]  (b)  Graduated Vesting Schedules.

               Top Heavy Schedule  Non Top Heavy Schedule
               (Mandatory)    (Optional)

               Years of       Nonforfeitable      Years of
          Nonforfeitable
               Service          Percentage        Service
            Percentage  

               Less than 1    %    Less than 1    %
                    1    %         1    %
                    2    %         2    %
                    3    %         3    %
                    4    %         4    %
                    5    %         5    %
                    6 or more 100%      6    %
               7 or more                                               100%

          [N/A]     (c)  Special  vesting  election  for  Regular  Matching
                    Contributions Account.   In lieu of  the election under
                    Options (a)  or (b), the Employer  elects the following
                    vesting schedule for  a Participant's Regular  Matching
                    Contributions Account: (Choose (1) or (2))

               [ ]  (1)  100% Nonforfeitable at all times.

               [ ]  (2)  In accordance with the vesting  schedule described
                    in the  addendum to  this Adoption  Agreement, numbered
                    5.03(c).   [Note:  If the  Employer elects  this Option
                    (c)(2),  the  addendum  must  designate  the applicable
                    vesting schedule(s)  using the  same format as  used in
                    Option (b).]

          [Note: Under Options (b) and (c)(2), the Employer must complete a
          Top Heavy Schedule which satisfies Code Sect.416.   The Employer,
          at its option may complete a Non Top Heavy Schedule.  The Non Top

                                        II-28
Heavy  Schedule  must  satisfy  Code Sect.411(a)(2).    Also  see
          Section 7.05 of the Plan.]

          [ ]  (d)  The  Top  Heavy  Schedule  under Option  (b)  (and,  if
               applicable, under Option (c)(2) applies.  Chose (1) or (2))

               [ ]  (1)  Only  in a  Plan Year  for which  the Plan  is top
               heavy.

               [ ]  (2)  In the Plan Year  for which the Plan first  is top
                    heavy and  then in all  subsequent Plan Years.   [Note:
                    The Employer  may not elect  Option (d)( unless  it has
                    completed a Non Top Heavy Schedule.]

          Minimum vesting.  (Choose (e) or (f))

          [ ]  (e)  The Plan does not apply a minimum vesting rule.

          [ ]  (f)  A  Participant's  Nonforfeitable  Accrued Benefit  will
               never  be less  than the  lesser of $_______________  or his
               entire  Accrued  Benefit,  even  if  the  application  of  a
               graduated vesting  schedule under  Options (b) or  (c) would
               result in a smaller Nonforfeitable Accrued Benefits.

          Life  Insurance Investments.   The Participant's  Accrued Benefit
          attributable to insurance contracts purchased on his behalf under
          Article XI is: (Choose (g) or (h))

          [ ]  (g)  Subject to the vesting  election under Options (a), (b)
               or (c).

          [ ]  (h)  100% Nonforfeitable at  all times, irrespective  of the
               vesting election under Options (b) or (c)(2).

               5.04      CASH-OUT    DISTRIBUTIONS   TO    PARTIALLY-VESTED
          PARTICIPANTS/  RESTORATION OF  FORFEITED  ACCRUED  BENEFIT.   The
          deemed cash-out rule  described in Section  5.04(C) of the  Plan:
          (Choose (a) or (b))

          [x]  (a)  Does not apply.

          [ ]  (b)  Will apply  to determine the timing  of forfeitures for
               0%  vested Participants.  A  Participant is not  a 0% vested
               Participant if he has a Deferral Contributions Account.

               5.06  YEAR OF SERVICE - VESTING.

          Vesting  computation period.  The Plan measures a Year of Service
          on  the  basis of  the  following 12  consecutive  month periods:
          (Choose (a) or (b))

          [ ]  (a)  Plan Years.

                                        II-29
[ ]  (b)  Employment  Years.    An  Employment  Year  is  the  12
               consecutive  month  period   measured  from  the  Employee's
               Employment   Commencement  Date   and  each   successive  12
               consecutive month period  measured from each  anniversary of
               that Employment Commencement Date.

          Hours  of Service.   The  minimum number of  Hours of  Service an
          Employee  must complete  during a  vesting computation  period to
          receive credit for a Year of Service is: (Choose (c) or (d))

          [ ]  (c)  1,000 Hours of Service.

          [ ]  (d)  ____ Hours of  Service.   [Note: The  Hours of  Service
               requirement may not exceed 1,000.]

               5.08   INCLUDED  YEARS OF  SERVICE - VESTING.   The Employer
          specifically excludes the following Years of Service: (Choose (a)
          or at least one of (b) through (e))

          [x]  (a)  None other  than as specified in Section 5.08(a) of the
               Plan.

          [ ]  (b)  Any Year of Service before the Participant attained the
               age of ___.  [Note: The age selected may not exceed age 18.]

          [ ]  (c)  Any Year of Service during  the period the Employer did
               not maintain this Plan or a predecessor plan.

