As filed with the Securities and Exchange Commission on May 4, 1995
                                      Registration No. 33-          
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                              __________________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                              __________________

                             NEW PLAN REALTY TRUST
            (Exact name of registrant as specified in its charter)

             Massachusetts                       13-1995781
    (State or other jurisdiction of           (I.R.S. employer
    incorporation or organization)           identification no.)

                          1120 Avenue of the Americas
                           New York, New York  10036
                                (212) 869-3000
   (Address, including zip code and telephone number of principal executive
offices)

New Plan Realty Trust
Retirement Savings Plan
(Full title of the plan)
_________________________

William Newman
Chief Executive Officer
New Plan Realty Trust
1120 Avenue of the Americas
New York, New York  10036
(Name, address, including zip code, of agent for service)

(212) 869-3000
(Telephone number, including area code,
of agent for service)
_________________________

Copies to:

Eric I Cohen, Esq.
Robinson Silverman Pearce Aronsohn & Berman
1290 Avenue of the Americas
New York, New York  10104

Approximate date of proposed sale to public:
From time to time after the effective date of this Registration Statement


                         CALCULATION OF REGISTRATION FEE


Title of Each                
Class of Sec-                Proposed Maximum Proposed Maximum    Amount of
urities to     Amount to be  Offering Price   Aggregate Offering  Registration
be Registered  Registered(1) Per Unit (1)     Price (1)           Fee 
- -------------  ------------- ---------------- ------------------  ------------
Shares of
Beneficial 
Interest
par 
value $.01     150,000       $20.875          $3,131,250          $1,079.74

Interests 
in the
Plan           (2)           (2)              (2)                 (2)

     (1)  Estimated solely for purposes of calculating the registration fee. 
     Pursuant to Rules 457(c) and 457(h), the offering price and registration
     fee is computed on the basis of the average of the high and low prices
     reported on the New York Stock Exchange on April 28, 1995. 

     (2)  In addition, pursuant to Rule 416(c) under the Securities Act of
     1933, as amended (the "Securities Act"), this Registration Statement also
     covers an indeterminate amount of interests in the Plan to be offered or
     sold pursuant to the Plan, such interests constituting separate securities
     required to be Registered under the Securities Act and not requiring a
     separate registration fee.<PAGE>
                                  PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 and 2. Plan Information; Registrant Information and Retirement
               Savings Plan Annual Information

          The document(s) containing the information specified in the
instructions to Part I of Form S-8 will be sent or given to participants in
the Plan as specified by Rule 428(b)(1).

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

          The following documents filed by New Plan Realty Trust, an
unincorporated Massachusetts business trust (the "Trust"), with the
Securities and Exchange Commission (the "Commission") are incorporated in
this Registration Statement by reference:

          1.   The Trust's Annual Report on Form 10-K for the year ended
July 31, 1994, filed with the Commission October 14, 1994.

          2.   Amendment No. 1 to the Trust's Form 10-K on Form 10-K/A,
filed with the Commission on December 12, 1994. 

          3.   Amendment No. 2 to the Trust's Form 10-K on Form 10-K/A,
filed with the Commission on February 14, 1995.

          4.   The Trust's Quarterly Reports on Form 10-Q for fiscal
quarters ended October 31, 1994 and January 31, 1995. 

          5.   Amendment No. 1 to the Trust's Form 8-K of July 14, 1994 on
Form 8-K/A, filed with the Commission on September 1, 1994.

          6.   Amendment No. 2 to the Trust's Form 8-K of July 14, 1994 on
Form 8-K/A, filed with the Commission on March 23, 1995.

          7.   The Trust's Current Report on Form 8-K, filed with the
Commission on August 8, 1994.

          8.   Amendment No. 1 to the Trust's Form 8-K of August 8, 1994 on
Form 8-K/A, filed with the Commission on October 6, 1994.

          9.   Amendment No. 2 to the Trust's Form 8-K of August 8, 1994 on
Form  8-K/A, filed with the Commission on March 23, 1995.

          10.  The Trust's Current Report on Form 8-K, filed with the
Commission on March 28, 1995.

          11.  The description of the shares of beneficial interest
contained in Item 1 of the Registrant's Registration Statement on Form 8-A,
as amended, filed with the Commission on May 19, 1986. 

          All documents filed subsequent to the filing date of this
Registration Statement with the Commission by the Trust or the Plan
pursuant to Section 13(a), 13(c) 14 or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be part thereof from the date of filing of
such documents.  Any statement contained in a document incorporated or
deemed to be incorporated herein by reference shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed
document which also is, or is deemed to be incorporated by reference herein
modifies or supersedes such prior statement.  Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement, except as indicated
herein.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

          The Declaration of Trust, dated July 31, 1972, as amended, of New
Plan Realty Trust (the "Declaration of Trust") provides in substance that
no Trustee or officer is liable to the Trust, to a shareholder or to third
persons except for his own willful misconduct, bad faith, gross negligence
or reckless disregard of his duties.  The Declaration of Trust further
provides in substance that, with the exceptions stated above, a Trustee or
officer is entitled to be indemnified against all liability incurred in
connection with the affairs of the Trust.  The Declaration of Trust also
provides that no Trustee will be personally liable to the Trust or its
shareholders for monetary damages for breach of fiduciary duty as a Trustee
notwithstanding any provision of law imposing such liability, except for
liability (i) for any breach of the Trustee's duty of loyalty to the Trust
or its shareholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) for
obtaining an improper benefit, or (iv) for paying a dividend or making a
distribution to shareholders or a loan to officers or Trustees which is
illegal under the Massachusetts Business Corporation Law.  In addition, the
Declaration of Trust authorizes the Trustees to purchase and pay for
liability insurance to indemnify the Trustees and officers against certain
claims and liabilities.

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

Item 7.   Exemption from Registration Claimed.

          Restricted securities, if any, to be reoffered or resold pursuant
to this Registration Statement will be sold pursuant to a prospectus
included in this Registration Statement or pursuant to Section 4(1) of the
Securities Act or Rule 144 under the Securities Act, and were originally
issued by the Company pursuant to an exemption under Section 4(2) of the
Securities Act.

Item 8.   Exhibits.

4.1       Declaration of Trust, dated July 31, 1972, filed as Exhibit 3.1
          to Registration Statement No. 2-45633 (which, together with the
          following amendments, is incorporated herein by reference):
          (a)  Amendment #1, dated July 31, 1972, filed as Exhibit 3.1(a)
               to Registration Statement No. 2-45633.
          (b)  Amendment #2, dated August 1, 1972, filed as Exhibit 3.1(b)
               to Registration Statement No. 2-45633.
          (c)  Amendment #3, dated November 15, 1972, filed as Exhibit
               3.1(c) to Registration Statement No. 2-45633.
          (d)  Amendment #4, dated December 6, 1972, filed as Exhibit
               3.1(d) to Registration Statement No. 2-45633.
          (e)  Amendment #5, dated December 12, 1972, filed as Exhibit 1 to
               Registrant's Form 10-K for the fiscal year ended July 31,
               1973.
          (f)  Amendment #6, dated December 13, 1979, filed as Appendix A
               to Proxy Statement relating to Annual Meeting of
               Shareholders held on December 13, 1979.
          (g)  Amendment #7, dated July 9, 1981, filed as Appendix to Proxy
               Statement relating to Special Meeting of Shareholders held
               on July 9, 1981.
          (h)  Amendment #8, dated December 15, 1982, filed as Appendix A
               to Proxy Statement relating to Annual Meeting of
               Shareholders held on December 15, 1982.
          (i)  Amendment #9, dated December 10, 1985, filed as Appendix A
               to Proxy Statement relating to Annual Meeting of
               Shareholders held on December 10, 1985.
          (j)  Amendment #10, dated December 14, 1987, filed as Appendix A
               to Proxy Statement relating to Annual Meeting of
               Shareholders held on December 14, 1987.


 4.2      New Plan Realty Trust Retirement Savings Plan.

 5.1      Internal Revenue Service determination letter that the Plan is
          qualified under Section 401 of the Internal Revenue Code.

23.1      Consent of Eichler, Bergsman & Co., LLP.

23.2      Consent of Coopers & Lybrand L.L.P.

24.1      Power of Attorney (included on signature page of this
          Registration Statement).


Item 9.   Undertakings.

     1.   The undersigned registrant hereby undertakes:

          a.   To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

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

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

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

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

          b.   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.

          c.   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.

     2.   The undersigned registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in this
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.

     3.   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 SEC
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question 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.<PAGE>
                                SIGNATURES


          Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on
the 28th day of April, 1995.

                    NEW PLAN REALTY TRUST



                    By:  /s/ William Newman                           
                         --------------------------------
                         William Newman
                         Chief Executive Officer





          Pursuant to the requirements of the Securities Act, the Plan
administrator has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in New York City,
New York on April 28, 1995.


                    NEW PLAN REALTY TRUST RETIREMENT SAVINGS PLAN

                    By:  NEW PLAN REALTY TRUST, as Plan Administrator


                         By:    /s/ William Newman  
                                --------------------------------            

                               William Newman
                               Chief Executive Officer
<PAGE>
                       SIGNATURES/ POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint William Newman and/ or
Arnold Laubich and each and any one of them, his true and lawful attorney-
in-fact and agent, 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, without limitation, post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other 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 any 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 of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

   Name                          Title                    Date



/s/ William Newman       Chairman of the Board,             
- -----------------        Chief Executive Officer            April 28, 1995
William Newman

 /s/ Arnold Laubich      President, Chief Operating 
- -------------------      Officer, Trustee                   
Arnold Laubich           Trustee                            April 28, 1995
                                                            

/s/ Michael I. Brown     Chief Financial                    
- --------------------     Officer, Controller
Michael I. Brown         (Principal Financial 
                         and Accounting Officer)            April 28, 1995


/s/ John Wetzler         Trustee                            April 28, 1995
- --------------------
John Wetzler


/s/ Gregory White        Trustee                            April 28, 1995
- --------------------
Gregory White


/s/ Melvin Newman        Trustee                            April 28, 1995
- --------------------
Melvin Newman


/s/ Raymond H. Bottorf                                      
- ----------------------   Trustee                            April 28, 1995
Raymond H. Bottorf


                         Trustee                            
- ----------------------
Norman Gold

/s/ James M. Steuterman  Executive Vice President, 
- ------------------------ Trustee                            April 28, 1995
James M. Steuterman      

/s/ Dean Bernstein       Vice President, - Adminisration    
- ------------------------ and Finaance, Trustee              April 28, 1995
Dean Bernstein<PAGE>
                               EXHIBIT INDEX

Exhibit                                           Page Number in Signed
  No.               Description                   Registration Statement
- -------             ------------                  ----------------------

     
   4.1    Declaration of Trust, dated July 31,
          1972, filed as Exhibit 3.1 to
          Registration Statement No. 2-45633
          (which, together with the following
          amendments, is incorporated herein by
          reference):
           (a) Amendment #1, dated July 31,
               1972, filed as Exhibit 3.1(a) to
               Registration Statement No.
               2-45633.
           (b) Amendment #2, dated August 1,
               1972, filed as Exhibit 3.1(b) to
               Registration Statement No. 2-
               45633. 
           (c) Amendment #3, dated November 15,
               1972, filed as Exhibit 3.1(c) to
               Registration Statement No.
               2-45633.
           (d) Amendment #4, dated December 6,
               1972, filed as Exhibit 3.1(d) to
               Registration Statement No. 2-
               45633.
           (e) Amendment #5, dated December 12,
               1972, filed as Exhibit 1 to
               Registrant's Form 10-K for the
               fiscal year ended July 31, 1973.
           (f) Amendment #6, dated December 13,
               1979, filed as Appendix A to
               Proxy Statement relating to
               Annual Meeting of Shareholders
               held on December 13, 1979.
           (g) Amendment #7, dated July 9,
               1981, filed as Appendix to Proxy
               Statement relating to Special
               Meeting of Shareholders held on
               July 9, 1981.
           (h) Amendment #8, dated December 15,
               1982, filed as Appendix A to
               Proxy Statement relating to
               Annual Meeting of Shareholders
               held on December 15, 1982.
           (i) Amendment #9, dated December 10,
               1985, filed as Appendix A to
               Proxy Statement relating to
               Annual Meeting of Shareholders
               held on December 10, 1985.
           (j) Amendment #10, dated December
               14, 1987, filed as Appendix A to
               Proxy Statement relating to
               Annual Meeting of Shareholders
               held on December 14, 1987.    

   4.2    New Plan Realty Trust Retirement
Savings Plan.  

   5.1    Internal Revenue Service
          determination letter that the Plan is
          qualified under Section 401 of the
          Internal Revenue Code.   

  23.1    Consent of Eichler, Bergsman & Co., LLP.     

  23.2    Consent of Coopers & Lybrand L.L.P.          

  24.1    Power of Attorney (included on signature page of this
          Registration Statement). 
<PAGE>
                                EXHIBIT 4.2







                           NEW PLAN REALTY TRUST
                          RETIREMENT SAVINGS PLAN
                         Effective August 1, 1989
              Amended and Restated Effective January 1, 1994











<PAGE>
                             TABLE OF CONTENTS

SECTION                                                          PAGE #

1.   DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . .   2

          (a)  Account
          (b)  Administrative Committee or Committee
          (c)  Administrator or Plan Administrator
          (d)  Annual Additions
          (e)  Board of Directors
          (f)  Break in Service
          (g)  Code
          (h)  Company
          (i)  Compensation
          (j)  Disability
          (k)  Effective Date
          (l)  Employee
          (m)  Entry Date
          (n)  ERISA
          (o)  Family Member
          (p)  Fiduciary
          (q)  Fund
          (r)  Highly Compensated Employee
          (s)  Hour of Service
          (t)  Investment Category
          (u)  Investment Manager
          (v)  Limitation Year 
          (w)  Member
          (x)  Normal Retirement Date
          (y)  Participating Company
          (z)  Plan
          (aa) Plan Year
          (bb) Related Entity
          (cc) Trust Agreement 
          (dd) Trustee
          (ee) Valuation Date
          (ff) Year of Service
<PAGE>
SECTION                                                           PAGE #

2.   ADMINISTRATION OF THE PLAN . . . . . . . . . . . . . . . . . .  13

          (a)  ERISA Reporting and Disclosure by Administrator
          (b)  Committee 
          (c)  Multiple Capacities 
          (d)  Committee Powers
          (e)  Allocation of Fiduciary Responsibility
          (f)  Claims
          (g)  Fiduciary Compensation
          (h)  Plan Expenses 
          (i)  Fiduciary Insurance 
          (j)  Indemnification 

3.   PARTICIPATION IN THE PLAN. . . . . . . . . . . . . . . . . . .  18

          (a)  Initial Eligibility
          (b)  Ineligible Employees
          (c)  Measuring Service
          (d)  Commencement of Participation 
          (e)  Termination and Requalification
          (f)  Termination of Membership

4.   CONTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . .  21

          (a)  Salary Deferral Contributions
          (b)  Salary Deferral Contribution Limitations
          (c)  Salary Deferral Account 
          (d)  Compliance with Salary Deferral Discrimination Test
          (e)  Participating Company Contributions
          (f)  Employer Contribution Account
          (g)  Compliance with Participating Company Matching
               Contributions Discrimination Tests
          (h)  Rollovers
          (i)  Rollover Account
          (j)  Failsafe Contributions
          (k)  Payroll Taxes       

5.   MAXIMUM CONTRIBUTIONS AND BENEFITS . . . . . . . . . . . . . .  37

          (a)  Defined Contribution Limitation 
          (b)  Combined Limitation
          (c)  Combined Limitation Computation
          (d)  Definition of "Compensation" for Code Limitations 
<PAGE>
SECTION                                                           PAGE #

6.   ADMINISTRATION OF FUNDS. . . . . . . . . . . . . . . . . . . .  42

          (a)  Investment Control
          (b)  Member Elections
          (c)  Life Insurance Investment Category
          (d)  No Member Election
          (e)  Facilitation
          (f)  Valuations
          (g)  Allocation of Gain or Loss
          (h)  Provisions Optional 
          (i)  Bookkeeping

7.   BENEFICIARIES AND DEATH BENEFITS . . . . . . . . . . . . . . .  47

          (a)  Designation of Beneficiary
          (b)  Beneficiary Priority List

8.   BENEFITS FOR MEMBERS . . . . . . . . . . . . . . . . . . . . .  48

          (a)  Retirement Benefit
          (b)  Death Benefit       
          (c)  Disability Benefit
          (d)  Termination of Employment Benefit 
          (e)  Recognition of Forfeitures

9.   DISTRIBUTION OF BENEFITS . . . . . . . . . . . . . . . . . . .  52

          (a)  Commencement
          (b)  Benefit Form
          (c)  Account Balances Less Than $3,500
          (d)  Definitions
          (e)  Withholding

10.  IN-SERVICE DISTRIBUTIONS. . . . . . . . . . . . . . . . . . .  56

          (a)  Age 59-1/2
          (b)  Hardship  
          (c)  Need
          (d)  Satisfaction of Need
          (e)  Limitations

<PAGE>
SECTION                                                           PAGE #

11.  LOANS     . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58

          (a)  Committee Discretion
          (b)  Minimum Requirements
          (c)  Accounting

12.  TITLE TO ASSETS . . . . . . . . . . . . . . . . . . . . . . .  60

13.  AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . .  61

          (a)  Amendment
          (b)  Termination
          (c)  Conduct on Termination

14.  LIMITATION OF RIGHTS. . . . . . . . . . . . . . . . . . . . .  63

          (a)  Alienation
          (b)  Qualified Domestic Relations Order Exception
          (c)  Employment

15.  MERGERS, CONSOLIDATIONS OR TRANSFERS
     OF PLAN ASSETS . . . . . . . . . . . . . . . . . . . . . . . . .  65

16.  PARTICIPATION BY RELATED ENTITIES . . . . . . . . . . . . . .  66

          (a)  Commencement
          (b)  Termination 
          (c)  Single Plan
          (d)  Delegation of Authority
          (e)  Disposition of Assets or Subsidiary
          (f)  Form of Distributions

17.  TOP-HEAVY REQUIREMENTS. . . . . . . . . . . . . . . . . . . .  67

          (a)  General Rule
          (b)  Definitions
          (c)  Combined Benefit Limitation
          (d)  Vesting
          (e)  Minimum Contribution

<PAGE>
SECTION                                                           PAGE #

18.  MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . .  73

          (a)  Incapacity
          (b)  Reversions
          (c)  Employee Data
          (d)  Law Governing
          (e)  Pronouns
          (f)  Interpretation

APPENDIX A-TRA `86 COMPLIANCE EFFECTIVE DATES     . . . . . . . . . . .76

<PAGE>
                           NEW PLAN REALTY TRUST
                          RETIREMENT SAVINGS PLAN


     New Plan Realty Trust established the New Plan Realty Trust Retirement
Savings Plan to provide benefits to those of its Employees and the
Employees of its affiliates who were eligible to participate as provided
therein effective August 1, 1989.