          [ ]  (d)  Any  Year of Service before  a Break in  service if the
               number of  consecutive Breaks  in Service equals  or exceeds
               the greater  of 5 or  the aggregate  number of the  Years of
               Service  prior to the Break.  This exception applies only if
               the  Participant is 0% vested in his Accrued Benefit derived
               from  Employer contributions at the  time he has  a Break in
               Service.   Furthermore,  the  aggregate number  of Years  of
               Service before a Break  in Service do not include  any Years
               of  Service not required to be taken into account under this
               exception by reason of any prior Break in Service.

          [ ]  (e)  Any Year of Service earned prior  to the effective date
               of ERISA if  the Plan  would have disregarded  that Year  of
               Service on account of  an Employee's Separation from Service
               under a Plan  provision in effect and adopted before January
               1, 1974.

                                      ARTICLE VI
                       TIME AND METHOD OF PAYMENTS OF BENEFITS

          Code Sect.411(d)(6) Protected Benefits.  The elections under this
          Article  VI  may  not  eliminate  Code  Sect.411(d)(6)  protected
          benefits.  To  the extent  the elections would  eliminate a  Code
          Sect.411(d)(6) protected benefit, see  Section 13.02 of the Plan.

                                        II-30
Furthermore, if  the elections  liberalize the optional  forms of
          benefits  under the Plan, the  more liberal options  apply on the
          later of the adoption date of the Effective Date of this Adoption
          Agreement.

               6.01  TIME OF PAYMENT OF ACCRUED BENEFIT.  

          Distribution  date.  A distribution date under the Plan means any
          day  of the  Plan year.   [Note:  The Employer  must specify  the
          appropriate date(s).  The  specified distribution dates primarily
          establish  annuity  starting dates  and  the  notice and  consent
          periods prescribed by  the Plan.  The Plan  allows the Trustee on
          administratively practicable  period of  time to make  the actual
          distribution relating to a particular distribution date.]

          Nonforfeitable Accrued Benefit Not  Exceeding $3,500.  Subject to
          the limitations of Section  6.01(a)(1), the distribution date for
          distribution  of a  Nonforfeitable Accrued Benefit  not exceeding
          $3,500 is (Choose (a), (b), (c), (d) or (e))

          [ ]  (a)
               ____________________________________________________________
               _______  of  the _________  Plan  Year  beginning after  the
               Participant's Separation from Service.

          [x]  (b)  any  distribution  date  following   the  Participant's
               Separation from Service.

          [ ]  (c)
               ____________________________________________________________
               ________ of the Plan Year after the Participant incurs _____
               Break(s) in Service (as defined in Article V).

          [ ]  (d)  ________________________________________  following the
               Participant's  attainment of Normal  Retirement Age, but not
               earlier  than  _____  days  following  his  Separation  from
               Service.

          [ ]  (e)  (Specify)                                             .

          Nonforfeitable Accrued Benefit Exceeds $3,500.  See the elections
          under Section 6.03.

          Disability.     The   distribution   date,  subject   to  Section
          6.01(A)(3), is:  (Choose (f), (g) or (h))

          [ ]  (f)
               ____________________________________________________________
               ________ after the Participant terminates employment because
               of disability.

                                        II-31
[x]  (g)  The  same   as  if   the  Participant   had  terminated
               employment without disability.

          [ ]  (h)  (Specify)                                             .

          Hardship.  (Choose (i) or (j))

          [x]  (i)  The Plan does  not permit a hardship  distribution to a
               Participant who has separated from Service.

          [ ]  (j)  The   Plan  permits   a  hardship  distribution   to  a
               Participant  who  has separated  from Service  in accordance
               with the  hardship distribution  policy stated in:   (Choose
               (1), (2) or (3))

               [ ]  (1)  Section 6.01(A)(4) of the Plan.

               [ ]  (2)  Section 14.11 of the Plan.

               [ ]  (3)  The addendum to  this Adoption Agreement, numbered
                    Section 6.01.

          Default on a Loan.  If a Participant or Beneficiary defaults on a
          loan  made  pursuant to  a loan  policy  adopted by  the Advisory
          Committee pursuant to Section  9.04, the Plan:  (Choose  (k), (l)
          or (m))

          [x]  (k)  Treats  the  default as  a  distributable  event.   The
               Trustee,  at  the  time   of  the  default,will  reduce  the
               Participant's  Nonforfeitable Accrued Benefit  by the lesser
               of  the  amount in  default (plus  accrued interest)  or the
               Plan's  security  interest  in that  Nonforfeitable  Accrued
               Benefit.   To  the extent  the loan  is attributable  to the
               Participant's  Deferral   Contributions  Account,  Qualified
               Matching  Contributions  Account  or  Qualified  Nonelective
               Contributions  Account,  the  Trustee will  not  reduce  the
               Participant's  Nonforfeitable  Accrued  Benefit  unless  the
               Participant  has  separated  from   Service  or  unless  the
               Participant has attained age 59 1/2.