     New Plan Realty Trust hereby amends and completely restates the Plan
effective January 1, 1994, to incorporate additional provisions of the Tax
Reform Act of 1986, subsequent legislation and extensive Internal Revenue
Service Regulations.  The amended and restated Plan is effective subject to
receipt of an Internal Revenue Service determination that the Plan as
amended and restated meets all applicable requirements of Section 401(a) of
the Code (as defined in subsection 1(g)), that employer contributions
thereto remain deductible under Section 404 of the Code and that the fund
maintained with respect thereto is tax exempt under Section 501(a) of the
Code.
<PAGE>
     1.   DEFINITIONS
          (a)  "ACCOUNT" shall mean on any date of determination the value
of a Member's share of the Fund.

               (i)  "SALARY DEFERRAL ACCOUNT" shall mean the portion of the
Member's Account derived from Participating Company contributions under
subsection 4(a).

               (ii) "ROLLOVER ACCOUNT" shall mean the portion of the
Member's Account derived from amounts transferred to the Fund under
subsection 4(h).

               (iii)     "EMPLOYER CONTRIBUTION ACCOUNT" shall mean the
portion of the Member's Account derived from Participating Company
contributions under subsection 4(e).

          (b)  "ADMINISTRATIVE COMMITTEE" or "COMMITTEE" shall mean the
individual or group of individuals designated pursuant to subsection 2(b)
to control and manage the operation and administration of the Plan to the
extent set forth herein.

          (c)  "ADMINISTRATOR" or "PLAN ADMINISTRATOR" shall mean the
Company.

          (d)  "ANNUAL ADDITIONS" shall mean the sum for any Limitation
Year of (i) employer contributions, (ii) employee contributions, (iii)
forfeitures and (iv) amounts described in Sections 415(l)(1) and 419A(d)(2)
of the Code, which are allocated to the account of a Member under the terms
of a plan subject to Section 415 of the Code.  "Annual Additions" shall
include excess contributions as defined in Section 401(k)(8)(B) of the
Code, excess aggregate contributions as defined in Section 401(m)(6)(B) of
the Code and excess deferrals as described in Section 402(g) of the Code,
regardless of whether such amounts are distributed or forfeited.  "Annual
Additions" shall not include contributions made under subsection 4(h).

          (e)  "BOARD OF DIRECTORS" shall mean the Board of Directors of
the Company.

          (f)  "BREAK IN SERVICE" shall mean a consecutive twelve-month
computation period specified in the Plan in which an Employee is credited
with not more than 500 Hours of Service. 

          (g)  "CODE" shall mean the Internal Revenue Code of 1986, and the
same as may be amended from time to time.

          (h)  "COMPANY" shall mean the Employer, New Plan Realty Trust
with principal offices in the State of New York.

          (i)  "COMPENSATION" shall mean the total cash remuneration for
services paid to an Employee by a Participating Company in a Plan Year plus
any amounts allocated to an Employee's Salary Deferral Account in
accordance with his election authorizing that amounts be withheld from his
remuneration and be credited thereto and any contributions under a
cafeteria plan.  In addition to other limitations which may be set forth in
the Plan and notwithstanding any other contrary provision of the Plan,
compensation taken into account under  the Plan shall not exceed $200,000,
adjusted for changes in the cost of living after the 1989 Plan Year as
provided in Section 415(d) of the Code.  In determining the compensation of
an Employee for purposes of this limitation, the rules of Section 414(q)(6)
of the Code shall apply, except in applying such rules, the term "family"
shall include only the spouse of the Employee and any lineal descendants of
the Employee who have not attained age 19 before the close of the year. 

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

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

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

          (j)  "DISABILITY" shall mean a medically determinable physical or
mental impairment of a permanent nature which prevents a Member from
performing his customary employment duties without endangering his health.

          (k)  "EFFECTIVE DATE" of this amendment and restatement shall
mean January 1, 1994.  The original Effective Date of this Plan shall mean
August 1, 1989.

          (l)  "EMPLOYEE" shall mean each and every person employed by a
Participating Company or a Related Entity.  The term "Employee" shall also
include a person who is a "leased employee" with respect to the Company or
Related Entity.  No person who is a "leased employee" shall be eligible to
participate in this Plan.  "Leased employee" shall mean any person who is
not an Employee but who provides services to the Company or Related Entity
if:

                    (i)  such services are provided pursuant to an
agreement between the Company or Related Entity and any leasing
organization;

                    (ii) such person has performed services for the Company
or Related Entity (or for the Company or Related Entity and any related
person within the meaning of Section 414(n)(6) of the Code) on a
substantially full-time basis for a  period of at least one (1) year; and

                    (iii)     the services are of a type historically
performed by employees in the business field of the Company or Related
Entity.

               A "leased employee" shall be treated as an Employee of the
Company or Related Entity; however, contributions or benefits provided by
the leasing organization which are attributable to services performed for
the Company or Related Entity shall be treated as provided by the Company
or Related Entity.  A "leased employee" shall not be treated as an Employee
if such "leased employee" is covered by a money purchase pension plan of
the leasing organization, and the number of leased employees does not
constitute more than twenty percent (20%) of the Company or Related
Entity's Non-Highly Compensated work force as defined by Section
414(n)(5)(C) of the Code.  The money purchase pension plan of the leasing
organization must provide benefits equal to or greater than:  (1) a
non-integrated employer contribution rate of at least ten percent (10%) of
compensation, (2) immediate participation, and (3) full and immediate
vesting.

          (m)  "ENTRY DATE" shall mean the first day of each Plan Year and
the first day of the seventh month of the Plan Year. 

          (n)  "ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as amended, and the same as may be amended from time to time.

          (o)  "FAMILY MEMBER" as defined in Code Section 414(q)(6)(B)
shall mean the spouse, lineal ascendants and descendants and the spouses of
such lineal ascendants or descendants, of either a 5% owner of the Employer
as defined in Section 416(i) of the Code, or one of the top ten paid
Employees of the Employer.

          (p)  "FIDUCIARY" shall mean a person who, with respect to the
Plan, (i)  exercises any discretionary authority or discretionary control
respecting management of the Plan or exercises any authority or control
with respect to management or disposition of the Plan's assets, (ii)
renders investment advice for a fee or other compensation, direct or
indirect, with respect to any monies or other property of the Plan, or has
any authority or responsibility to do so, or (iii) has any discretionary
authority or discretionary responsibility in the administration of the
Plan.

          (q)  "FUND" shall mean the assets of the Plan.  All Investment
Categories shall be part of the Fund.

          (r)  "HIGHLY COMPENSATED EMPLOYEE" includes Highly Compensated
active Employees and Highly Compensated former Employees.

               A Highly Compensated active Employee includes any Employee
who performs service for the Employer during the determination year and
who, during the look-back year:

               (i)  received Compensation from the Employer in excess of
$99,000 (as adjusted pursuant to Section 415(d) of the Code);

               (ii) received Compensation from the Employer in excess of
$66,000 (as adjusted pursuant to Section 415(d) of the Code) and was a
member of the top-paid group for such year; or

               (iii)     was an officer of the Employer and received
Compensation during such year that is  greater than 50 percent of the
dollar limitation in effect under Section 415(b)(1)(A) of the Code.

               The term Highly Compensated Employee also includes:

               (iv) Employees who are both described in the preceding
sentence if the term "determination year" is substituted for the term
"look-back year" and the Employee is one of the 100 Employees who received
the most Compensation from the Employer during the determination year; and

               (v)  Employees who are 5 percent owners at any time during
the look-back year or determination year.

               If no officer has satisfied the Compensation requirement of
(iii) above during either a determination year or look-back year, the
highest paid officer for such year shall be treated as a Highly Compensated
Employee.

               For this purpose, the determination year shall be the Plan
Year.  The look-back year shall be the twelve-month period immediately
preceding the determination year.  The Company may elect, however, to make
the look-back year calculation for a determination year on the basis of the
calendar year ending with or within the applicable determination year as
provided for in applicable Regulations.  Such election shall apply to all
plans of the Company.

               A Highly Compensated former Employee includes any Employee
who separated from service (or was deemed to have separated) prior to the
determination year, performs no service for the Employer during the
determination year, and was a Highly Compensated active Employee for either
the separation year or any determination year ending on or after the
Employee's 55th birthday.

               If an Employee is, during a determination year or look-back
year, a Family Member of either a 5 percent owner who is an active or
former Employee or a Highly Compensated Employee who is one of the 10 most
Highly Compensated Employees ranked on the basis of Compensation paid by
the Employer during such year, then the Family Member and the 5 percent
owner or top-ten Highly Compensated Employee shall be aggregated.  In such
case, the Family Member and 5 percent owner or top-ten Highly Compensated
Employee shall be treated as a single Employee receiving Compensation and
plan contributions or benefits equal to the sum of such Compensation and
contributions or benefits of the Family Member and 5 percent owner or
top-ten Highly Compensated Employee.

               The determination of who is a Highly Compensated Employee,
including the determinations of the number and identity of Employees in the
top-paid group, the top 100 Employees, the number of Employees treated as
officers and the Compensation that is considered, will be made in
accordance with Section 414(q) of the Code and the regulations thereunder.

          (s)  "HOUR OF SERVICE"

               (i)  GENERAL RULE.   "HOUR OF SERVICE"  shall mean each hour
(A) for which an Employee is directly or indirectly paid, or entitled to
payment, by a Participating Company or a Related Entity for the performance
of duties or (B) for which back pay, irrespective of mitigation of damages,
has been either awarded or agreed to by a Participating Company or a
Related Entity.  These hours shall be  credited to the Employee for the
period or periods in which the duties were performed or to which the award
or agreement pertains irrespective of when payment is made. The same hours
shall not be credited under both (A) and (B) above.

               (ii) PAID ABSENCES.  An Employee shall also be credited with
one Hour of Service for each hour for which the Employee is directly or
indirectly paid, or entitled to payment, by a Participating Company or a
Related Entity on account of a period during which no duties are performed
due to vacation, holiday, illness, incapacity, disability, layoff, jury
duty or authorized leave of absence for a period not exceeding one year for
any reason in accordance with a uniform policy established by the
Committee; provided, however, not more than 501 Hours of Service shall be
credited to an Employee under this sentence on account of any single,
continuous period during which the Employee performs no duties and
provided, further, that no credit shall be given if payment (A) is made or
due under a plan maintained solely for the purpose of complying with
applicable workmen's compensation, unemployment compensation or disability
insurance laws or (B) is made solely to reimburse an Employee for medical
or medically related expenses incurred by the Employee.

               (iii)     MATERNITY/PATERNITY.  An Employee shall also be
credited with one Hour of Service for each hour that otherwise would
normally have been credited to the Employee but during which such Employee
is absent from work for any period (A) by reason of the Employee's
pregnancy, (B) by reason of the birth of the  Employee's child, (C) by
reason of the placement of a child with such Employee in connection with an
adoption of such child by the Employee or (D) for purposes of caring for a
child for a period beginning immediately following birth or placement,
provided that an Employee shall be credited with no more than 501 Hours of
Service on account of any single continuous period of absence by reason of
any such pregnancy, birth or placement and provided further that Hours of
Service credited to an individual on account of such a period of absence
shall be credited only for the Break in Service computation period in which
such absence begins if an Employee would otherwise fail to be credited with
501 or more Hours of Service in such period or, in any other case, in the
immediately following computation period.

               (iv) MILITARY.  An Employee shall also be credited with one
Hour of Service for each hour during which the Employee is absent on active
duty in the military service of the United States under leave of absence
granted by a Participating Company or a Related Entity or when required by
law, provided he returns to employment with a Participating Company or a
Related Entity within 90 days after his release from active duty or within
such longer period during which his right to reemployment is protected by
law.

               (v)  MISCELLANEOUS.  For purposes of this subsection, the
regulations issued by the Secretary of Labor at 29  CFR 2530.200b -2(b) and
(c) are incorporated by reference.  Nothing herein shall be construed as
denying an Employee credit for an "Hour of Service" if credit is required
by separate federal law.

               (vi) EQUIVALENCIES.  If, for Plan purposes, an Employee's
records are kept on other than an hourly basis as described above, the
Committee, according to uniform rules applicable to a class  of Employees
may apply the following equivalencies for purposes of crediting Hours of
Service:

                                   Credit Granted to Individual if
     Based Upon Which              Individual Earns One or More
     Records Are Maintained        Hours of Service During Period
     ______________________        _______________________________
     Shift                             Actual hours for full shift
     Day                                 10 Hours of Service
     Week                                45 Hours of Service
     Bi-Weekly Payroll Period            90 Hours of Service
     Semi-Monthly Payroll Period         95 Hours of Service
     Months of Employment               190 Hours of Service


          (t)  "INVESTMENT CATEGORY" shall mean any separate investment
fund which is made available under the terms of the Plan.

          (u)  "INVESTMENT MANAGER" shall mean any Fiduciary who:

               (i)  has the power to manage, acquire, or dispose of any
asset of the Plan:

               (ii) is:

                    (A)  registered as an investment adviser under the
Investment Advisers Act of 1940;

                    (B)  a bank, as defined in that Act; or

                    (C)  an insurance company qualified to perform services
described in subsection 1(u)(i) above under the laws of more than one
state; and

               (iii)     has acknowledged in writing that he is a Fiduciary
with respect to the Plan.

          (v)  "LIMITATION YEAR" shall mean the consecutive twelve-month
period commencing on January 1st and ending on December 31st.

          (w)  "MEMBER" shall mean each and every Employee of a
Participating Company who satisfies the requirements for participation
under Section 3 hereof or who has an Account held under the Plan.

          (x)  "NORMAL RETIREMENT DATE" shall mean the date on which a
Member attains age 65.

          (y)  "PARTICIPATING COMPANY" shall mean any Related Entity with
respect to the Company which adopts this Plan pursuant to Section 16.  The
term shall also include the Company, unless  the context otherwise
requires.

          (z)  "PLAN" shall mean New Plan Realty Trust Retirement Savings
Plan as set forth herein as of the Effective Date and the same as may be
amended from time to time.

          (aa) "PLAN YEAR" shall mean the consecutive twelve-month period
commencing on January 1st and ending on December 31st.  The first Plan Year
commencing on August 1, 1989 and ending on December 31, 1989 was a short
Plan Year.

          (bb) "RELATED ENTITY" shall mean (i) all corporations which are
members with a Participating Company in a controlled group of corporations
within the meaning of Section 1563(a) of the Code, determined without
regard to Sections 1563(a)(4) and (e)(3)(c) of the Code, (ii) all trades or
businesses (whether or not incorporated) which are under common control
with a Participating Company as determined by regulations promulgated under
Section 414(c) of the Code, (iii) all trades or businesses which are
members of an affiliated service group with a Participating Company within
the meaning of Section 414(m) of the Code and (iv) any other entity
required to be aggregated with a Participating Company in accordance with
regulations under Section  414(o) of the Code; provided, however, for
purposes of Section 5, the definition shall be modified to substitute the
phrase "more than 50%" for the phrase "at least 80%" each place it appears
in Section 1563(a)(1) of the Code.  Furthermore, for purposes of crediting
Hours of Service for eligibility to participate and vesting, Service
performed as a leased employee, within the meaning of Section 414(n) of the
Code, of a Participating Company or a Related Entity shall be treated as
Service performed for a Participating Company or a Related Entity.  An
entity is a Related Entity only during those periods in which it is
included in a category described in this subsection.

          (cc) "TRUST AGREEMENT" shall mean the agreement between the
Company and the Trustee under which the Fund is held.

          (dd) "TRUSTEE" shall mean such person, persons or corporate
fiduciary designated pursuant to subsection 6(a) to manage and control the
Fund pursuant to the terms of the Plan and the Trust Agreement.

          (ee) "VALUATION DATE" shall mean the last business day of the
Plan Year and the last business day of the third, sixth and ninth months in
the Plan Year.  If the Fund or any Investment Category is invested in a
manner which permits daily valuation of the portion of a Member's Account
held therein without incremental cost or the Committee otherwise directs,
then the date of liquidation of a Member's investment therein for
distribution or reinvestment shall also be a "Valuation Date".

          (ff) "YEAR OF SERVICE" shall mean a consecutive twelve-month
computation period specified in the Plan in which an Employee is credited
with at least 1,000 Hours of Service, including such periods prior to the
Effective Date. <PAGE>
     2.   ADMINISTRATION OF THE PLAN
          (a)  ERISA REPORTING AND DISCLOSURE BY ADMINISTRATOR.  The
Administrator shall file all reports and distribute to Members and
beneficiaries reports and other information required under ERISA and the
Code.

          (b)  COMMITTEE.  The Company, through its Board of Directors,
shall designate an Administrative Committee which shall have the authority
to control and manage the operation and administration of the Plan.  If the
Committee consists of more than two members, it shall act by majority vote. 
The Committee may (i) delegate all or a portion of the responsibilities of
controlling and managing the operation and administration of the Plan to
one or more persons and (ii) appoint agents, investment advisers, counsel,
or other representatives to render advice with regard to any of its
responsibilities under the Plan.  The Board of Directors may remove, with
or without cause, the Committee or any Committee member.  The Committee may
remove, with or without cause, any delegate or adviser designated by it.

          (c)  MULTIPLE CAPACITIES.  Any person may serve in more than one
fiduciary capacity (including service both as Trustee and Committee
member).

          (d)  COMMITTEE POWERS.  The responsibility to control and manage
the operation and administration of the Plan shall include, but shall not
be limited to, the performance of the following acts:

               (i)  the filing of all reports required of the Plan, other
than those which are the responsibility of the Administrator;

               (ii) the distribution to Members and beneficiaries of all
reports and other information required of the Plan, other than reports and
information required to be distributed by the Administrator;

               (iii)     the keeping of complete records of the
administration of the Plan;

               (iv) the promulgation of rules and regulations for the
administration of the Plan consistent with the terms and provisions of the
Plan; and

               (v)  the interpretation of the Plan including the
determination of any questions of fact arising under the Plan and the
making of all decisions required by the Plan.  The Committee's
interpretation of the Plan and any actions and decisions taken in good
faith by the Committee based on its interpretation shall be final and
conclusive.  The Committee may correct any defect, or supply any omission,
or reconcile any inconsistency in the Plan in such manner and to such
extent as shall be expedient to carry the Plan into effect and shall be the
sole judge of such expediency.

 
          (e)  ALLOCATION OF FIDUCIARY RESPONSIBILITY. The Board of
Directors, the Administrator, the Committee, the Trustee and the Investment
Manager (if any) possess certain specified powers, duties, responsibilities
and obligations under the Plan and the Trust Agreement.  It is intended
under this Plan and the Trust Agreement that each be responsible solely for
the proper exercise of its own functions and that each not be responsible
for any act or failure to act of another, unless otherwise responsible as a
breach of its fiduciary duty or for breach of duty by another Fiduciary
under ERISA's rules of co-fiduciary responsibility.  In general:

               (i)  the Board of Directors, by resolution at their meetings
or by written consent or by any other process permitted under relevant
State law, is responsible for appointing and removing the Committee and the
Trustee and for amending or terminating the Plan and the Trust Agreement;

               (ii) the Committee is responsible for administering the
Plan, for adopting such rules and regulations as in the opinion of the
Committee are necessary or advisable to implement and administer the Plan
and to transact its business, and for providing a procedure for carrying
out a funding policy and method consistent with the objectives of the Plan
and the requirements of Title I of ERISA and the Code;

               (iii)     the Administrator is responsible for discharging
the statutory duties of a plan administrator under ERISA and the Code;

               (iv) the Trustee and the Investment Manager are responsible
for the management and control of the respective portions of the Fund over
which they have control to the extent provided in the Trust Agreement; and

               (v)  the Fiduciary appointing an Investment Manager is
responsible for the appointment and retention of the Investment Manager.

          (f)  CLAIMS.  If, pursuant to the rules, regulations or other
interpretations of the Plan, the Committee denies the claim of a Member or
beneficiary for benefits under the Plan, the Committee shall provide
written notice, within 90 days after receipt of the claim, setting forth in
a manner calculated to be understood by the claimant:

               (i)  the specific reasons for such denial;

               (ii) the specific reference to the Plan provisions on which
the denial is based;

               (iii)     a description of any additional material or
information necessary to perfect the claim and an explanation of why such
material or information is needed; and

               (iv) an explanation of the Plan's claim review procedure and
the time limitations of this subsection applicable thereto. 

A Member or beneficiary whose claim for benefits has been denied may
request review by the Committee of the denied claim by notifying the
Committee in writing within 60 days after receipt of the notification  of
claim denial.  As part of said review procedure, the claimant or his
authorized representative may  review pertinent documents and submit issues
and comments to the Committee in writing.  The Committee shall render its
decision to the claimant in writing in a manner calculated to be understood
by the claimant not later than 60 days after receipt of the request for
review, unless special circumstances require an extension of time, in which
case decision shall be rendered as soon after the sixty-day period as
possible, but not later than 120 days after receipt of the request for
review.  The decision on review shall state the specific reasons therefore
and the specific Plan references on which it is based.

          (g)  FIDUCIARY COMPENSATION.  A Committee member, delegate, or
adviser who already receives full-time pay from the Company or a Related
Entity shall serve without compensation for his services as such, but he
shall be reimbursed pursuant to subsection 2(h) for any reasonable expenses
incurred by him in the administration of the Plan.  A Committee member,
delegate, or adviser who is not already receiving full-time pay from the
Company may be paid such reasonable compensation as shall be agreed upon.

          (h)  PLAN EXPENSES.  All expenses of administration of the Plan
may be paid by the Company.  If the Company does not pay such expenses,
then they shall be paid out of the Fund.

          (i)  FIDUCIARY INSURANCE.  If the Committee so directs, the Plan
shall purchase insurance to cover the Plan from liability or loss occurring
by reason of the act or omission of a Fiduciary provided such insurance
permits recourse by the insurer against the Fiduciary in the case of a
breach of duty by such Fiduciary.

          (j)  INDEMNIFICATION.  The Company shall indemnify and hold
harmless to the maximum extent permitted by its by-laws each Fiduciary who
is an Employee or who is an officer or director of any Participating
Company or any Related Entity from any claim, damage, loss or expense,
including litigation expenses and attorneys' fees, resulting from such
person's service as a Fiduciary of the Plan provided the claim, damage,
loss or expense does not result from the Fiduciary's gross negligence or
intentional misconduct.
<PAGE>
     3.   PARTICIPATION IN THE PLAN
          (a)  INITIAL ELIGIBILITY.  Each and every Employee of a
Participating Company eligible to participate in this Plan on December 31,
1993 shall continue to be eligible to participate in this Plan as amended
and restated effective January 1, 1994.  Each and every other Employee of a
Participating Company not excluded under subsection 3(b) shall be eligible
and shall qualify to participate in the Plan on the Entry Date next
following both attainment by such Employee of age twenty and six months
(20-1/2) and completion by such Employee of six (6) "months of service,"
provided he is then employed by a Participating Company.

          (b)  INELIGIBLE EMPLOYEES

               (i)  COLLECTIVE BARGAINING AGREEMENT.  No Employee whose
terms and conditions of employment are determined by a collective
bargaining agreement between employee representatives and a Participating
Company shall be eligible or qualify for participation unless such
collective bargaining agreement provides to the contrary, in which case
such Employee shall be eligible or shall qualify for participation upon
compliance with such provisions for eligibility or participation as such
agreement shall provide; except that no Employee who has selected, or in
the future selects, a union shall become ineligible during the period
between his selection of the union and the execution of the first
collective bargaining agreement which covers him.

               (ii) PART-TIME EMPLOYEES.  No Employee who is classified as
a "Part-time Employee" shall be eligible or qualify for participation until
the Entry Date next following both the attainment of age twenty-one (21)
and completion by such Employee of one (1) Year of Service, provided he is
then employed by a Participating Company.

               (iii)     CERTAIN RELATED ENTITIES.  No Employee of a
Related Entity which is not a Participating Company shall be eligible or
qualify for participation.

          (c)  MEASURING SERVICE.  For purposes of measuring service to
satisfy the eligibility provisions of subsection 3(a) and determining if a
"break in service" has occurred with respect to eligibility service, the
following definitions shall be used:

               (i)  The service computation period shall begin with the
date on which the Employee first is credited with an Hour of Service;

               (ii) A "month of service" shall mean a calendar month during
which an Employee completes at least one Hour of Service; and

               (iii)     A "break in service" shall mean a consecutive
12-month period during which an  Employee completes no Hours of Service as
measured from the day next following the last day said Employee completed
an Hour of Service.

               If an Employee terminates employment prior to satisfying the
provisions of subsection 3(a), upon rehire his prior service shall count
towards satisfying the eligibility requirements of subsection 3(a) unless
he has suffered 5 consecutive "breaks in service."  Subsequent computation
periods with respect to an Employee rehired prior to the time 5 consecutive
breaks in service have occurred shall commence on said Employee's latest
hire date.

               For purposes of measuring service to satisfy the eligibility
provisions of subsection 3(b)(ii), the Year of Service computation period
shall begin with the date on which the Employee first is credited with an
Hour of Service and with each subsequent anniversary thereof;  provided,
however, if an Employee suffers Breaks in Service with respect to five
consecutive computation periods prior to satisfying the length of service
requirement of subsection 3(b)(ii), such Employee shall not be credited
with pre-Break in Service Years of Service and the eligibility computation
period with respect to such Employee shall commence thereafter on the date
on which the Employee first again is credited with an Hour of Service and
with each subsequent anniversary thereof.

          (d)  COMMENCEMENT OF PARTICIPATION.  An Employee who satisfies
all the requirements for eligibility under subsection 3(a) or 3(b)(ii) and
who is not otherwise excluded under subsection 3(b) shall become a Member
on the earlier of the (i) Entry Date following his timely election
authorizing amounts be withheld from his Compensation and be credited to
his Salary Deferral Account or (ii) the Entry Date on which he first became
eligible to share in Participating Company contributions for the Plan Year
in which the Entry Date occurs.

          (e)  TERMINATION AND REQUALIFICATION.  An Employee who has
satisfied the service requirement of subsection 3(a) or 3(b)(ii) applicable
to him and who subsequently becomes ineligible for any reason shall
requalify for participation on the date on which he is next credited with
an Hour of Service in an eligible job classification or, if later, on the
Entry Date after which he satisfies the age requirement.

          (f)  TERMINATION OF MEMBERSHIP.  An Employee who becomes a Member
shall remain a Member as long as he has an Account held under the Plan.
<PAGE>
     4.   CONTRIBUTIONS
          (a)  SALARY DEFERRAL CONTRIBUTIONS.  Each Employee who becomes
eligible to participate may elect that his Participating Company contribute
on his behalf any whole percentage of his Compensation, as he shall elect,
subject to the following rules:

               (i)  AMOUNT.  The amount of contribution which may be
specified shall be determined by the Committee and may be changed from time
to time, but for the first Plan Year and for each subsequent Plan Year
prior to the beginning of which the Committee does not announce a different
maximum or minimum, a Member may specify any amount equal to any whole
percentage of his Compensation, not to exceed 10% thereof and not less than
1% thereof.

               (ii) CHANGE.  A Member may change the specified percentage
from time to time by making a revised election; the frequency with which
such changes are allowed shall be specified in rules established by the
Committee, which rules shall permit a change no less often than annually.

               (iii)     SUSPENSION.  A Member may suspend his election at
any time.

               (iv) SALARY REDUCTION.  A Member's pay for a Plan Year shall
be reduced by the amount of the contribution that he elects for such Plan
Year.

               (v)  ELECTION.  All elections shall be made at the time, in
the manner, and subject to the conditions specified by the Committee, which
shall prescribe uniform and nondiscriminatory rules for such elections. 
The Participating Companies shall pay over to the Fund all contributions
made under this subsection with respect to a Plan Year no later than the
earlier of 90 days after the date such contributions are deferred or 30
days after the last day of such Plan Year.  Contributions made by
Participating Companies under this subsection shall be allocated to the
Salary Deferral Accounts of the Members from whose Compensation the
contributions were withheld in an amount equal to the amount withheld. 
Such contributions shall be deemed to be employer contributions made on
behalf of Members to a qualified cash or deferred arrangement (within the
meaning of Section 401(k)(2) of the Code).

          (b)  SALARY DEFERRAL CONTRIBUTION LIMITATIONS.  Contributions
under subsection 4(a) shall be limited as provided below.

               (i)  EXCLUSION LIMIT.  The maximum amount of contribution
which any Member may make in any calendar year under subsection 4(a) is
$9,240 (or such increased annual amount resulting from a cost of living
adjustment pursuant to Sections 402(g)(5) and 415(d)(1) of the Code),
reduced by the amount of elective deferrals by such Member under all other
plans, contracts or arrangements of any Participating Company or Related
Entity.   If the contribution under subsection 4(a) for a Member for any
calendar year exceeds $9,240 (or such increased annual amount resulting
from an adjustment described above) the Committee shall direct the Trustee
to distribute the excess amount (plus any income and minus any loss
allocable thereto, as calculated in accordance with subsection 4(d)(iv)) to
the Member not  later than April 15th following the close of such calendar
year.  If (A) a Member participates in another plan which includes a
qualified cash or deferred arrangement, (B) such Member contributes in the
aggregate more than the exclusion limit under subsection 4(a) of this Plan
and the corresponding provisions of the other plan and (C) the Member
notifies the Committee not later than March 1st following the close of such
calendar year of the portion of the excess the Member has allocated to this
Plan, then the Committee shall direct the Trustee to distribute to the
Member not later than April 15th following the close of such calendar year
the excess amount (plus any income and minus any loss allocable to such
amount) which the Member allocated to this Plan.

               (ii) DISCRIMINATION TEST LIMITS.  The Committee may limit
the maximum amount of contribution for Members who are Highly Compensated
Employees (within the meaning of Section 414(q) of the Code) to the extent
it determines that such limitation is necessary to keep the Plan in
compliance with Section 401(a)(4) or Section 401(k)(3) of the Code.  Any
limitation shall be effective for all payroll periods following the
announcement of the limitation.

               (iii)     DISTRIBUTION LIMITATIONS.  Amounts attributable to
elective contributions may not be distributed earlier than upon one of the
following events:

                    (A)  The Employee's retirement, death, disability or
separation from service;

                    (B)  The termination of the Plan without establishment
of a successor plan;

                    (C)  The Employee's attainment of age 59 1/2 or the
Employee's hardship pursuant to Plan Section 10;

                    (D)  The sale or other disposition by a corporation to
an unrelated corporation which does not maintain the Plan of substantially
all of the assets used in a trade or business, but only with respect to
Employees who continue employment with the acquiring corporation; and

                    (E)  The sale or other disposition by a corporation of
its interest in a subsidiary to an unrelated entity which does not maintain
the Plan, but only with respect to Employees who continue employment with
the subsidiary.

          (c)  SALARY DEFERRAL ACCOUNT.  The salary deferral contributions
allocated to a Member, as adjusted for investment gain or loss and income
or expense, constitute such Member's Salary Deferral Account.  A Member
shall at all times have a nonforfeitable interest in the Salary Deferral
Account portion of his Account.

          (d)  COMPLIANCE WITH SALARY DEFERRAL DISCRIMINATION TESTS. 

               (i)  RULE.  In no event shall the "average actual deferral
percentage" (as defined below) for Members who are Highly Compensated
Employees (as defined in Section 414(q) of the Code) for any Plan Year bear
a relationship to the "average actual deferral percentage" for Members who
are not Highly Compensated Employees which does not satisfy either
subsection 4(d)(i)(A) or (B) below.

                    (A)  The requirement shall be satisfied for a Plan Year
if the "average actual  deferral percentage" for the group of Members who
are Highly Compensated Employees that are eligible to make contributions
under subsection 4(a) for any portion of the Plan Year is not more than the
"average actual deferral percentage" of all others who are eligible to make
contributions under subsection 4(a) for any portion of the Plan Year
multiplied by 1.25.

                    (B)  The requirement shall be satisfied for a Plan Year
if (1) the excess of the "average actual deferral percentage" for the
Members who are Highly Compensated Employees for the Plan Year that are
eligible to make contributions under subsection 4(a) for any portion of the
Plan Year over the "average actual deferral percentage" of all others who
are eligible to make contributions for any portion of the Plan Year is not
more than two percentage points and (2) the "average actual deferral
percentage" for Members who are Highly Compensated Employees is not more
than the "average actual deferral percentage" of all others eligible to
make contributions under subsection 4(a) for any portion of the Plan Year
multiplied by two.

               (ii) SPECIAL DEFINITION OF MEMBER.  For purposes of this
subsection 4(d), the term "Member" shall mean each Employee eligible to
make contributions under subsection 4(a) at any time during a Plan Year. 
Such Members include:

                    (A)  an Employee who would be a Member but for the
failure to make required contributions;

                    (B)  an Employee whose right to make elective
contributions has been suspended because of an election (other than certain
one-time elections) not to participate, a distribution, or a loan; and

                    (C)  an Employee who cannot make an elective
contribution because of the Section 415 Limitations. 