          [ ]  (l)  Does not  treat the  default as a  distributable event.
               When an otherwise distributable event first  occurs pursuant
               to Section 6.01  or Section  6.03 of the  Plan, the  Trustee
               will reduce the Participant's Nonforfeitable Accrued Benefit
               by  the  lesser  of  the  amount  in default  (plus  accrued
               interest)  or   the  Plan's   security   interest  in   that
               Nonforfeitable Accrued Benefit.

          [ ]  (m)  (Specify)                                             .

               6.02   METHOD OF PAYMENT  OF ACCRUED BENEFIT.   The Advisory
          Committee  may  Section 6.02  of  the  Plan  with  the  following

                                        II-32
modifications:  (Choose (a) or at least one of (b),  (c), (d) and
          (e))

          [ ]  (a)  No modifications.

          [ ]  (b)  Except  as required under  Section 6.01 of  the Plan, a
               lump sum distribution is not available:                    .

          [x]  (c)  An installment  distribution:  (Choose (1)  or at least
               one of (2) or (3))

               [x]  (1)  Is not available under the Plan.

               [ ]  (2)  May not  exceed the lesser  of _____ years  or the
                    maximum period permitted under Section 6.02.

               [ ]  (3)  (Specify)                                        .

          [ ]  (d)  The Plan permits the following annuity options:       .

               Any Participant who elects a  life annuity option is subject
               to the requirements of Sections 6.04(A), (B), (C) and (D) of
               the Plan.  See  Section 6.04(E).   [Note:  The Employer  may
               specify additional  annuity options  in an addendum  to this
               Adoption Agreement, numbered 6.02(d).]

          [x]  (e)  If the  Plan invests in qualifying Employer securities,
               as described in Section  10.03(F), a Participant eligible to
               elect distribution  under Section 6.03 may  elect to receive
               that distribution in Employer securities only in  accordance
               with  the  provisions  of  the  addendum  to  this  Adoption
               Agreement, numbered 6.02(e).

               6.03  BENEFIT PAYMENT ELECTIONS.

          Participant  Elections   After  Separation   from  Service.     A
          Participant who is eligible  to make distribution elections under
          Section  6.03 of the Plan  may elect to  commence distribution of
          his  Nonforfeitable Accrued Benefit:  (Choose at least one of (a)
          through (c))

          [ ]  (a)  As  of  any distribution  date,  but  not earlier  than
               _____________________  of the  ________ Plan  Year beginning
               after the Participant's Separation from Service.

          [x]  (b)  As of the following  date(s):  (Choose at least  one of
               Options (1) through (6))

               [ ]  (1)  Any distribution date after  the close of the Plan
                    Year in which the Participant attains Normal Retirement
                    Age.

                                        II-33
[x]  (2)  Any  distribution  date  following his  Separation
                    from Service with the Employer.

               [ ]  (3)  Any distribution date  in the  ___________________
                    Plan  Year(s)  beginning   after  his  Separation  from
                    Service.

               [ ]  (4)  Any distribution  date in the Plan  Year after the
                    Participant  incurs  _____________ Break(s)  in Service
                    (as defined in Article V).

               [ ]  (5)  Any distribution date following attainment  of age
                    _____ and completion of at least _____ Years of Service
                    (as defined in Article V).

               [ ]  (6)  (Specify)                                        .

          [ ]  (c)  (Specify)                                              
                                                                           
                                                                          .

               The distribution  events described  in the  election(s) made
          under  Options  (a), (b)  or (c)  apply  equally to  all Accounts
          maintained  for the  Participant  unless  otherwise specified  in
          Option (c).

          Participant Elections Prior to  Separation from Service - Regular
          Matching   Contributions   Account  and   Employer  Contributions
          Account.    Subject  to  the  restrictions  of  Article  VI,  the
          following distribution  options apply to  a Participant's Regular
          Matching Contributions Account and Employer Contributions Account
          prior to his  Separation from Service:   (Choose (d) or at  least
          one of (e) through (h))

          [ ]  (d)  No  distribution  options   prior  to  Separation  from
               Service.

          [ ]  (e)  Attainment  of Specified  Age.   Until he  retires, the
               Participant has a continuing election  to receive all or any
               portion  of  his Nonforfeitable  interest in  these Accounts
               after he attains:  (Choose (2) or (2))

               [ ]  (1)  Normal Retirement Age.

               [ ]  (2)  _____ years of age and  is at least _____%  vested
                    in these Accounts.   [Note:  If the percentage  is less
                    than 100%,  see the special vesting  formula in Section
                    5.03.]

          [ ]  (f)  After a Participant has participated in the Plan  for a
               period of not less than _____ years and he is 100% vested in
               these  Accounts, until  he  retires, the  Participant has  a

                                        II-34
continuing  election to  receive all or  any portion  of the
               Accounts.  [Note:  The number  in the blank space may not be
               less than 5.]

          [x]  (g)  Hardship.    A   Participant  may   elect  a   hardship
               distribution  prior   to  his  Separation  from  Service  in
               accordance  with the hardship  distribution policy:  (Choose
               (1),  (2) or  (3); (4)  is available  only as  an additional
               option)

               [ ]  (1)  Under Section 6.01(A)(4) of the Plan.

               [x]  (2)  Under Section 14.11 of the Plan.

               [ ]  (3)  Provided   in  the   addendum  to   this  Adoption
                    Agreement, numbered Section 6.03.

               [ ]  (4)  In no  event may a Participant  receive a hardship
                    distribution  before he  is at  least _____%  vested in
                    these Accounts.  [Note:  If the percentage in the blank
                    is less than  100%, see the special  vesting formula in
                    Section 5.03.]

          [ ]  (h)  (Specify)                                             .

          [Note:    The Employer  may use  an  addendum, numbered  6.03, to
          provide additional  language authorized  by Options (b)(6),  (c),
          (g)(3) or (h) of this Adoption Agreement Section 6.03.]

          Participant Elections Prior to Separation from Service - Deferral
          Contributions Account, Qualified  Matching Contributions  Account
          and Qualified Nonelective Contributions  Account.  Subject to the
          restrictions of Article  VI, the  following distribution  options
          apply   to  a   Participant's  Deferral   Contributions  Account,
          Qualified   Matching   Contributions   Account    and   Qualified
          Nonelective Contributions  Account prior  to his  Separation from
          Service:  (Choose (i) or at least one of (j) through (l))

          [ ]  (i)  No  distribution  options  prior  to   Separation  from
               Service.

          [ ]  (j)  Until he  retires,  the Participant  has  a  continuing
               election to  receive all  or any  portion of these  Accounts
               after he attains:  (Choose (1) or (2))

               [ ]  (1)  The later of Normal Retirement Age or age 59 1/2.

               [ ]  (2)  Age _____ (at least 59 1/2).

          [x]  (k)  Hardship.  A Participant, prior to this Separation from
               Service, may elect a hardship distribution from his Deferral

                                        II-35
Contributions   Account  in  accordance  with  the  hardship
               distribution policy under Section 14.11 of the Plan.

          [ ]  (l)  (     S     p     e     c     i     f     y     )
               ___________________________________________________________.
               [Note:  Option  (l) may not permit in  service distributions
               prior  to age 59 1/2 (other  than hardship_ and  may not modify
               the hardship policy described in Section 14.11.]

          Sale of  trade or  business/subsidiary.   If  the Employer  sells
          substantially  all of  the  assets (within  the  meaning of  Code
          Sect.409(d)(2)) used in a trade or business or sells a subsidiary
          (within the  meaning of  Code Sect.409(d)(3)), a  Participant who
          continues  employment with the  acquiring corporation is eligible
          for   distribution  from  his   Deferral  Contributions  Account,
          Qualified   Matching   Contributions   Account    and   Qualified
          Nonelective Contributions Account:  (Choose (m) or (n))

          [ ]  (m)  Only as described  in this  Adoption Agreement  Section
               6.03 for distributions prior to Separation from Service.

          [x]  (n)  As  if  he  has  a  Separation  from  Service.    After
               March 31, 1988,  a distribution authorized  solely by reason
               of  this Option (n) must constitute a lump sum distribution,
               determined  in a manner consistent with Code Sect.402(k)(10)
               and the applicable Treasury regulations.

               6.04   ANNUITY DISTRIBUTIONS  TO PARTICIPANTS  AND SURVIVING
          SPOUSES.  The annuity  distribution requirements of Section 6.04:
          (Choose (a) or (b))

          [ ]  (a)  Apply  only  to  a  Participant  described  in  Section
               6.04(E)  of  the  Plan   (relating  to  the  profit  sharing
               exception to the joint and survivor requirements).

          [ ]  (b)  Apply to all Participants.

                                      ARTICLE IX
                           ADVISORY COMMITTEE - DUTIES WITH
                          RESPECT TO PARTICIPANTS' ACCOUNTS

               9.01    VALUE  OF  PARTICIPANT'S  ACCRUED  BENEFIT.    If  a
          distribution (other than a distribution from a segregated Account
          and other  than a  corrective distribution described  in Sections
          14.07,  14.08, 14.09  or 14.10 of  the Plan) occurs  more than 90
          days after  the most recent valuation date, the distribution will
          include interest at:  (choose (a), (b) or (c))

          [x]  (a)  0% per annum.  [Note:  The percentage may equal 0%.]

                                        II-36
[ ]  (b)  The  90  day  Treasury  bill  rate  in  effect  at  the
               beginning of the current valuation period.

          [ ]  (c)  (Specify)                                             .

               9.11   ALLOCATION  AND DISTRIBUTION  OF  NET INCOME  GAIN OR
          LOSS.  Pursuant  to Section 14.12, to determine the allocation of
          net income, gain  or loss:  (Complete  only those items,  if any,
          which are applicable to the Employer's Plan)

          [x]  (a)  For  salary  reduction   contributions,  the   Advisory
               Committee will:  (Choose (1), (2), (3), (4) or (5))

               [x]  (1)  Apply Section 9.11 without modification.