                    In the case of an eligible Employee who makes no
elective contributions, the deferral ratio that is to be included in
determining the "actual deferral percentage" is zero.

               (iii)     REFUND.  If the relationship of the "actual
deferral percentage" does not satisfy subsection 4(d)(i) for any Plan Year,
then the Committee shall direct the Trustee to distribute the "excess
contribution" (as defined below) for such Plan Year (plus any income and
minus any loss allocable thereto as calculated in accordance with
subsection 4(d)(iv)) by the last day of the following Plan Year to the
Highly Compensated Employees on the basis of the respective portions of the
"excess contribution" attributable to each, as determined under this
subsection.  If such excess amounts are distributed more than 2 1/2 months
after the last day of the Plan Year in which such excess amounts arose, a
ten (10) percent excise tax will  be imposed on the Company or Related
Entity maintaining the Plan with respect to such amounts.  The "excess
contribution" for any Plan Year is the excess of the aggregate amount of
Participating Company contributions paid over to the Fund pursuant to
subsection 4(a) on behalf of Highly Compensated Employees for such Plan
Year over the maximum amount of such contributions permitted for Highly
Compensated Employees under subsection 4(d)(i).  The portion of the "excess
contribution" attributable to a Highly Compensated Employee is determined
by reducing contributions made on behalf of Highly Compensated Employees in
order of "actual deferral percentages" for each such employee, beginning
with the highest of such percentages, until the "excess contribution" is
eliminated.  "Excess contributions" shall be allocated to Members who are
subject to the family aggregation rules of Section 414(q)(6) of the Code by
allocating the excess contributions for the family group among the Family
Members in proportion to the elective contribution of each Family Member
that is combined to determine the actual deferral ratio pursuant to
1.401(k)-1(f)(5)(ii) of the Code.  Any refund made in accordance with this
subsection to a Member shall be drawn from his Salary Deferral Account.

          The amount of "excess contributions" to be distributed shall be
reduced by excess deferrals previously distributed pursuant to subsection
4(b)(i) for the taxable year ending in the same Plan Year.  Furthermore,
excess deferrals to be distributed for a taxable year pursuant to
subsection 4(b)(i) will be reduced by "excess contributions" previously
distributed pursuant to this subsection 4(d)(iii) hereof for the Plan Year
beginning in such taxable year.

               (iv) ALLOCATION OF INCOME.  Excess deferrals and "excess
contributions" shall be adjusted for any income or loss up to the date of
distribution.  The income or loss is the sum of:  (A) income or loss
allocable to the Member's Salary Deferral Account for the taxable year
multiplied by a fraction, the numerator of which is such Member's excess
deferrals and "excess contributions" for the year and the denominator of
which is the Member's Salary Deferral Account balance; and (B) ten percent
of the amount determined under (A) multiplied by the number of whole
calendar months between the end of the Member's taxable year and the date
of distribution, counting the month of distribution if distribution occurs
after the 15th of such month.

               (v)  ADDITIONAL DEFINITIONS.  The "average actual deferral
percentage" for a specific group of Members for a Plan Year shall be the
average of the "actual deferral percentage" for each Member in the group
for such Plan Year.  The "actual deferral percentage" for a particular
Member for a Plan Year shall be the ratio of the amount of Participating
Company contributions paid over to the Fund pursuant to subsection 4(a) for
such Member to the Member's  "compensation"  for  such  Plan  Year
excluding the Member's "compensation" prior to satisfying the eligibility
requirements of Section 3.   For  this purpose, "compensation" means
compensation for service performed for a Participating Company which is
currently includable in gross income or which is excludable from gross
income pursuant to an election under a qualified cash or deferred
arrangement under Section 401(k) of the Code or a cafeteria plan under
Section 125 of the Code.  In no event shall such "compensation" exceed the
limitations of Code Section 401(a)(17), as indexed.

               (vi) CONTRIBUTIONS CONSIDERED.  A Member's salary deferral
contributions will be taken into account under the actual deferral
percentage test of this subsection 4(d) pursuant to Section 401(k)(3)(A) of
the Code for a Plan Year only if it satisfies subsections 4(d)(vi)(A) and
(B) below:

                    (A)  The salary deferral contributions relate to
compensation that either would have been received by the Employee in the
Plan Year (but for the deferral election) or are attributable to services
performed by the Employee in the Plan Year and would have been received by
the Employee within 2 1/2 months after the close of the Plan Year (but for
the deferral election);

                    (B)  The salary deferral contributions are allocated to
the Employee as of a date within the Plan Year for which subsection 4(d)(i)
applies.  For this purpose, salary deferral contributions are considered
allocated as of a date within a Plan Year if the allocation is not
contingent on participation or performance of services after such date and
the salary deferral contribution is actually paid to the trust no later
than 12 months after the Plan Year to which the contribution relates. 
Notwithstanding the foregoing, salary deferral contributions that are
distributed to a Member pursuant to Section 5 hereof shall be disregarded
for purposes of determining a Member's average actual deferral percentage
for the year in which the excess annual addition arose.

               (vii)     AGGREGATION OF PLANS.  In the event that this Plan
satisfies the requirements of Section 410(b) of the Code only if aggregated
with one or more other plans, or if one or more other plans satisfy the
requirements of Section 401(k), 401(a)(4) or 410(b) of the Code only if
aggregated with this Plan, then subsection 4(d)(i) shall be applied by
determining the "contribution percentages" of Members as if all such plans
were a single plan.  Plans permissively aggregated pursuant to this
subsection must have the same Plan Year.  Notwithstanding the foregoing,
certain plans shall be treated as separate if mandatorily disaggregated
under Code Section 401(k) and corresponding regulations.

               (viii)    AGGREGATION OF CONTRIBUTIONS.  The "contribution
percentage" for any member who is a Highly Compensated Employee for the
Plan Year and who is eligible to have salary deferral contributions
allocated to his account under two or more plans described in Section
401(a) of the Code that are maintained by a Participating Company or
Related Entity shall be determined as if the total of such Member
contributions were made under this Plan and each other plan.  For purposes
of this subsection, the contributions considered are those taken into
account for each plan with a Plan Year ending with or within the same
calendar year.

               (ix) SPECIAL RULE.  For purposes of determining the "actual
deferral percentage" of a Member who is a Highly Compensated Employee, the
contributions allocable to such Member and  "compensation" of such Member
shall include the contributions allocable to Family Members and
"compensation" of Family Members.  Family Members, with respect to Highly
Compensated Employees, shall be disregarded as separate employees in
determining the "average actual deferral percentage" both for Members who
are not Highly Compensated Employees and for Members who are Highly
Compensated Employees.  For the purpose of this subsection, a Family Member
shall mean an individual described in Section 414(q)(6)(B) of the Code.

          (e)  PARTICIPATING COMPANY CONTRIBUTIONS.

               (i)  MATCHING CONTRIBUTIONS.  The Participating Companies <PAGE>
shall 
contribute to the Fund such uniform percentage of the amount
contributed with respect to a Member under subsection 4(a) as the Company,
in its absolute discretion, shall determine.  The Participating Companies
shall pay over to the Trustee all contributions under this subsection no
later than the due date, including extensions, for filing the Participating
Companies' federal income tax returns for the taxable year coincident with
or within which the Plan Year with respect to which such contributions are
to be made ended.  Such contributions shall be allocated to the Employer
Contribution Accounts of the Members with respect to whom they are made.

               (ii) PROFIT SHARING CONTRIBUTIONS.  In addition, for each
Plan Year, the Participating Companies may contribute to the Fund such
amounts as the Company, in its absolute discretion, shall determine to be
allocated in accordance with this subsection among Members eligible to
share therein.  The Participating Companies shall pay over to the Trustee
all contributions no later than the due date, including extensions, for
filing the Participating Companies' federal income tax returns for the
taxable year ended coincident with or next following the last day of the
Plan Year for which such contributions are to be made. 

                    The following Members shall be entitled to share in the
allocation for a Plan Year:

                    (A)  Members who retired during the Plan Year pursuant
to subsection 8(a);

                    (B)  Members who died during the Plan Year;

                    (C)  Members who terminated employment due to
Disability during the Plan Year; and

                    (D)  Members who both completed a Year of Service
during the Plan year and were employed by a Participating Company on the
last day of the Plan Year.

               Participating Company contributions under this subsection
4(e)(ii) shall be allocated among Members eligible to share therein in the
ratio which the Compensation, as a Member, of each eligible Member for the
Plan Year bears to all such Members for the Plan Year.

          (f)  EMPLOYER CONTRIBUTION ACCOUNT.  The allocations made to a
Member under subsection 4(e) as adjusted for investment gain or loss and
income or expense, constitute the Member's Employer Contribution Account. 
A Member shall have a nonforfeitable interest in the Employer Contribution
Account portion of his Account to the extent provided under Section 8.
<PAGE>
          (g)  COMPLIANCE WITH PARTICIPATING COMPANY MATCHING CONTRIBUTIONS
DISCRIMINATION TESTS.

               (i)  RULE.  In no event shall the "average contribution
percentage" (as defined below) for Members who are Highly Compensated
Employees (as defined in Section 414(q) of the Code) for any Plan Year bear
a relationship to the "average contribution percentage" for Members who are
not Highly Compensated Employees which does not satisfy either subsection
4(g)(i)(A) or (B) below.

                    (A)  The requirement shall be satisfied for a Plan Year
if the "average contribution percentage" for the group of Members who are
Highly Compensated Employees that are eligible to make contributions under
subsection 4(a) for any portion of the Plan Year is not more than the
"average contribution percentage" of all others who are eligible to make
contributions under subsection 4(a) for any portion of the Plan Year
multiplied by 1.25.

                    (B)  The requirement shall be satisfied for a Plan Year
if (1) the excess of the "average contribution percentage" for the Members
who are Highly Compensated Employees for the Plan Year that are eligible to
make contributions under subsection 4(a) for any portion of the Plan Year
over the "average contribution percentage" of all others who are eligible
to make contributions for any portion of the Plan Year is not more than two
percentage points and (2) the "average contribution percentage" for Members
who are Highly Compensated Employees is not more than the "average
contribution percentage" of all others eligible to make contributions under
subsection 4(a) for any portion of the Plan Year multiplied by two.

               (ii) REFUND.  If the relationship of the "average
contribution percentages" does not satisfy subsection 4(g)(i) for any Plan
Year, then the Committee shall direct the Trustee to distribute the "excess
aggregate contribution" (as defined below) for such Plan Year (plus any
income and minus any loss allocable thereto including the period between
the end of the Plan Year and the date of distribution or forfeiture) by the
last day of the following Plan Year to the Highly Compensated Employees on
the basis of the respective portions of the "excess aggregate contribution"
attributable to each, as determined under this subsection.  If such "excess
aggregate contributions" are distributed more than 2 1/2 months after the
last day of the Plan Year in which such excess amounts arose, a ten (10)
percent excise tax will be imposed on the employer maintaining the Plan
with respect to those amounts.  The "excess aggregate contribution" for any
Plan Year is the excess of the aggregate amount of Participating Company
contributions allocated on a matching basis pursuant to subsection 4(e)(i)
on behalf of Highly Compensated Employees for such Plan Year over the
maximum amount of such contributions which could be  allocated to Highly
Compensated Employees under subsection 4(g)(i).  The portion of the "excess
aggregate contribution" attributable to a Highly Compensated Employee is
determined by reducing Participating Company contributions allocated to
Highly Compensated Employees in order of "contribution percentages" for
each such employee, beginning with the highest of such percentages, until
the "excess aggregate contribution" is eliminated.  "Excess aggregate
contributions" shall be allocated to Members who are subject to the family
aggregation rules of Section 414(q)(6) of the Code by allocating the excess
contributions for the family group among the Family Members in proportion
to the elective contribution of each Family Member that is combined to
determine the actual deferral ratio pursuant to 1.401(k)-1(f)(5)(ii) of the
Code.  Any refund made to a Member in accordance with this subsection shall
be drawn from his Employer Contribution Account.  Notwithstanding the
foregoing, if a Member does not have a 100% nonforfeitable right to his
Employer Contribution Account under subsection 8(d)(ii), the forfeitable
portion of any amount withdrawn from his Employer Contribution Account
shall be forfeited and the vested portion shall be distributed to the
Member.

                    "Excess aggregate contributions" shall be adjusted for
any income or loss up to the date of distribution.  The income or loss
allocable to "excess aggregate contributions" is the sum of:  (1) income or
loss allocable to the Member's account balance attributable to employer
contributions pursuant to subsection 4(e)(i) for the Plan Year multiplied
by a fraction, the numerator of which is such Member's "excess aggregate
contributions" for the year and the denominator of which is the Member's
account balance attributable to employer contributions pursuant to
subsection 4(e)(i); and (2) ten percent of the amount determined under (1)
multiplied by the number of whole calendar months between the end of the
Plan Year and the date of distribution, counting the month of distribution
if distribution occurs after the 15th of such month.

               (iii)     ALLOCATION OF FORFEITURES.  Any amounts forfeited
by Highly Compensated Employees under this subsection shall be applied to
first decrease Participating Company contributions to be made pursuant to
subsection 4(e), and then to increase discretionary Participating Company
contributions.  Notwithstanding the foregoing, no forfeiture arising under
this subsection shall be allocated to the Account of any Highly Compensated
Employee.

               (iv) ADDITIONAL DEFINITIONS.  For purposes of this
subsection 4(g), the term "Member" shall mean each Employee eligible to
make contributions under subsection 4(a) at any time during a Plan Year. 
Such Members include:

                    (A)  an Employee who would be a Member but for the
failure to make required contributions;

                    (B)  an Employee whose right to receive matching
contributions has been suspended because of an election (other than certain
one-time elections) not to participate; and

                    (C)  an Employee who cannot receive a matching
contribution because Section 415(c)(1) or Section 415(e) of the Code
prevents the Employee from receiving additional annual additions. 
 
                    In the case of an eligible Employee who receives no
matching contributions, the contribution ratio that is to be included in
determining the ACP is zero.

                    The "average contribution percentage" for a specific
group of Members for a Plan Year shall be the average of the "contribution
percentage" for each Member in the group for such Plan Year. The
"contribution percentage" for a particular Member shall be the ratio of the
amount of Participating Company contributions allocated to a Member
pursuant to subsection 4(e)(i) for a Plan Year and paid over to the Fund no
later than the end of the 12-month period beginning on the day after the
close of the Plan Year to the Member's "compensation" for such Plan Year. 
For this purpose, "compensation" means compensation for service performed
for a Participating Company which is currently includable in gross income
or which is excludable from gross income pursuant to an election under a
qualified cash or deferred arrangement under Section 401(k) of the Code or
a cafeteria plan under Section 125 of the Code, excluding any amounts
earned prior to satisfying the eligibility requirements of subsection 3(a). 
In no event shall such "compensation" exceed the limitations of Code
Section 401(a)(17), as indexed.

               (v)  AGGREGATION OF CONTRIBUTIONS.  The "contribution
percentage" for any Member who is a Highly Compensated Employee for the
Plan Year and who is eligible to make after tax contributions to any plan
subject to Section 415 of the Code maintained by a Participating Company or
a Related Entity or to have Participating Company matching contributions
within the meaning of Section 401(m)(4)(A) of the Code allocated to his
account under two or more plans described in Section 401(a) of the Code
that are maintained by a Participating Company or a Related Entity shall be
determined as if the total of such Member contributions and Participating
Company contributions was made under this Plan and each other plan.

               (vi) AGGREGATION OF PLANS.  In the event that this Plan
satisfies the requirements of Section 401(a)(4) or 410(b) of the Code only
if aggregated with one or more other plans, or if one or more other plans
satisfy the requirements of Section 410(b) of the Code only if aggregated
with this Plan, then subsection 4(g)(i) shall be applied by determining the
"contribution percentages" of Members as if all such plans were a single
plan.  Notwithstanding the foregoing, certain plans shall be treated as
separate if mandatorily disaggregated under Code Section 401(m) and
corresponding regulations.

               (vii)     SPECIAL RULE.  For purposes of determining the
"contribution percentage" of a Member who is a Highly Compensated Employee,
the contribution allocable to such Member pursuant to subsection 4(e)(i)
and "compensation" of such Member shall include the contributions allocable
to Family Members pursuant to subsection 4(e)(i) and "compensation" of
Family Members.  Family Members, with respect to Highly Compensated
Employees, shall be disregarded as separate employees in determining the
"contribution percentage" both for Members who are not Highly Compensated
Employees and for Members who are Highly Compensated Employees. 

               (viii)    MULTIPLE USE.  If either the "actual deferral
percentage" or "actual contribution percentage" of the Highly Compensated
Employees exceeds 1.25 multiplied by the "actual deferral percentage" and
"actual contribution percentage" of the Non-highly  Compensated Employees,
then the Plan shall test for multiple use.  Such test shall occur when the
sum of the "actual deferral percentage" and "actual contribution
percentage" pursuant to subsections 4(d) and 4(g), respectively, of the
Highly Compensated Employees exceeds the "aggregate limit"; in such
circumstances the "actual contribution percentage" of the Highly
Compensated Employees will be reduced (beginning with such Highly
Compensated Employee whose "actual contribution percentage" is the highest)
so that the "aggregate limit" is not exceeded.  The amount by which each
Highly Compensated Employee's Contribution Account is reduced shall be
treated as an "excess aggregate contribution".  The "actual deferral
percentage" and "actual contribution percentage" of the Highly Compensated
Employees are determined after any corrections required to meet the "actual
deferral percentage" and "actual contribution percentage" tests. 