               [ ]  (2)  Use the segregated  account approach described  in
                    Section 14.12.

               [ ]  (3)  Use  the  weighted  average  method  described  in
                    Section 14.12,  based  on  a _______________  weighting
                    period.

               [ ]  (4)  Treat  as  part of  the  relevant  Account at  the
                    beginning of the valuation  period _____% of the salary
                    reduction contributions:  (Choose (i) or (ii))

                    [ ]  (i)  made during that valuation period.

                    [ ]  (ii) made   by   the  following   specified  time:
                         _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
                         ________________________________.

               [ ]  (5)  Apply  the  allocation  method  described  in  the
                    addendum to this Adoption Agreement numbered 9.11(a).

          [x]  (b)  For  matching  contributions,  the  Advisory  Committee
               will:  (Choose (1), (2), (3) or (4))

               [x]  (1)  Apply Section 9.11 without modification.

               [ ]  (2)  Use  the  weighted  average  method  described  in
                    Section 14.12,  based  on  a _______________  weighting
                    period.

               [ ]  (3)  Treat  as  part of  the  relevant  Account at  the
                    beginning   of  the  valuation  period  _____%  of  the
                    matching contributions allocated  during the  valuation
                    period.

               [ ]  (4)  Apply  the  allocation  method  described  in  the
                    addendum to this Adoption Agreement numbered 9.11(b).

                                        II-37
[N/A]     (c)  For  Participant nondeductible  contributions, the
                    Advisory Committee will:  (Choose (1), (2), (3), (4) or
                    (5))

               [ ]  (1)  Apply Section 9.11 without modification.

               [ ]  (2)  Use the segregated  account approach described  in
                    Section 14.12.

               [ ]  (3)  Use  the  weighted  average  method  described  in
                    Section 14.12,  based  on  a _______________  weighting
                    period.

               [ ]  (4)  Treat  as  part of  the  relevant  Account at  the
                    beginning  of  the  valuation   period  _____%  of  the
                    Participant nondeductible contributions:   (Choose  (i)
                    or (ii))

                    [ ]  (i)  made during that valuation period.

                    [ ]  (ii) made   by   the  following   specified  time:
                         ___________________ _____________________.

               [ ]  (5)  Apply  the  allocation  method  described  in  the
                    addendum to this Adoption Agreement numbered 9.11(c).

                                      ARTICLE X
                       TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

               10.03   INVESTMENT POWERS.  Pursuant  to Section 10.03[F] of
          the  Plan,  the  aggregate  investments  in  qualifying  Employer
          securities and in qualifying Employer real property:  (Choose (a)
          or (b))

          [ ]  (a)  May not exceed 10% of Plan assets.

          [x]  (b)  May  not exceed  100%  of Plan  assets.   [Note:    The
               percentage may not exceed 100%]

               10.14  VALUATION OF  TRUST.  In addition to  each Accounting
          Date,  the Trustee  must value  the Trust  Fund on  the following
          valuation date(s):  (Choose (a) or (b))

          [ ]  (a)  No other mandatory valuation dates.

          [x]  (b)  (Specify) each business day  upon which Plan assets can
               be  purchased  or  sold,  commonly referred  to  as  "Daily"
               accounting.

                                        II-38
EFFECTIVE DATE ADDENDUM
                                (Restated Plans Only)

               The  Employer  must  complete  this  addendum  only  if  the
          restated   Effective  Date   specified   in  Adoption   Agreement
          Section 1.18 is different than the restated effective date for at
          least one of the provisions listed in this addendum.   In lieu of
          the restated  Effective Date in Adoption  Agreement Section 1.18,
          the following  special effective dates apply:   (Choose whichever
          elections apply)

          [ ]  (a)  Compensation definition.   The Compensation  definition
               of  Section 1.12  (other  than the  $200,000  limitation) is
               effective  for Plan  Years beginning  after _______________.
               [Note:  May not be effective later than the first day of the
               first Plan  Year beginning after the  Employer executes this
               Adoption Agreement  to restate the  Plan for the  Tax Reform
               Act of 1986, if applicable.]

          [ ]  (b)  Eligibility  conditions.    The eligibility  conditions
               specified  in Adoption Agreement  Section 2.01 are effective
               for Plan Years beginning after _______________.

          [ ]  (c)  Suspension  of Years  of  Service.   The suspension  of
               Years of  Service  rule  elected  under  Adoption  Agreement
               Section 2.03  is  effective for  Plan Years  beginning after
               _______________.

          [ ]  (d)  Contribution/allocation  formula.     The  contribution
               formula  elected under  Adoption Agreement  Section 3.01 and
               the method  of allocation  elected under  Adoption Agreement
               Section 3.04 is  effective for  Plan  Years beginning  after
               _______________.

          [ ]  (e)  Accrual  requirements.    The accrual  requirements  of
               Section 3.06 are  effective for  Plan Years  beginning after
               _______________.

          [ ]  (f)  Employment  condition.    The  employment  condition of
               Section 3.06  is  effective for  Plan Years  beginning after
               _______________.

          [ ]  (g)  Elimination of  Net Profits.   The requirement  for the
               Employer  not to have net profits to contribute to this Plan
               is effective for Plan Years beginning after _______________.
               [Note:    The  date  specified  may  not  be  earlier   than
               December 31, 1985.]

          [ ]  (h)  Vesting  Schedule.  The  vesting schedule elected under
               Adoption Agreement Section 5.03 is  effective for Plan Years
               beginning after _______________.

                                        II-39
[x]  (i)  Allocation  of  Earnings.     The  special   allocation
               provisions elected under Adoption Agreement Section 9.11 are
               effective for Plan Years  beginning after and 12/31/94 after
               a  reasonable period  of  time to  effect redistribution  of
               funds   and  implementation   of  new   investment  director
               procedures.

          [ ]  (j)  (     S     p     e     c     i     f     y     )
               ____________________________________________________________
               _ __________________________________________________.

               For  Plan Years  prior to  the special  Effective Date,  the
          terms  of the Plan prior  to its restatement  under this Adoption
          Agreement will control for purposes of the designated provisions.
          A special  Effective Date may not  result in the delay  of a Plan
          provision  beyond  the  permissible  Effective  Date  under   any
          applicable law requirements.

                                        II-40
Execution Page

               The  Trustee (and  Custodian, if  applicable), by  executing
          this Adoption Agreement, accepts  its position and agrees  to all
          of the obligations, responsibilities  and duties imposed upon the
          Trustee  (or Custodian)  under the  Master Plan  and Trust.   The
          Employer  hereby agrees to the provisions of this Plan and Trust,
          and  in  witness  of its  agreement,  the  Employer  by its  duly
          authorized officers,  has executed this  Adoption Agreement,  and
          the  Trustee  (and  Custodian,   if  applicable),  signified  its
          acceptance, on this _____ day of August, 1994.

          Name  and   EIN  of   Employer:    KIRBY   MARINE  TRANSPORTATION
          CORPORATION  74-1074014                                          

          Signed:                                                          

          Name(s) of Trustee:  Texas Commerce Bank, National Association   

          Signed:                                                          
                                                                           

          Name of Custodian:                                               

          Signed:                                                          

          [Note:  A Trustee is mandatory, but a Custodian is optional.  See
          Section 10.03 of the Plan.]

          Plan Number.   The 3-digit  plan number the  Employer assigns  to
          this Plan  for ERISA reporting  purposes (From  5500 Series)  is:
          004.

          Use  of Adoption  Agreement.   Failure to  complete properly  the
          elections   in   this   Adoption    Agreement   may   result   in
          disqualification  of the  Employer's  Plan.   The 3-digit  number
          assigned  to this Adoption Agreement  (see page 1)  is solely for
          the  Master Plan  Sponsor's recordkeeping  purposes and  does not
          necessarily correspond to the plan number the Employer designated
          in the prior paragraph.

          Master Plan Sponsor.   The Master Plan Sponsor identified  on the
          first  page of the basic  plan document will  notify all adopting
          employers  of any  amendment  of  this  Master  Plan  or  of  any
          abandonment or  discontinuance by the Master Plan  Sponsor of its
          maintenance  of this  Master Plan.   For inquiries  regarding the
          adoption of the  Master Plan, the Master  Plan Sponsor's intended
          meaning  of  any plan  provisions or  the  effect of  the opinion
          letter  issued to  the  Master Plan  Sponsor, please  contact the
          Master  Plan  Sponsor  at  the following  address  and  telephone

                                        II-41
number:  600 Travis, 2nd Floor, Houston, Texas  77002, (713) 216-
          6789                                                            .

          Reliance on  Opinion Letter.   The Employer  may not rely  on the
          Master  Plan  Sponsor's  opinion  letter covering  this  Adoption
          Agreement.    For  reliance  on  the  Plan's  qualification,  the
          Employer must  obtain a determination letter  from the applicable
          IRS Key District office.

                                        II-42
PARTICIPATION AGREEMENT
            For Participation by Related Group Members (Plan Section 1.30)

               The  undersigned Employer,  by executing  this Participation
          Agreement, elects to become a Participating Employer in  the Plan
          identified  in   Section  1.03   of  the  accompanying   Adoption
          Agreement,  as if the Participating  Employer were a signatory to
          that Agreement.   The Participating Employer  accepts, and agrees
          to be bound by, all of the elections granted under the provisions
          of  the  Master  Plan  as  made  by  KIRBY  MARINE TRANSPORTATION
          CORPORATION, the  Signatory Employer to the Execution Page of the
          Adoption Agreement.

               1.   The  Effective  Date   of  the  undersigned  Employer's
               participation in the designated Plan is: 01/01/95.

               2.   The  undersigned  Employer's   adoption  of  this  Plan
               constitutes:

          [ ]  (a)  The  adoption  of  a  new  plan  by  the  Participating
               Employer.