                    For purposes of this subsection 4(g)(viii) "aggregate
limit" shall mean the sum of (i) 125 percent of the greater of the "actual
deferral percentage" of the Non-highly Compensated Employees for the Plan
Year or the "actual contribution percentage" of Non-highly Compensated
Employees under the plan subject to Code Section 401(m) for the Plan Year
beginning with or within the Plan Year of the cash or deferred arrangement
and (ii) the lesser of 200% or two plus the lesser of such "actual deferral
percentage" or "actual contribution percentage".  "Lesser" is substituted
for "greater" in "(i)", above, and "greater" is substituted for "lesser
after "two plus the" in "(ii)" if it would result in a larger "aggregate
limit".

          (h)  ROLLOVERS.  Subject to uniform rules, any Employee as
defined in subsection 1(l) may, subject to the Committee's approval,
transfer to the Plan all or a portion of an eligible rollover distribution
from an eligible retirement plan.  Such rollover contributions, if
approved, shall be credited to the Employee's Rollover Account.

               The terms "eligible rollover distribution" and "eligible
retirement plan" shall have the meanings described in 9(b)(iii) of the
Plan, except that, for purposes of this subsection 4(h), an individual
retirement account described in Section 408(a) of the Code which holds an
eligible rollover distribution made to a surviving spouse shall not be
considered an eligible retirement plan.

               The Committee shall develop such procedures, and may require
such information from an Employee desiring to make such a transfer, as it
deems necessary or desirable to determine that the proposed transfer will
meet the requirements of this Section.

               Any Employee who has not met the eligibility requirements of
subsection 3(a) but who has made Rollover Contributions into the Plan shall
be considered a Participant for purposes of Sections 6, 7, 8, 10, 11, 13,
14, 15 and 18 of the Plan.

               Notwithstanding anything herein to the contrary, this Plan
shall not accept any direct or indirect transfer (in a transfer after
December 31, 1984) from a defined benefit plan, money purchase plan
(including a target benefit plan), stock bonus or profit sharing plan which
would otherwise have provided for a life annuity form of payment to the
Participant.

          (i)  ROLLOVER ACCOUNT.  Any contribution under subsection 4(h),
as adjusted for investment gain or loss and income or expense, shall
constitute the Member's Rollover Account.  A Member shall at all times have
a nonforfeitable interest in the Rollover Account portion of  his Account.

          (j)  "FAILSAFE" CONTRIBUTIONS.  The Participating Companies may
make a special contribution to be allocated among all Employees who were
eligible to participate in the Plan during the Plan Year and who are not
Highly Compensated Employees within the meaning of Section 401(k)(5) of the
Code in proportion to their Compensation.  The amount of the contribution
shall not exceed the amount, determined by the Committee, necessary to
satisfy the discrimination standards of Section 401(k)(3) of the Code.  Any
such contribution shall be treated as an addition to the Member's Salary
Deferral Account and shall be subject to the vesting and distribution
provisions of the Plan pertaining to elective contributions and the
conditions described in Regulation 1.401(k) - 1(b)(5) of the Code.

          (k)  PAYROLL TAXES.  The Participating Companies shall withhold
from the Compensation of the Members and remit to the appropriate
government agencies such payroll taxes and income tax withholding as the
Company determines is or may be necessary under applicable statutes or
ordinances and the regulations and rulings thereunder.
<PAGE>
     5.   MAXIMUM CONTRIBUTIONS AND BENEFITS
          (a)  DEFINED CONTRIBUTION LIMITATION.  In the event that the
amount allocable to a Member from contributions to the Fund in respect of
any Plan Year would cause the Annual Additions allocated to any Member
under this Plan plus the Annual Additions allocated to such Member under
any other plan maintained by a Participating Company or a Related Entity to
exceed for any Limitation Year the lesser of (i) $30,000 (or, if greater,
one-fourth of the dollar limitation in effect under subsection 415(b)(1)(A)
of the Code for such Limitation Year) or (ii) 25% of such Member's
compensation (as defined in subsection 5(d)) for such Limitation Year, then
such amount allocable to such Member shall be reduced by the amount of such
excess to determine the actual amount of the contribution allocable to such
Member in respect of such Plan Year.  If excess Annual Additions arise as a
result of a reasonable error in determining the amount of elective
deferrals that a Member may make pursuant to subsection 4(a) in any
Limitation Year, then such excess may be distributed to the Member. 
Otherwise, the excess amount allocable to a Member's Account shall be held
in a suspense account and shall be used to reduce contributions allocable
to the Member for the next Limitation Year (and succeeding Limitation Years
as necessary) provided, however, that the Member is covered by the Plan as
of the end of the Limitation Year.  If the Member is not covered by the
Plan as of the end of the Limitation Year, then the excess amount shall be
held unallocated in a suspense account and shall be allocated among all
Employees eligible to make contributions under subsection 4(a) for such
Limitation Year as an equal percentage of their Compensation for such
Limitation Year.  Except as provided above, no excess amount may be
distributed to a Member or former Member.

               If a short limitation year is created because of an
amendment changing the Limitation Year to a different consecutive 12-month
period, the defined contribution dollar limitation will be prorated based
on the number of months in the short Limitation Year. 

          (b)  COMBINED LIMITATION.  In addition to the limitation of
subsection 5(a), if a Participating Company or a Related Entity maintains
or maintained a defined benefit plan and the amount allocable to a Member
with respect to any Plan Year would cause the aggregate amount allocated to
any Member under all defined contribution plans maintained by all
Participating Companies or Related Entities to exceed the maximum
allocation as determined in subsection 5(c), then such amount allocable to
such Member shall be reduced by the amount of such excess to determine the
actual amount of the contribution allocable to such Member for such Plan
Year.  The excess amount with respect to any Member shall be held in
accordance with subsection 5(a).  Notwithstanding the foregoing, to the
extent administratively feasible, the combined limitation shall be applied
to the Member's benefit payable from the defined benefit plan prior to
reduction of the Member's Annual Additions under this Plan.

          (c)  COMBINED LIMITATION COMPUTATION.

               (i)  MAXIMUM ALLOCATION.  The maximum allocation is the
amount of Annual Additions which may be allocated to a Member's benefit
without permitting the sum of the defined benefit plan fraction (as
hereinafter defined) and the defined contribution plan fraction (as
hereinafter defined) to exceed 1.0 for any Limitation Year.  The defined
benefit plan fraction applicable to a Member for any Limitation Year is a
fraction, the numerator of which is the projected annual benefit of the
Member under the plan determined as of the close of the Limitation Year and
the denominator of which is the lesser of (1) the product of 1.25
multiplied by the maximum then permitted dollar amount of straight life
annuity payable under the defined benefit plan maximum benefit provisions
of the Code as a benefit commencing at the Member's social security
retirement age or (2) the product of 1.4 multiplied by the maximum
permitted amount of straight life annuity, based on the Member's
compensation, payable under the defined benefit plan maximum benefit
provisions of the Code as a benefit commencing at the Member's social
security retirement age.  For purposes of this subsection 5(c), a Member's
projected annual benefit is equal to the annual benefit, expressed in the
form of a straight life annuity, to which the Member would be entitled
under the terms of the defined benefit plan based on the assumptions that
(1) the Member will continue  employment until reaching his social security
retirement age (or current age, if later) at a rate of compensation equal
to that for the Limitation Year under consideration and (2) all other
relevant factors used to determine benefits under the plan for the
Limitation Year under consideration will remain constant for future
Limitation Years.  The defined contribution plan fraction applicable to a
Member for any Limitation Year is a fraction, the numerator of which is the
sum of the Annual Additions for all Limitation Years allocated to the
Member as of the close of the Limitation Year and the denominator of which
is the sum of the lesser, separately determined for each Limitation Year of
the Member's employment with a Participating Company or Related Entity, of
(1) the product of 1.25 multiplied by the maximum dollar amount of Annual
Additions which could have been allocated to the Member under the Code for
such Limitation Year or (2) the product of 1.4 multiplied by the maximum
amount, based on the Member's compensation, of Annual Additions which 
could have been allocated to the Member for such Limitation Year.

               (ii) TRANSITIONAL RULE.  Notwithstanding the above, if the
Employee was a Member as of the first day of the first Limitation Year
beginning after December 31, 1986, in one or more defined benefit plans
maintained by the Participating Companies which were in existence on May 6,
1986, the denominator of the defined benefit fraction used in computing the
combined limitation pursuant to 5(c)(i) hereof will not be less than 125
percent of the sum of the annual benefits under such plans which the Member
had accrued as of the close of the last Limitation Year beginning before
January 1, 1987, disregarding any changes in the terms and conditions of
the plan after May 5, 1986.  The preceding sentence applies only if the
defined benefit plans individually and in the aggregate satisfied the
requirements of Section 415 for all Limitation Years beginning before
January 1, 1987.

               Furthermore, in computing the defined contribution plan
fraction pursuant to 5(c)(i) hereof, if the Employee was a Member as of the
end of the first day of the first Limitation Year beginning after December
31, 1986, in one or more defined contribution plans maintained by the
Participating Companies which were in existence on May 6, 1986, the
numerator of the defined contribution fraction will be adjusted if the sum
of this fraction and the defined benefit fraction would otherwise exceed
1.0 under the terms of this Plan.  Under the adjustment, an amount equal to
the product of (1) the excess of the sum of the fractions over 1.0 times
(2) the denominator of this fraction, will be permanently subtracted from
the numerator of this fraction.  The adjustment is calculated using the
fractions as they would be computed as of the end of the last Limitation
Year beginning before January 1, 1987, and disregarding any changes in the
terms and conditions of the plan made after May 5, 1986, but using the
Section 415 limitation applicable to the first Limitation Year beginning on
or after January 1, 1987.

          (d)  DEFINITION OF "COMPENSATION" FOR CODE LIMITATIONS.  For
purposes of the limitations on the allocation of Annual Additions to a
Member and maximum benefits under a defined benefit plan as provided for in
this Section 5, "compensation" for a Limitation Year shall mean the sum of
(i) amounts paid by a Participating Company or a Related Entity to the
Member with respect to personal services rendered by the Member, (ii)
earned income of a self-employed person with respect to a Participating
Company or a Related Entity, (iii) amounts received by the Member (A)
through accident or health insurance or under an accident or health plan
maintained or contributed to by a Participating Company or a Related Entity
and which are includable in the gross income of the Member, (B) through a
plan contributed to by a Participating Company or a Related Entity
providing payments in lieu of wages on account of a Member's permanent and
total disability, or (C) as a moving expense allowance paid by a
Participating Company or a Related Entity and which are not deductible by
the Member for federal income tax purposes; (iv) the value of a
non-statutory stock option granted by a Participating Company or a Related
Entity to the Member to the extent included in the Member's gross income
for the taxable year in which it was granted; and (v) the value of property
transferred by a Participating Company or a Related Entity to the Member
which is includable in the Member's gross income due to an election by the
Member under Section 83(b) of the Code.  Compensation shall not include 
(i) contributions made by a Participating Company or Related Entity to a
deferred compensation plan which, without regard to Section 415 of the
Code, are not includable in the Member's gross income for the taxable year
in which contributed; (ii) Participating Company or Related Entity
contributions made on behalf of a Member to a simplified employee pension
plan to the extent they are deductible by the Member under Section
219(b)(7) of the Code; (iii) distributions from a deferred compensation
plan (except from an unfunded non-qualified plan when includable in gross
income); (iv) amounts realized from the exercise of a non-qualified stock
option, or when restricted stock (or property) held by a Member either
becomes freely transferable or is no longer subject to a substantial risk
of forfeiture; (v) amounts realized from the sale, exchange or other
disposition of stock acquired under a qualified or incentive stock option;
and (vi) other amounts which receive special tax benefits, such as premiums
for group term life insurance (to the extent excludable from gross income)
or Participating Company or Related Entity contributions towards the
purchase of an annuity contract described in Section 403(b) of the Code.
<PAGE>
     6.   ADMINISTRATION OF FUNDS
          (a)  INVESTMENT CONTROL.  The management and control of the
assets of the Plan shall be vested in the Trustee designated from time to
time by the Company through its Board of Directors; provided, however, the
Company, through its Board of Directors, or the Trustee, may appoint one or
more Investment Managers to manage, acquire or dispose of any assets of the
Plan and the Committee may instruct the Trustee to establish Investment
Categories for selection by the Members in accordance with the Plan, in
which case the Committee may at any time add to or delete from the
Investment Categories.

          (b)  MEMBER ELECTIONS.  If Investment Categories are established,
then in accordance with uniform rules of general application established by
the Committee, each Member shall have the right to designate the Investment
Category or Categories in which the Trustee is to invest the subaccounts
which constitute such Member's Account.  Such rules may permit each Member
to specify separate investment for any or all of his subaccounts or require
that all of a Member's subaccounts be invested in a uniform manner.  With
respect to new contributions, a Member may elect to have amounts allocated
among the Investment Categories in multiples of 1% of the amount of such
contributions.  A Member may elect to transfer amounts between any of the
Investment Categories.  Such elections shall be made at such time, in such
manner, and in such form as the Committee may prescribe through uniform and
nondiscriminatory rules.  The minimum amount transferable out of any one
Investment Category shall be 1% of the value of the Member's Account, or,
if less, the entire amount invested under such option.  Any designation or
change in designation of Investment Category shall ultimately be verified
in writing to the Committee.  The Committee shall provide written
confirmation of the enacted change to the Member.  Any confirmation so
provided shall be considered verified by the Member unless the Member
notifies the Committee otherwise within ninety (90) days after he receives
such confirmation.  Unless the Committee provides otherwise, such change in
designation shall be effective as soon as administratively feasible in
accordance with rules established by the Committee.  Any election of
Investment Category by any Member shall, on its effective date, cancel any
prior election.  The Committee may limit the right of a Member (i) to
increase or decrease his contributions to a particular Investment Category,
(ii) to transfer amounts to or from a particular Investment Category or
(iii) to transfer amounts between particular Investment Categories, if it
determines that any such limitation is necessary or desirable to establish
or maintain an Investment Category.  In accordance with subsection 2(d),
the Committee may promulgate separate accounting and administrative rules
to facilitate the establishment or maintenance of an Investment Category.

          (c)  LIFE INSURANCE INVESTMENT CATEGORY.  If the Committee
authorizes an Investment Category limited to life insurance, it may  permit
a Member to direct that a portion of amounts allocable to his Salary
Deferral Account be invested in life insurance in accordance with the
following rules:

               (i)  POLICIES.  A Member may elect to invest his Salary
Deferral Account in individual or group insurance policies covering the
Member, his spouse, or his children and in individual or group annuity
contracts issued by one or more insurance companies.  If individual
policies are purchased for a Member's Salary Deferral Account, such
purchases may only be made with the Member's consent.  Individual policies
shall be considered a separate Investment Category of the Member's Salary
Deferral Account and premiums on such policies shall be charged to such
Salary Deferral Account.  A Member may not borrow amounts from insurers
issuing such policies or use such policies as security for a loan; however,
the Trustee, with the consent of  the  Committee,  may  borrow  against 
the  policies  to fund loans under Section 11 hereof.

               (ii) DISTRIBUTION.  When a Member's Salary Deferral Account
is distributed, the Committee may direct the Trustee to convert into cash
the entire value of any individual policies or contracts purchased for a
Member's Salary Deferral Account and to credit such amount to the Member's
Salary Deferral Account.  If not so directed by the Committee, the Trustee
shall distribute any or all of such policies or contracts intact to the
Member.

               (iii)     BENEFICIARY OF POLICY ON MEMBER.  The Trustee
shall be the owner and beneficiary of any insurance policy on the Member's
life.  The proceeds shall be distributed to the beneficiary determined
under Section 7 hereof.A Member's spouse will be the designated beneficiary
of the proceeds in all circumstances unless a qualified election has been
made in accordance with Sections 7 and 9.  Under no circumstances shall the
Trust retain any part of the proceeds.  In the event of any conflict
between the terms of this Plan and the terms of any insurance policy
purchased hereunder, the Plan provisions shall control.

               (iv) BENEFICIARY OF POLICY ON SPOUSE OR CHILD.  To the
extent that a Member's Salary Deferral Account is invested in a life
insurance policy on the life of the Member's spouse or children, the
beneficiary under such a policy shall be the Member, to the extent of the
excess of the proceeds over the cash value, if any, at the time of the
death of the insured, and the beneficiary of the balance of the proceeds
shall be the Member's Salary Deferral Account.

               (v)  LIMITATION.  Not more than 49.99% of the aggregate
amount of Participating Company contributions made on behalf of any Member
may be invested in ordinary life insurance contracts on the life of such
Member or his spouse or children.  Not more than 24.99% of the aggregate
amount of Participating Company contributions on behalf of any Member may
be invested in term life or universal life insurance contracts on the life
of such Member or his spouse or children.  If both ordinary and term life
insurance contracts are purchased on the life of a Member or his spouse or
children, the sum of the annual term life insurance premium plus one-half
of the ordinary life insurance premium may not exceed 24.99% of the
Participating Company contribution made on behalf of such Member for the
Plan Year in question.

               (vi) POLICY DIVIDENDS.  Any dividends that become payable on
any contracts shall be used to provide additional benefits  for the Member
or shall be credited to the Member's Salary Deferral Account.

          (d)  NO MEMBER ELECTION.  If Investment Categories are made
available and a Member does not make a written election of Investment
Category, then the Committee shall direct the Trustee to invest the Account
of such Member in the Investment Category which, in the opinion of the
Committee, best protects principal.

          (e)  FACILITATION.  Notwithstanding any instruction from any
Member for investment of funds in an Investment Category as provided for
herein, the Trustee shall have the right to hold uninvested or invested in
a short term investment fund any amounts intended for investment or
reinvestment until such time as investment may be made in accordance with
the Plan and the Trust Agreement.

          (f)  VALUATIONS.  The Fund and each Investment Category shall be
valued by the Trustee at fair market value as of each Valuation Date.

          (g)  ALLOCATION OF GAIN OR LOSS.  Any increase or decrease in the
market value of each Investment Category of the Fund since the preceding
Valuation Date and all income earned, expenses incurred and realized
profits and losses, shall be determined in accordance with accounting
methods uniformly and consistently applied and shall be added to or
deducted from the Account of each Member based on the amount of a Member's
Account in such Investment Category at the prior Valuation Date in
accordance with non-discriminatory procedures and rules adopted by the
Committee.  Before reallocation, the  Accounts of the Members shall be
reduced by any payments made therefrom in the period. At the Committee's
discretion uniformly applied, administrative  expenses  directly  connected
or associated  with a particular Member's Account may be charged to the
Account.  Notwithstanding the foregoing, allocation shall not be required
to the extent the Fund, or any Investment Category thereof, is administered
in a manner which permits separate valuation of each Member's interest
therein without separate incremental cost to the Plan or the Committee
otherwise provides for separate valuation.

          (h)  PROVISIONS OPTIONAL.  Nothing herein shall require the
Committee to establish Investment Categories.  If no Investment Categories
are established, the Fund shall be administered as a unit.

          (i)  BOOKKEEPING.  The Committee shall direct that separate
bookkeeping accounts be maintained to reflect each Member's Salary Deferral
Account, Rollover Account and Employer Contribution Account.
<PAGE>
     7.   BENEFICIARIES AND DEATH BENEFITS
          (a)  DESIGNATION OF BENEFICIARY.  Each Member shall have the
right to designate one or more beneficiaries and contingent beneficiaries
to receive any benefit to which such Member may be entitled hereunder in
the event of the death of the Member prior to the distribution of such
benefit by filing a written designation with the Committee on the form
prescribed by the Committee. Such Member may thereafter designate a
different beneficiary at any time by filing a new written designation with
the Committee.  Notwithstanding the foregoing, if a married Member
designates a beneficiary other than his spouse, such designation or
subsequent changes shall not be valid unless the spouse consented in
writing witnessed by a notary public or a member of the Committee in a
manner prescribed by the Committee.  A spouse's consent given in accordance
with the Committee's rules shall be irrevocable by the spouse with respect
to the beneficiary then designated by the Member unless the Member makes a
new beneficiary designation. Any written designation shall become effective
only upon its receipt by the Committee.  If the beneficiary designated
pursuant to this subsection should die on or before the commencement of
distribution of benefits and the Member fails to make a new designation,
then his beneficiary shall be determined pursuant to subsection 7(b).

          (b)  BENEFICIARY PRIORITY LIST.  If (i) a Member omits or fails
to designate a beneficiary, (ii) no designated beneficiary survives the
Member or (iii) the Committee determines that the Member's beneficiary
designation is invalid for any reason, then the death benefits shall be
paid to the Member's surviving spouse, or if the Member is not survived by
his spouse, then to the Member's estate.
<PAGE>
     8.   BENEFITS FOR MEMBERS

          The following are the only post employment benefits provided by
the Plan:

          (a)  RETIREMENT BENEFIT

               (i)  VALUATION.  Each Member shall be entitled to a
retirement benefit equal to 100% of the Member's Account as of the
Valuation Date coincident with or next following his retirement on or after
his or Normal Retirement Date.

               (ii) LATE RETIREMENT.  A Member who continues employment
beyond his Normal Retirement Date shall continue to participate in the
Plan.  His Account shall become nonforfeitable upon his attaining his
Normal Retirement Date.

          (b)  DEATH BENEFIT

               (i)  VALUATION.  In the event of the in-service death of a
Member before actual retirement or termination, 100% of the Member's
Account on the Valuation Date coincident with or next following his death
shall constitute his death benefit and shall be distributed pursuant to
Sections 7 and 9 (A) to his designated beneficiary or (B) if no designation
of beneficiary is then in effect, to the beneficiary determined pursuant to
subsection 7(b).

               (ii) SURVIVOR BENEFITS.  In the event of the post-employment
death of a retired or terminated Member before distribution of his vested
Account balance has been made to him, his Account shall constitute a death
benefit and shall be distributed (A) to his designated beneficiary or (B)
if no designation of beneficiary is then in effect, to the beneficiary
determined pursuant to subsection 7(b).

          (c)  DISABILITY BENEFIT.  In the event a Member suffers a
Disability before actual retirement, 100% of the Member's Account on the
Valuation Date coincident with or next following his Disability shall
constitute his Disability benefit, provided said Member severs from service
with a Participating Company due to his Disability.

          (d)  TERMINATION OF EMPLOYMENT BENEFIT

               (i)  VALUATION.  In the event a Member terminates employment
with all Participating Companies and all Related Entities other than by
reason of retirement on or after his Normal Retirement Date, Disability or
in-service death, the Member shall be entitled to receive a benefit equal
to 100% of his Salary Deferral Account and Rollover Account and the
nonforfeitable portion (as determined under the vesting schedule at
subsection 8(d)(ii)) of his Employer Contribution Account on the Valuation
Date coincident with or last preceding distribution.

               (ii) VESTING SCHEDULE.  The nonforfeitable portion of a
Member's Employer Contribution Account is as follows:

                                             NONFORFEITABLE
                      YEARS OF SERVICE         PERCENTAGE
                      ________________         __________
                       Less than 2 years             0%
           2 years but less than 3 years            20%
           3 years but less than 4 years            40%
           4 years but less than 5 years            60%
           5 years but less than 6 years            80%
                         6 years or more           100%


               (iii)     COMPUTATION PERIOD.  For purposes of subsection
8(d), the computation period for determining a Year of  Service or a Break
in Service shall be the Plan Year.

               (iv) CREDITING SERVICE.  For purposes of subsection 8(d), a
Member shall receive credit for all Years of Service, including Years of
Service prior to the Effective Date, except as follows:

                    (A)  If a Member has a Break in Service in five
consecutive computation periods, then Years of Service after such
consecutive Breaks in Service shall not be taken into account for purposes
of determining the nonforfeitable percentage of the Member's Employer
Contribution Account which accrued prior thereto.

                    (B)  If a Member who has no nonforfeitable rights has a
Break in Service for the greater of (1) five or more consecutive
computation periods or (2) the accumulated Service of the Member prior to
the Break in Service, then Years of Service prior to such consecutive
Breaks in Service shall not be taken into account for the purpose of
determining the nonforfeitable percentage of the Member's Employer
Contribution Account which accrues thereafter.

                    (C)  CASHOUTS.  If distribution is made to a Member on
account of termination of employment prior to the date on which the Member
has a Break in Service for five consecutive computation periods and the
Member returns to employment covered by the Plan, the Member's Account
shall subsequently be determined without regard to the portion thereof
derived from predistribution employment provided the Member (1) received
distribution of the entire present value of the nonforfeitable portion of
his Account at the time of distribution, (2) the amount of the distribution
did not exceed $3,500 or the Member (with spousal consent, if applicable)
voluntarily elected to receive the distribution, and (3) the Member upon
return to employment covered by the Plan does not repay the full amount of
the distribution before the earlier of suffering five consecutive one year
Breaks in Service, or at the close of the first period of five consecutive
one year Breaks in Service commencing after the withdrawal.  If timely
repayment is made, the Member's Account shall equal the sum of the
repayment and the forfeitable portion of the Member's Account on the date
of distribution, unadjusted by gains or losses subsequent to the
distribution.  Restoration required due to Fund losses shall be made, to
the extent necessary, first from forfeitures in the Plan Year of repayment
and second from Participating Company contributions.

               (v)  CHANGE IN VESTING SCHEDULE.  If the Plan's vesting
schedule is amended, or the Plan is amended in any way that directly or
indirectly affects the computation of the Member's nonforfeitable
percentage or if the Plan is deemed amended by an automatic change to or
from a top-heavy vesting schedule, each Member with at least 3 Years of
Service with the Participating Company may elect, within a reasonable
period after the adoption of the amendment or change, to have the
nonforfeitable percentage computed under the Plan without regard to such
amendment or change.  For Members who do not have at least 1 Hour of
Service in any Plan Year beginning after December 31, 1988, the preceding
sentence shall be applied by  substituting "5 Years of Service" for "3
Years of Service" where such language appears.

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

               (i)  60 days after the amendment is adopted;

               (ii) 60 days after amendment becomes effective; or

               (iii)     60 days after Member is issued written notice of
the amendment by the Participating Company.

          (e)  RECOGNITION OF FORFEITURES.  The nonvested portion of the
Employer Contribution Account of a Member (i) who separates from service
with no vested interest in his Employer Contribution Account or (ii) who
receives a distribution prior to suffering his fifth consecutive Break in
Service shall be forfeited on the date of (i) separation or (ii)
distribution, as the case may be, subject to the right to restoration.  The
nonvested portion of the Employer Contribution Account of any other Member
shall be forfeited on the last day of the Plan Year in which the Member
suffers his fifth consecutive Break in Service.  Forfeitures shall first be
applied to restore a Member's Accounts as required by subsection 8(d)(iv). 
Any remaining forfeitures shall serve to increase Participating Company
contributions.
<PAGE>
     9.   DISTRIBUTION OF BENEFITS
          (a)  COMMENCEMENT.  The payment of benefits shall commence as
soon after the Valuation Date following the Member's termination of
employment as is administratively feasible, except as provided below.

               (i)  TERMINATION OF EMPLOYMENT BENEFITS.  If the
nonforfeitable portion of the Member's Account exceeds or ever exceeded
$3,500 and is not "immediately distributable", distributions of benefits
payable under subsection 8(d) shall not commence unless the Member consents
to such distribution in writing.  The Committee shall notify the Member of
his right to defer said distribution, subject to the limitations of
subsections 9(a)(ii) below.

                    If the Member does not consent to distribution, his
Account shall be retained in the Fund until such later date as the Member
requests distribution.  If the Member does not request distribution prior
to his Normal Retirement Date or death, distribution shall commence as soon
after the Valuation Date next following the first to occur of the Member's
Normal Retirement Date or death (provided the Committee receives notice of
the Member's death), as is administratively feasible.

               (ii) DEFERRAL LIMITATION.  In no event other than with the
written consent of the Member shall the payment of benefits commence later
than the sixtieth day after the close of the Plan Year in which the latest
of the following occurs:

                    (A)  the Member's Normal Retirement Date;

                    (B)  the Member's separation from service; or

                    (C)  the tenth anniversary of the year in which the
Member commenced participation in the Plan. 

                    Provided, however, distribution of benefits must
commence on or before the April 1st of the calendar year following the
calendar year in which the Member attains age 70 1/2.

               (iii)     DEATH BENEFIT DEFERRAL LIMITATION.  The payment of
death benefits under the Plan shall commence as soon after the Valuation
Date following the Member's death as is administratively feasible or as the
Member's beneficiary elects, subject to the limitation of subsection
9(b)(ii).

          (b)  BENEFIT FORM.

               (i)  RETIREMENT AND TERMINATION BENEFITS.  All benefits
shall be distributed in one lump sum, excepting Death benefits which shall
be paid in accordance with subsection 9(b)(ii) hereof.  Notwithstanding the
foregoing, all Members' Accounts shall continue to be adjusted under
subsection 6(g) through the Valuation Date coincident with or last
preceding distribution.

               (ii) DEATH BENEFITS.  Death benefits shall be distributed in
one lump sum or in installments over a period not extending beyond five
years of the Member's date of death.

               (iii)     IRC 401(a)(31) COMPLIANCE.

                    (A)  GENERAL RULE.  This subsection 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 subsection, a distributee may elect, at
the time and in the manner prescribed by the Committee, to have any portion
of an eligible rollover distribution paid directly to an eligible
retirement plan specified by the distributee in a direct rollover.

                    (B)  DEFINITIONS.

                         1.   ELIGIBLE ROLLOVER DISTRIBUTION.  An eligible
rollover distribution is any distribution of all or any portion of the
balance to the credit of the distributee, except that an eligible rollover
distribution does not include: 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 Section
401(a)(9) of the Code; and the portion of any distribution that is not
includible in gross income (determined without regard to the exclusion for
net unrealized appreciation with respect to employer securities).

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

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

                         4.   DIRECT ROLLOVER.  A direct rollover is a
payment by the Plan to the eligible retirement plan specified by the
distributee.

               (c)  ACCOUNT BALANCES LESS THAN $3,500.  If a terminated
Member's vested Account balance does not exceed nor ever exceeded $3,500 on
the Valuation Date coincident with or next following his termination, said
Member's Account may be immediately distributed without his consent.

               (d)  DEFINITIONS.  The following definitions shall apply to
this Section 7 and 9 hereof:

                    (i)  "Immediately distributable benefit" shall mean the
vested Account balance which could be distributed to a Member (or surviving
spouse) before said Member attains (or would have attained if not deceased)
the later of Normal Retirement Age or age 62.

                    (ii) "Spouse" (surviving spouse) shall mean the spouse
or surviving spouse of the  Member, provided that a former spouse will not
be treated as the spouse or surviving spouse if the Member re-marries
within 1 year of the annuity starting date, and remains married for the 1
year period ending on the date of death.

          (e)  WITHHOLDING.  All distributions under the plan are subject
to federal, state and local withholding as required by applicable law as in
effect from time to time.
<PAGE>
     10.  IN-SERVICE DISTRIBUTIONS
          (a)  AGE 59-1/2.  A Member who has attained age 59-1/2 shall have
the right to withdraw all or a portion of his Salary Deferral Account and
Rollover Account as of the Valuation Date next following the Member's
timely delivery of request for withdrawal to the Committee.

          (b)  HARDSHIP.  A Member shall have the right to request an
in-service distribution from his vested Account balance for purposes of
hardship.  A distribution is on account of hardship only if the
distribution both (i) is made on account of an immediate and heavy
financial need of the Member and (ii) is necessary to satisfy such
financial need.

          (c)  NEED.  A distribution shall be deemed to be made on account
of an immediate and heavy financial need of the Member if the distribution
is on account of (i) medical expenses described in Section 213(d) of the
Code incurred or necessary to obtain medical care by the Member, the
Member's spouse or any dependent of the Member (as defined in Section 152
of the Code); (ii) purchase (excluding mortgage payments) of a principal
residence for the Member; (iii) payment of tuition for the next 12 months
of post-secondary education for the Member, the Member's spouse, child or
any dependent of the Member (as defined in Section 152 of the Code); or
(iv) the need to prevent the eviction of the Member from his principal
residence or foreclosure on the mortgage of the Member's principal
residence.  Further, the Committee, according to uniform rules, may find
that an immediate and heavy financial need exists in other circumstances
where it concludes that the elimination of the need is necessary to
preserve the health or well-being of the Member, his spouse or a dependent
of the Member as defined in Section 152 of the Code.

          (d)  SATISFACTION OF NEED.  A distribution will be deemed to be
necessary to satisfy an immediate and heavy financial need of a Member only
if all of the requirements or conditions set forth below are satisfied or
agreed to by the Member, as appropriate.

               (i)  The distribution is not in excess of the amount of the
immediate and heavy financial need of the Member, including, if requested,
any amounts necessary to pay the income and excise taxes arising on account
of the distribution.

               (ii) The Member has obtained all distributions, other than
hardship distributions, and all non-taxable loans currently available under
all plans subject to Section 415 of the Code maintained by the Company and
any Related Entity.

               (iii)     The Member's elective contributions under this
Plan and each other plan subject to Section 415 of the Code maintained by
the Company or a Related Entity in which the Member participates are
suspended for twelve full calendar months after receipt of the
distribution.

               (iv) The Member does not make elective contributions under
this Plan or any other plan maintained by the Company or a Related Entity
for the year immediately following the taxable year of the hardship
distribution in excess of the applicable limit under Section 402(g) of the
Code for such next taxable year reduced by the amount of the Member's
elective contributions for the taxable year of the hardship distribution.

          (e)  LIMITATION.  Distributions from a Member's Salary Deferral
Account made on account of hardship shall be limited to the sum of (i) the
Member's elective contributions under the plan and (ii) income allocable to
such contributions credited to the Member's account as of December 31,
1988.  No more than one distribution may be made to any Member under this
Section in any 12-month period.  Any distribution must be for a minimum of
$500 or, if less, the maximum distribution allowed pursuant to this
subsection.  Distributions shall be subject to the withholding requirements
of subsection 9(e).
<PAGE>
     11.  LOANS
          (a)  COMMITTEE DISCRETION.  The Committee, in its discretion,
shall have the right to direct that a bona fide loan be made from a
Member's vested Account balance to any Member who requests the same.  For
purposes of this Section 11, the term "Member" shall also include
beneficiaries and terminated employees with deferred vested account
balances who are "parties in interest" as defined in Section 3 of ERISA. 
All such loans shall be subject to the requirements of this Section and
such other rules which the Committee shall from time to time prescribe. 
Eligibility for and the rules with respect to loans shall be uniformly
applied to all Members.  Nothing in this Section shall require the
Committee to make loans available to Members.