          [ ]  (b)  The adoption of an amendment and restatement of  a plan
               currently maintained  by the  Employer, identified  as Kirby
               Marine  Transportation Corporation,  and having  an original
               effective date of 01/01/86.

               Dated this _____ day of _______________, 19__.

                              Name of Participating Employer:              
                                                                           

                              Signed:                            

                              Participating Employer's EIN:                

          Acceptance by the Signatory Employer to the Execution Page of the
          Adoption Agreement and by the Trustee.

                              Name  of  Signatory  Employer:  KIRBY  MARINE
                              TRANSPORTATION
                                              CORPORATION.

          Accepted:______________
                    [Date]         Signed:                                 

                              Name(s) of Trustee:                          

          Accepted:______________
                    [Date]         Signed:                                 

                                        II-43
[Note:    Each Participating  Employer  must  execute a  separate
          Participation Agreement.   See the Execution Page of the Adoption
          Agreement for important Master Plan information.]

                                        II-44
ADDENDUM 6.02(e) TO
                               ADOPTION AGREEMENT #011
                NONSTANDARDIZED CODE Sect. 401(k) PROFIT SHARING PLAN

                           Additional Provisions Concerning
                            Qualifying Employer Securities

               The following is the addendum referred to in Section 6.02(e)

          of  the Adoption  Agreement ("Addendum"),  and all  defined terms
          used herein  shall have the same  meaning as under the  Plan.  To

          the extent that the specific provisions of this Addendum conflict
          with  the other  provisions of  the Plan,  the provisions  of the

          Addendum shall control.

          1.   Investment in Kirby Corporation Common Stock.
               In  accordance  with   Section  10.03(b)  of   the  Adoption

          Agreement, the Trustee is authorized to invest all or any portion
          of  the Plan assets in  shares ("Shares") of  common stock, $0.10

          par  value per  share ("Common  Stock") of  Kirby Corporation,  a
          Nevada  corporation   ("Kirby"),  which  shares   are  qualifying

          Employer securities.  

          2.   All Transactions Shall Be In A Brokers Transaction.  
               All purchases and sales of Shares shall be made in a brokers

          transaction (within the meaning of Section 4(4) of the Securities
          Act  of 1933,  as amended)  ("Brokers Transaction"),  and without

          limitation,  no purchases or sales  shall be made  directly to or
          from  the  Employer  (as defined  in  the  Plan)  or any  Related

          Employer (collectively, the "Employer")  (other than in a Brokers
          Transaction) and,  again without  limitation,  all purchases  and

          sales  shall be  solely  at the  direction  of a  Participant  as
          further provided herein.  

          3.   Carrying Out the Purchase or Sale of Shares. 

               The  Trustee shall execute the purchase or sale of Shares as
          soon as reasonably possible following the receipt of instructions

                                        II-45
from the Participant, and shall do so, in so far  as possible, in
          the same manner for all Participant's similarly situated.

          4.   Maintaining   Confidentiality  of  Purchases  and  Sales  of
               Shares.

               In order  to maintain confidentiality of  each Participant's
          purchases  and sales of Shares, the Trustee shall not disclose to

          the Employer or  to any  officer or employee  thereof except  the
          Vice-President  of Human Resources of Kirby Marine Transportation

          Corporation  ("Confidentiality  Fiduciary"),  nor  to  any  other
          person known to be related to the Employer ("Related Party"), any

          information relating to the purchase or sale of Shares (including
          the holding  of Shares  previously  purchased), and  the  Trustee

          shall   follow  the   reasonable   written   directions  of   the
          Confidentiality  Fiduciary with  respect  to  matters  which  the

          Confidentiality  Fiduciary  advises the  Trustee  in writing  are
          necessary  to maintain  the  confidentiality of  a  Participant's

          investment  in Shares.     Notwithstanding the  foregoing, unless
          otherwise advised in  writing by  the Confidentiality  Fiduciary,

          the  Trustee may  furnish the  Employer or  a Related  Party with
          information  relating  to  the overall  purchase,  sale,  voting,

          tender or similar  matters relating to all of  the Shares held by
          the  Trustee so long as  such information does  not identify, and

          cannot be  reasonably anticipated as identifying,  the actions of
          any specific Participant with respect to such Shares.  

          5.   Special Limitations on Officer-Participants.

               Each officer  of  an  Employer who  is  required  to  report
          changes in his or her direct or indirect interest in Shares under

          Section 16(a) of the Securities Exchange Act of 1934, as amended,
          and who  is a  Participant  ("Officer-Participant") will  not  be

          entitled to instruct the  Trustee to change the  percentage which
          are being  invested in  Shares of either  (i) the  funds in  such

          Officer-Participant's  Account  ("Investments"),   or  (ii)   the

                                        II-46
Elective deferrals  or Matching  contributions being made  to the
          Plan   and  allocated   to  such   Officer-Participant's  Account

          ("Contributions"),  during the 30-day period ("30-day Irrevocable
          Period") immediately following  the date on  which such  Officer-

          Participant properly changes the percentage of either Investments
          or Contributions  being invested in Shares.   Without limitation,

          if  agreed   to  by  an  Employer,   an  Officer-Participant  may
          voluntarily  entering into  an agreement  with an  Employer which

          limits his right  to change the  percentage of his  Contributions
          being invested  in Shares for  a period  in excess of  the 30-day

          Irrevocable Period.   Without limitation, the  Trustee shall have
          no obligation  to determine whether an  Officer-Participant is in

          compliance  with any  restrictions on  such Officer-Participant's
          change of  percentage being  invested in  Shares with respect  to

          either Investments or Contributions.   