          (b)  MINIMUM REQUIREMENTS.  To the extent the Committee
authorizes loans to Members, such loans shall be subject to the following
rules:

               (i)  PRINCIPAL AMOUNT.  The principal amount of the loan to
a Member shall be subject to a minimum of one thousand dollars and may not
exceed, when added to the outstanding balance of all other loans to the
Member from the Plan, the lesser of (A) $50,000, reduced by the excess of
the highest outstanding balance of loans to the Member from the Plan during
the one-year period ending on the day before the date on which such loan
was made over the outstanding balance of loans to the Member from the Plan
on the date on which such loan is so made or (B) 50% of the Member's
nonforfeitable Account on the Valuation Date last preceding the date on
which the loan is made.

               (ii) MAXIMUM TERM.  Generally, the term of the loan may not
exceed five years.  However, if the Member demonstrates that the purpose of
a loan is to acquire a principal residence for the Member, then the maximum
term shall be for a reasonable period of years. 

               (iii)     INTEREST RATE.  The interest rate shall be
determined by the Committee from time to time at a rate equivalent to that
charged by major financial institutions in the community for comparable
loans at the time the loan is made.

               (iv) REPAYMENT.  The loan shall be repaid over its term in
level installment payments made at least quarterly.  If the Member is an
active employee, the payments shall correspond to the Member's payroll
period.  As a condition precedent to approval of the loan, the Member shall
be required to authorize payroll withholding in the amount of each
installment.  Prepayment of the entire outstanding balance of a loan may be
made at any time; however, the Member shall  not be eligible for a new loan
until three months after the loan has been prepaid.

               (v)  COLLATERAL.  The loan shall be secured by the Member's
Account to the extent of the principal amount of the loan plus accrued
interest.  No more than 50% of the Member's vested Account balance may be
used to secure a loan.  The Committee, according to a uniform rule, may
require a Member to post additional collateral to secure a loan.

               (vi) DISTRIBUTION OF ACCOUNT.  If the nonforfeitable portion
of a Member's Account is to be distributed prior to the Member's payment of
all principal and accrued interest due on any loan to such Member, the
distribution shall include as an offset the amount of unpaid principal and
interest due on the loan.

               (vii)     NOTES.  All loans shall be evidenced by a note
containing such terms and conditions as the Committee shall require.

               (viii)    MULTIPLE LOANS.  A Member shall be permitted only
one outstanding loan at any time.

          (c)  ACCOUNTING.  The principal amount of any loan shall be
treated as a separate earmarked investment of the borrowing Member.  All
payments of principal and interest with respect to such loan shall be
credited to a separate account for the borrowing Member until redeposited
into the Fund in accordance with the Member's election.
<PAGE>
     12.  TITLE TO ASSETS.
          No person or entity shall have any legal or equitable right or
interest in the contributions made by any Participating Company, or
otherwise received into the Fund, or in any assets of the Fund, except as
expressly provided in the Plan.
<PAGE>
     13.  AMENDMENT AND TERMINATION
          (a)  AMENDMENT.  In accordance with the provisions of subsection
2(e)(i) hereof, the provisions of this Plan may be amended by the Company
from time to time and at any time in whole or in part, provided that no
amendment shall be effective unless the Plan as so amended shall be for the
exclusive benefit of the Members and their beneficiaries.  No amendment to
the Plan shall be effective to the extent that it has the effect of
decreasing a Member's Account balance or eliminating an optional form of
benefit, with respect to benefits attributable to service before the
amendment.  Furthermore, if the vesting schedule of the Plan is amended, in
the case of an Employee who is a Member as of the later of the date such
amendment is adopted or the date it becomes effective, the nonforfeitable
percentage (determined as of such date) of such Employee's right to his
Account balance will not be less than his percentage computed under the
plan without regard to such amendment.

          (b)  TERMINATION.  While it is the Company's intention to
continue the Plan in operation indefinitely, the right is, nevertheless,
expressly reserved to terminate the Plan in whole or in part or discontinue
contributions in the event of unforeseen conditions.  Any such termination,
partial termination or discontinuance of contributions shall be effected
only upon condition that such action is taken as shall render it impossible
for any part of the corpus of the Fund or the income therefrom to be used
for, or diverted to, purposes other than the exclusive benefit of the
Members and their beneficiaries.

          (c)  CONDUCT ON TERMINATION.  If the Plan is to be terminated at
any time without establishment of a successor plan, the Company shall give
written notice to the Trustee which shall thereupon revalue the assets of
the Fund and the accounts of the Members as of the date of termination,
partial termination or discontinuance of contributions and, after
discharging and satisfying any obligations of the Plan, shall allocate all
unallocated assets to the Accounts of the Members at the date of
termination, partial termination or discontinuance of contributions as
provided for in Section 6.  Upon termination, partial termination or
discontinuance of contributions the Accounts of Members affected thereby
shall be nonforfeitable.  The Committee, in its sole discretion, shall
instruct the Trustee either (i) to pay over to each affected Member his
Account or (ii) to continue to control and manage the Fund for the  benefit
of the Members to whom distributions will be made in later periods at the
time provided in Section 8 and in the manner provided in Section 9.  For
purposes of this paragraph, "successor plan" shall be as defined in Code
Section 1.401(k) - 1(d)(3).
<PAGE>
     14.  LIMITATION OF RIGHTS
          (a)  ALIENATION.  None of the payments, benefits or rights of any
Member shall be subject to any claim of any creditor of such Member and, in
particular, to the fullest extent permitted by law, shall be free from
attachment, garnishment, trustee's process, or any other legal or equitable
process available to any creditor of such Member.  No Member shall have the
right to alienate, anticipate, commute, pledge, encumber or assign any of
the benefits or payments which he may expect to receive, contingently or
otherwise, under this Plan, except the right to designate a beneficiary or
beneficiaries as hereinabove provided.  For purposes of this subsection,
neither a loan made to a Member nor the pledging of the Member's Account as
security therefor, both pursuant to Section 11, shall be treated as an
assignment or alienation unless such loan is subject to the tax imposed by
Section 4975 of the Code.

          (b)  QUALIFIED DOMESTIC RELATIONS ORDER EXCEPTION.  Subsection
l4(a) shall not apply to the creation, assignment or recognition of a right
to any benefit payable with respect to a Member under a qualified domestic
relations order within the meaning of Section 414(p) of the Code.

               In the case of any payment before a Member has separated
from service, such an order may require that payment of benefits be made to
an Alternate Payee prior to the date on which the Member is entitled to a
distribution under the Plan, regardless of whether the Member has attained
the earliest retirement age under Section 414(p)(4) of the Code.  However,
if the present value of the amount awarded to the Alternate Payee by the
qualified domestic relations order is greater than three thousand five
hundred dollars ($3,500), the Alternate Payee must consent in writing
before an immediate distribution may be made.

               Payment made pursuant to this subsection may be made to the
Alternate Payee:

               (i)  as if the Member had retired on the date on which
payments are to begin, based on the Account balances actually credited, and
not considering any Participating Company subsidy for early retirement, and

               (2)  in any form in which such benefits may be paid under
the Plan to the Member (other than in the form of a joint and survivor
annuity with  respect to the Alternate Payee and such Payee's subsequent
spouse).

               For purposes of this subsection, "Alternate Payee" shall
mean the spouse, former spouse, child or other dependent of a Member who is
recognized by a Qualified Domestic Relations Order as having a right to
receive all, or a portion of, the benefits payable under the Plan with
respect to a Member.

          (c)  EMPLOYMENT.  Neither the establishment of the Plan, nor any
modification thereof, nor the creation of any fund, trust or account, nor
the payment of any benefit shall be construed as giving any Member or
Employee, or any person whomsoever, any legal or equitable right against
any Participating Company, the Trustee or the Committee, unless such right
shall be specifically provided for in the Trust Agreement or the Plan or
conferred by affirmative action of the Committee or the Company in
accordance with the terms and provisions of the Plan or as giving any
Member or Employee the right to be retained in the employ of any
Participating Company. All Members and other Employees shall remain subject
to discharge to the same extent as if the Plan had never been adopted.
<PAGE>
     15.  MERGERS, CONSOLIDATIONS OR TRANSFERS OF PLAN ASSETS
          In the case of any Plan merger or Plan consolidation with, or
transfer of assets or liabilities of the Plan to, any other qualified
retirement plan, each Member in the Plan must be entitled to receive a
benefit immediately after the merger, consolidation, or transfer (if the
Plan were then to terminate) which is equal to or greater than the benefit
he would have been entitled to receive immediately before the merger,
consolidation, or transfer (if the Plan had been terminated).
<PAGE>
     16.  PARTICIPATION BY RELATED ENTITIES

          (a)  COMMENCEMENT.  Any entity which is a Related Entity with
respect to the Company may, with the permission of the Board of Directors,
elect to adopt this Plan and the accompanying Trust Agreement.

          (b)  TERMINATION.  The Company may, by action of the Board of
Directors, determine at any time that any such Participating Company shall
withdraw and establish a separate plan and fund.  The withdrawal shall be
effected by a duly executed instrument delivered to the Trustee instructing
it to segregate the assets of the Fund allocable to the Employees of such
Participating Company and pay them over to the separate fund.

          (c)  SINGLE PLAN.  The Plan shall at all times be administered
and interpreted as a single plan for the benefit of the Employees of all
Participating Companies.

          (d)  DELEGATION OF AUTHORITY.  Each Participating Company, by
adopting the Plan, acknowledges that the Company has all the rights and
duties thereof under the Plan and the Trust Agreement, including the right
to amend the same.

          (e)  DISPOSITION OF ASSETS OR SUBSIDIARY.  Distributions may be
made in connection with the Company's disposition of assets or a subsidiary
to those Members who continue in employment with the purchaser of the
assets or with the subsidiary, provided that the purchaser or the
subsidiary does not maintain the Plan after the disposition.

          (f)  FORM OF DISTRIBUTIONS.  All distributions made pursuant to
this Section 16 shall be lump sum distributions as defined in Code Section
402(d)(4), without regard to subparagraphs (A)(i) through (iv), (B), and
(F) of said Code Section.
<PAGE>
     17.  TOP-HEAVY REQUIREMENTS
          (a)  GENERAL RULE.  For any Plan Year in which the Plan is a
top-heavy plan or included in a top-heavy group as determined under this
Section, the special requirements of this Section shall apply.  The Plan
shall be a top-heavy plan (if it is not included in an "aggregation group")
or a plan included in a top-heavy group (if it is included in an
"aggregation group") with respect to any Plan Year if the sum as of the
"determination date" of the "cumulative accounts" of "key employees" for
the Plan Year exceeds 60% of a similar sum determined for all "employees",
excluding "employees" who were "key employees" in prior Plan Years only.

          (b)  DEFINITIONS. For purposes of this Section, the following
definitions shall apply to be interpreted in accordance with the provisions
of Section 416 of the Code and the regulations thereunder.

               (i)  "AGGREGATION GROUP" shall mean the plans of each
Participating Company or a Related Entity included below:

                    (A)  each such plan in which a "key employee" is a
participant;

                    (B)  each other such plan which enables any plan in
subsection (A) above to meet the requirements of Section 401(a)(4) or 410
of the Code;

                    (C)  each other plan not required to be included in the
"aggregation group" which the Company elects to include in the "aggregation
group" in accordance with the "permissive aggregation group" rules of the
Code if such group would continue to meet the requirements of Sections
401(a)(4) and 410 of the Code withsuch plan being taken into account; and

                    (D)  each terminated plan of the Company that was
maintained within the last five (5) years ending on the "determination
date".

               (ii) "CUMULATIVE ACCOUNT" for any "employee" shall mean the
sum of the amount of his accounts under this Plan plus all defined
contribution plans included in the "aggregation group" (if any) as of the
most recent valuation date for each such plan within a twelve-month period
ending on the "determination date", increased by any contributions due
after such valuation date and before the "determination date" plus the
present value of his accrued benefit under all defined benefit pension
plans included in the "aggregation group" (if any) as of the "determination
date".  For a defined benefit plan, the present value of the accrued
benefit as of any particular  determination date shall be the amount
determined under (A) the method, if any, that uniformly applies for accrual
purposes under all plans maintained by the Participating Companies and all
Related Entities, or (B) if there is no such method, as if such benefit
accrued not more rapidly than under the slowest accrual rate permitted
under the fractional accrual rule of Section 411(b)(1)(C) of the Code, as
of the most recent valuation date for the defined benefit plan, under
actuarial equivalent factors specified therein, which is within a
twelve-month period ending on the determination date.  For this purpose,
the valuation date shall be the date for computing plan costs for purposes
of determining the minimum funding requirement under Section 412 of the
Code.  "Cumulative accounts" of "employees" who have not performed an Hour
of Service for any Participating Company or Related Entity for the
five-year period ending on the "determination date" shall be disregarded. 
An "employee's" "cumulative account" shall be increased by the aggregate
distributions during the five-year period ending on the "determination
date" made with respect to him under any plan in the "aggregation group". 
Rollovers and direct plan-to-plan transfers to this Plan or to a plan in
the "aggregation group" shall be included in the "employee's" "cumulative
account" unless the transfer is initiated by the "employee" and made from a
plan maintained by an employer which is not a Participating Company or
Related Entity.

               (iii)     "DETERMINATION DATE" shall mean with respect to
any Plan Year the last day of the preceding Plan Year; however, for the
first Plan Year the term shall mean the last day of such Plan Year.

               (iv) "EMPLOYEE" shall mean any person (including a
beneficiary thereof) who has or had an Account held under this Plan or a
plan in the "aggregation group" including this Plan at any time during the
Plan Year or any of the four preceding Plan Years.  Any "employee" other
than a "key-employee" described in subsection 17(b)(v) shall be considered
a "non-key employee" for purposes of this Section 17.

               (v)  "KEY EMPLOYEE" shall mean any "employee" or former
"employee" (including a beneficiary thereof) who is, at any time during the
Plan Year, or was, during any one of the four preceding Plan Years any one
or more of the following:

                    (A)  an officer of a Participating Company or a Related
Entity whose annual compensation (as defined in subsection 17(b)(vi))
exceeds 50% of the dollar limitation in effect under Section 415(b)(1)(A)
of the Code, unless 50 other such officers (or, if lesser, a number of such
officers equal to the greater of three or 10% of the "employees") have
higher annual compensation;

                    (B)  one of the ten persons employed by a Participating
Company or Related Entity having annual compensation (as defined below)
greater than the limitation in effect under Section 415(c)(1)(A) of the
Code, and owning (or considered as owning within the meaning of Section 318
of the Code) more than 1/2% interest as well as one of the largest
interests in all  Participating Companies or Related Entities.  For
purposes of this subsection (B), if two "employees" have the same interest,
the one with the greater compensation shall be treated as owning the larger
interest;

                    (C)  any person owning (or considered as owning within
the meaning of Section 318 of the Code) more than 5% of the outstanding
stock of a Participating Company or a Related Entity or stock possessing
more than 5% of the total combined voting power of such stock;

                    (D)  a person who would be described in subsection (C)
above if 1% were substituted for 5% each place the same appears in
subsection (C) above, and who has annual compensation of more than
$150,000.

                    For purposes of determining ownership under this
subsection, Section 318(a)(2)(C) of the Code shall be applied by
substituting 5% for 50%.

               (vi) "COMPENSATION"  For purposes of this Section 17,
"compensation" shall mean compensation as defined in Section 415(c)(3) of
the Code, but including amounts contributed by the employer pursuant to a
salary reduction agreement which are excludable from the Employee's gross
income under Section 125, Section 402(a)(8), Section 402(h) or Section
403(b) of the Code.

          (c)  COMBINED BENEFIT LIMITATION.  For purposes of the
calculation of the combined limitation of subsection 5(c), "1.0" shall be
substituted for "1.25" each place the same appears in that subsection if
either (i) the "cumulative accounts" of "key employees" exceeds 90% of the
aggregate for all "employees" or (ii) the Participating Companies'
contribution allocated to Members who are not "key employees" does not at
least equal 4% of compensation (as defined in subsection 5(d)) or the
minimum defined benefit under a defined benefit plan does not meet the
requirement of Section 416(h)(2)(A)(ii) of the Code.


          (d)  VESTING.  The schedule set forth below shall  be substituted
for the schedule contained in subsection 8(d)(ii) to the extent it provides
for more rapid vesting.
                                             NONFORFEITABLE
              YEARS OF SERVICE                 PERCENTAGE
              ________________                 __________
                Less than 2 years                    0%
    2 years but less than 3 years                   20%
    3 years but less than 4 years                   40%
    4 years but less than 5 years                   60%
    5 years but less than 6 years                   80%
    6 years or more                                100%

                    The schedule above shall apply to all benefits accrued
as of the date the schedule becomes effective and all benefits accrued for
Plan Years thereafter to which this Section applies.  If the Plan ceases to
be top-heavy, no benefit which became nonforfeitable under the schedule
above shall become forfeitable.   For Members with three Years of Service
or more, the schedule shall continue to apply to  future accruals to the
extent it provides for more rapid vesting.