          6.   Voting Shares.
               The Trustee shall adopt procedures to insure that the voting

          of  Shares shall be passed  through to each  Participant, so that
          such Participant shall  be entitled and reasonably able to direct

          the Trustee, in writing if so required by the Trustee,  as to the
          manner  in which the  Shares allocated to  his Account  are to be

          voted upon any matter submitted to a vote of the stockholders  of
          Kirby.     In  the  absence  of  a  written  direction  from  the

          Participant to the Trustee, the Shares of such Participant  shall
          not be  voted.    Without limitation, the  Trustee shall,  to the

          extent  reasonably  possible, act  with  respect  to all  matters
          relating to the voting of  Shares in such a way as to insure that

          there is  no disclosure to the  Employer or a Related  Party of a
          Participant's  vote; and  provided, further,  without limitation,

          any  instruction or  other communication, written  or oral,  by a
          Participant to the Trustee relating to voting of the Shares shall

          be held in confidence by the Trustee and shall not be divulged to
          the Employer or a Related Party.   

                                        II-47
7.   Tender Offers for Common Stock.  
               Upon commencement  of a  tender  offer for  Shares  ("Tender

          Offer"), the Employer shall  notify the Trustee and  shall supply
          the  Trustee (on an ongoing basis) with all information and other

          materials as is  distributed to holders of Common Stock generally
          in connection with such  Tender ("Tender Offer Materials"),   and

          the  Trustee shall  furnish such Tender  Offer Materials  to each
          Participant who has Shares allocated to his Account.  The Trustee

          shall  adopt procedures to insure that the right to Tender Shares
          shall  be  passed  through  to  each  Participant,  so  that each

          Participant  shall be entitled and  reasonably able to direct the
          Trustee, in writing if so required by the Trustee, as to  whether

          the  Shares allocated to his Account are  to be Tendered.  In the
          absence of  a  written  direction from  the  Participant  to  the

          Trustee, the Shares  of such Participant  shall not be  Tendered.
          Without limitation,  the Trustee shall, to  the extent reasonably

          possible,  act with respect to all matters relating to the Tender
          in such a  way as to  insure that there is  no disclosure to  the

          Employer or  a Related  Party  of a  Participant's decision  with
          respect to the Tender; and provided, further, without limitation,

          any instruction or  other communication,  written or  oral, by  a
          Participant to the Trustee  relating to the Tender shall  be held

          in  confidence by the  Trustee and shall  not be divulged  to the
          Employer or a Related Party.

          8. Distribution of Accrued Benefits.  

               A  Participant  who has  invested  in Shares  may  elect, in
          writing filed with the Trustee at least 10 days prior to the date

          of distribution, to  receive distribution of  the portion of  his
          Accrued Benefit attributable  to Shares  in the  form of  Shares;

          provided further  that, in  the  absence of  such direction,  the
          Trustee shall  liquidate the Participant's  Shares and distribute

          the proceeds.     
           

                                        II-48
EXHIBIT 23.1

                                        II-49
INDEPENDENT AUDITORS' CONSENT

          The Board of Directors
          Kirby Corporation

          We  consent to the incorporation by reference of our reports into

          the Registration Statement of  Kirby Corporation on Form  S-8, to
          which this consent is an exhibit.

          Our reports refer  to changes  in the methods  of accounting  for

          income   taxes,  postretirement  benefits  other  than  pensions,
          certain investments in debt and equity securities and  accounting

          and reporting for reinsurance of short-duration and long-duration
          contracts.

                                   KPMG Peat Marwick LLP

          Houston, Texas
          February 1, 1995

                                        II-50
EXHIBIT 23.2

                                        II-51
Exhibit 23.2

                            INDEPENDENT AUDITOR'S CONSENT

          We consent to the incorporation by reference in this Registration
          Statement of Kirby Corporation  on Form S-8 of our  reports dated

          March  2, 1992, except for Note  2 as to which  the date is March
          18,  1992 (relating  to Kirby  Corporation and  subsidiaries) and

          February 28,  1994 (relating  to Universal Insurance  Company and
          subsidiaries not presented  separately herein), appearing  in the

          Annual  Report on  Form 10-K  of Kirby  Corporation for  the year
          ended December 31, 1993.

          DELOITTE & TOUCHE LLP

          Houston, Texas

          January 31, 1995

                                        II-52