               (e)  MINIMUM CONTRIBUTION.  Minimum Participating Company
contributions and forfeitures for a Member who is not a "key employee"
shall be required in an amount equal to the lesser of 3% of compensation
(as defined in subsection 17(b)(vi) herein) or the highest percentage of
Participating Company contributions and forfeitures expressed as a
percentage of the first $200,000 (or an increased amount permitted under a
cost of living adjustment), contributed for any "key employee" under
Section 4.  (Effective for Plan Years beginning after December 31, 1993,
the $200,000 limitation shall be reduced to $150,000 or any indexed amount
pursuant to Code Section 401(a)(17).)  If the highest rate allocated to a
"key employee" for a year in which the plan is top heavy is less than 3%,
amounts attributable to a salary reduction shall be included in determining
contributions made on behalf of "key employees."  For purposes of this
subsection, employer social security contributions shall be disregarded. 
Each "non-key employee" of a Participating Company who has not separated
from service at the end of the Plan Year and who has satisfied the
eligibility requirements of subsection 3(a) shall receive any minimum
contribution provided under this Section 17 without regard to (i) whether
he is credited with 1,000 Hours of Service in the Plan Year (ii) earnings
level for the Plan Year or (iii) whether he elects to make contributions
under subsection 4(a).  If an "employee" participates in both a defined
benefit plan and a defined contribution plan, the minimum benefit shall be
provided under the defined benefit plan.  If an "employee" participates in
another defined contribution plan, the minimum benefit shall be provided
under the other defined contribution plan.
<PAGE>
     18.  MISCELLANEOUS
          (a)  INCAPACITY.  If the Committee determines that a person
entitled to receive any benefit payment is under a legal disability or is
incapacitated in any way so as to be unable to manage his financial
affairs, the Committee may make payments to such person for his benefit, or
apply the payments for the benefit of such person in such manner as the
Committee considers advisable.  Any payment of a benefit in accordance with
the provisions of this subsection shall be a complete discharge of any
liability to make such payment.

          (b)  REVERSIONS.  In no event, except as provided herein, shall
the Trustee return to a Participating Company any amount contributed by it
to the Plan.

               (i)  MISTAKE OF FACT.  In the case of a contribution made by
a good faith mistake of fact, the Trustee shall return the erroneous
portion of the contribution, without increase for investment earnings, but
with decrease for investment losses, if any, within one year after payment
of the contribution to the Fund.

               (ii) DEDUCTIBILITY.  To the extent deduction of any
contribution determined by the Company in good faith to be deductible is
disallowed, the Trustee, at the option of the Company, shall return that
portion of the contribution, without increase for investment earnings but
with decrease for investment losses, if any, for which deduction has been
disallowed within one year after the disallowance of the deduction.

               (iii)     INITIAL QUALIFICATION.  In the event there is a
determination that the Plan does not initially satisfy all applicable
requirements of Section 401 of the Code, all contributions made by a
Participating Company incident to that initial qualification shall be
returned to the Participating Company by the Trustee within one year after
the date on which the initial qualification is denied, but only if the
Company submitted an application for such initial determination by the due
date of the Company's income tax return for the taxable year in which the
Plan was adopted, or such later date as the Secretary may prescribe.

               (iv) LIMITATION.  No return of contribution shall be made
under this subsection which adversely affects the Plan's qualified status
under regulations, rulings or other published positions of the Internal
Revenue Service or reduces a Member's Account below the amount it would
have been had such contribution not been made.

                    This subsection shall not preclude refunds made in
accordance with subsections 4(b)(i), 4(d)(iii) and 4(g)(ii).

          (c)  EMPLOYEE DATA.  The Committee or the Trustee may require
that each Employee provide such data as it deems necessary upon his
becoming a Member in the Plan.  Each Employee, upon becoming a Member,
shall be deemed to have approved of and to have acquiesced in  each and
every provision of the Plan for himself, his personal representatives,
distributees, legatees, assigns, and beneficiaries.

          (d)  LAW GOVERNING.  This Plan shall be construed, administered
and applied in a manner consistent with the laws of the State of New York.

          (e)  PRONOUNS.  The use of the masculine pronoun shall be
extended to include the feminine gender wherever appropriate.

          (f)  INTERPRETATION.  The Plan is a profit sharing plan including
a qualified, tax exempt trust under Sections 401(a) and 501(a) of the Code
and a qualified cash or deferred arrangement under Section 401(k)(2) of the
Code.  The Plan shall be interpreted in a manner consistent with its
satisfaction of all requirements of the Code applicable to such a plan.<PAGE>
     
IN WITNESS WHEREOF, and as evidence of the adoption of this Plan by
the Company, it has caused the same to be signed by its officers thereunto
duly authorized, and its corporate seal to be affixed thereto, this 14th
day of December, 1994.

Attest:                            NEW PLAN REALTY TRUST


 /s/ Steven F. Siegel                        By   /s/ William Newman
_____________________                             ___________________

Secretary                                            Name: William Newman

                                        Title: Chief Executive Officer

[Corporate Seal]
<PAGE>
              APPENDIX A - TRA `86 COMPLIANCE EFFECTIVE DATES


The following Plan provisions have the Effective Dates listed below in
compliance with Sections 401 and 403(a) of the Internal Revenue Code, as
amended by the Tax Reform Act of 1986, the Omnibus Budget Reconciliation
Act of 1986, the Omnibus Budget Reconciliation Act of 1987, the Technical
and Miscellaneous Revenue Act of 1988, the Omnibus Budget Reconciliation
Act of 1989, the Omnibus Budget Reconciliation Act of 1993 and pertaining
to the status of any related trusts under Section 501(a):


PLAN 
SECTION         PROVISION           EFFECTIVE DATE
_________ ______________________________     ____________________________
1(i) Inclusion of 401(k) contri-   First day of 1987 Plan Year
     butions in definition of 
     "compensation" for all Plan 
     Sections

1(i) Compensation limited to  First day of 1989 Plan Year and
     $200,000for benefit accrual   first day of 1994 Plan Year, 
     and contribution allocation   respectively
     (with COLA adjustments); 
     Compensation limited to 
     $150,000 (with COLA 
     adjustments)  

1(l) Definition of "leased    January 1, 1987
     employee" and its inclusion 
     in the definition of 
     "Employee"     

1(o) Aggregation of Family Members      First day of 1987 Plan Year
     with Highly Compensated 
     Employees 

1(r) Definition of "Highly Compen- First day of 1987 Plan Year
     sated Employee"

3(a) 1 year maximum waiting period      First day of 1989 Plan Year
     for eligibility to make 401(k) 
     contributions

PLAN 
SECTION         PROVISION                      EFFECTIVE DATE
_________ ______________________________     ____________________________

4(b) Elective deferral limit (with      January 1, 1987
     COLA adjustments) and rules 
     for processing refunds

4(d) 401(k) discrimination testing,     First day of 1987 Plan Year
     rules for determining and 
     refunding excess contri-
     butions, et al

4(g)(i)-  401(m) discrimination testing,     First day of 1987 Plan Year
(vii)     rules for determining and 
     refunding excess aggregate 
     contributions, et al

4(g)(viii)     Multiple use discrimination   All Plan Years beginning after
     test (as modified by Revenue  December 31, 1988 or such later
     Procedure 89-65)    date provided in 1.401(m)-1(g)
          

5    Definition of "Annual    First day of 1987 Plan Year
     Additions"

9(a)(ii)  Date of commencement for      January 1, 1989
     Required Minimum Distribution

10   Rules for hardship  First day of 1989 Plan Year
     distributions

11   Rules for qualified plan loans     First day of 1989 Plan Year

11(b)(iv) Loan repayment provisions     Loans made, renewed,
          renegotiated, modified or
          extended on or after 
          January 1, 1987

17(b)(ii)      Fractional accrual rule for   First day of 1987 Plan Year
     determination of Top Heavy 
     status

<PAGE>
                           EXHIBIT 5.1

Internal Revenue Service           Department of the Treasury

District                           10 MetroTech Center
Director                           625 Fulton Street
                                   Brooklyn, NY 11201

                                   Date:  March 22, 1993

Preferred Benefit Corporation      Specialist Name:
550 Pinetown                         Charlotte Allonder
Suite 450                          Telephone Number:
Fort Washington, PA  19034           (203) 773-2759
                                   Plan Name:  Preferred Benefit
                                   Corporation Volume Submitter
                                   Specimen 401(k) Plan - #801


                                   Date of Amendment:
                                     November 20, 1992


Sir/Madam:

The form of the above identified plan has been previously
approved for use as a volume submission plan in the Brooklyn
District, and was identified as Volume Submission Plan #D8110875.

The amendment to the form of the plan identified above is
acceptable under section 401(a) of the Internal Revenue Code. 
This amendment provides the changes as noted in Revenue Procedure
92-41 Section 5.05 (2), (3), (4), (6) & (7).

With the inclusion of this amendment the form of the plan
continues to be an approved volume submission plan, and will be
identified as Volume Submission Plan #D8110875A.

The issuance of this volume submitted letter affords adopting
employers no reliance.  In order to ensure reliance the employer
must apply or a determination letter from each individual key
district office, and each adopting employer must individually
amend the plan to remain in compliance.

This letter relates only to the acceptability of the form of the
plan under the Internal Revenue Code.  It is not a determination
of the effect of other Federal or local statutes.

                                   Sincerely yours,


                                   Chief, EP/EO Review Staff<PAGE>
                


                                     EXHIBIT 23.1

Eichler Bergsman & Co., LLP
Certified Public Accountants
404 Park Avenue South - New York, New York 10016
Tel 212-447-9001  Fax 212-447-9006


               CONSENT OF INDEPENDENT ACCOUNTANTS


     We consent to the incorporation by reference in this
Registration Statement on From S-8 of our report dated August 19,
1994, on our audit of the Historical Summary of Revenues and
Certain Operating Expenses of certain properties acquired by New
Plan Realty Trust (the "Trust") for the year ending October 31,
1993, which are included in the Reports on Form 8-K/A of the
Trust dated September 1, 1994.  We also consent to the
incorporation by reference in this Registration Statement on Form
S-8 of our report dated October 4, 1994, on our audit of the
Historical Summary of Revenues and Certain Operating Expenses of
certain properties acquired by the Trust for the year ended
December 31, 1993, which are included in the Report of Form 8-K/A
of the Trust dated October 6, 1994.  We also consent to the
reference to our firm under the caption "Experts" in the
Prospectus and this Registration Statement of Form S-8.




                                   EICHLER, BERGSMAN & CO., LLP

New York, New York
February 28, 1995
<PAGE>
                          EXHIBIT 23.2


Coopers                            Coopers & Lybrand L.L.P.
& Lybrand
                                   a professional services firm


               CONSENT OF INDEPENDENT ACCOUNTANTS

                    ________________________



We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated September 23, 1994, on
our audits of the consolidated financial statements and financial
statement schedules of New Plan Realty Trust (the "Trust") as of
July 31, 1994 and 1993 and for each of the three years in the
period ended July 31, 1994, which are included in the Annual
Report on Form 10-K of the Trust for the year ended July 31,
1994.




                                   COOPERS & LYBRAND L.L.P.


New York, New York
March 9, 1995
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 172078}]
{"company-data": {"conformed-name": "NEW PLAN REALTY TRUST", "cik": "0000071519", "assigned-sic": "6798", "irs-number": "131995781", "state-of-incorporation": "MA", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59077", "film-number": "95534432"}, "business-address": {"street1": "1120 AVE OF THE AMERICAS", "city": "NEW YORK", "state": "NY", "zip": "10036", "phone": "2128693000"}, "mail-address": {"street2": "1120 AVENUE OF THE AMERICAS", "city": "NEW YORK", "state": "NY", "zip": "10036"}}
As filed with the Securities and Exchange Commission on May 4, 1995
                                      Registration No. 33-          
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                              __________________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                              __________________

                             NEW PLAN REALTY TRUST
            (Exact name of registrant as specified in its charter)

             Massachusetts                       13-1995781
    (State or other jurisdiction of           (I.R.S. employer
    incorporation or organization)           identification no.)

                          1120 Avenue of the Americas
                           New York, New York  10036
                                (212) 869-3000
   (Address, including zip code and telephone number of principal executive
offices)

New Plan Realty Trust
Retirement Savings Plan
(Full title of the plan)
_________________________

William Newman
Chief Executive Officer
New Plan Realty Trust
1120 Avenue of the Americas
New York, New York  10036
(Name, address, including zip code, of agent for service)

(212) 869-3000
(Telephone number, including area code,
of agent for service)
_________________________

Copies to:

Eric I Cohen, Esq.
Robinson Silverman Pearce Aronsohn & Berman
1290 Avenue of the Americas
New York, New York  10104

Approximate date of proposed sale to public:
From time to time after the effective date of this Registration Statement

                         CALCULATION OF REGISTRATION FEE

Title of Each                
Class of Sec-                Proposed Maximum Proposed Maximum    Amount of
urities to     Amount to be  Offering Price   Aggregate Offering  Registration
be Registered  Registered(1) Per Unit (1)     Price (1)           Fee 
- -------------  ------------- ---------------- ------------------  ------------
Shares of
Beneficial 
Interest
par 
value $.01     150,000       $20.875          $3,131,250          $1,079.74

Interests 
in the
Plan           (2)           (2)              (2)                 (2)

     (1)  Estimated solely for purposes of calculating the registration fee. 
     Pursuant to Rules 457(c) and 457(h), the offering price and registration
     fee is computed on the basis of the average of the high and low prices
     reported on the New York Stock Exchange on April 28, 1995. 

     (2)  In addition, pursuant to Rule 416(c) under the Securities Act of
     1933, as amended (the "Securities Act"), this Registration Statement also
     covers an indeterminate amount of interests in the Plan to be offered or
     sold pursuant to the Plan, such interests constituting separate securities
     required to be Registered under the Securities Act and not requiring a
     separate registration fee.
PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 and 2. Plan Information; Registrant Information and Retirement
               Savings Plan Annual Information

          The document(s) containing the information specified in the
instructions to Part I of Form S-8 will be sent or given to participants in
the Plan as specified by Rule 428(b)(1).

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

          The following documents filed by New Plan Realty Trust, an
unincorporated Massachusetts business trust (the "Trust"), with the
Securities and Exchange Commission (the "Commission") are incorporated in
this Registration Statement by reference:

          1.   The Trust's Annual Report on Form 10-K for the year ended
July 31, 1994, filed with the Commission October 14, 1994.

          2.   Amendment No. 1 to the Trust's Form 10-K on Form 10-K/A,
filed with the Commission on December 12, 1994. 

          3.   Amendment No. 2 to the Trust's Form 10-K on Form 10-K/A,
filed with the Commission on February 14, 1995.

          4.   The Trust's Quarterly Reports on Form 10-Q for fiscal
quarters ended October 31, 1994 and January 31, 1995. 

          5.   Amendment No. 1 to the Trust's Form 8-K of July 14, 1994 on
Form 8-K/A, filed with the Commission on September 1, 1994.

          6.   Amendment No. 2 to the Trust's Form 8-K of July 14, 1994 on
Form 8-K/A, filed with the Commission on March 23, 1995.

          7.   The Trust's Current Report on Form 8-K, filed with the
Commission on August 8, 1994.

          8.   Amendment No. 1 to the Trust's Form 8-K of August 8, 1994 on
Form 8-K/A, filed with the Commission on October 6, 1994.

          9.   Amendment No. 2 to the Trust's Form 8-K of August 8, 1994 on
Form  8-K/A, filed with the Commission on March 23, 1995.

          10.  The Trust's Current Report on Form 8-K, filed with the
Commission on March 28, 1995.

          11.  The description of the shares of beneficial interest
contained in Item 1 of the Registrant's Registration Statement on Form 8-A,
as amended, filed with the Commission on May 19, 1986. 

          All documents filed subsequent to the filing date of this
Registration Statement with the Commission by the Trust or the Plan
pursuant to Section 13(a), 13(c) 14 or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be part thereof from the date of filing of
such documents.  Any statement contained in a document incorporated or
deemed to be incorporated herein by reference shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed
document which also is, or is deemed to be incorporated by reference herein
modifies or supersedes such prior statement.  Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement, except as indicated
herein.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

          The Declaration of Trust, dated July 31, 1972, as amended, of New
Plan Realty Trust (the "Declaration of Trust") provides in substance that
no Trustee or officer is liable to the Trust, to a shareholder or to third
persons except for his own willful misconduct, bad faith, gross negligence
or reckless disregard of his duties.  The Declaration of Trust further
provides in substance that, with the exceptions stated above, a Trustee or
officer is entitled to be indemnified against all liability incurred in
connection with the affairs of the Trust.  The Declaration of Trust also
provides that no Trustee will be personally liable to the Trust or its
shareholders for monetary damages for breach of fiduciary duty as a Trustee
notwithstanding any provision of law imposing such liability, except for
liability (i) for any breach of the Trustee's duty of loyalty to the Trust
or its shareholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) for
obtaining an improper benefit, or (iv) for paying a dividend or making a
distribution to shareholders or a loan to officers or Trustees which is
illegal under the Massachusetts Business Corporation Law.  In addition, the
Declaration of Trust authorizes the Trustees to purchase and pay for
liability insurance to indemnify the Trustees and officers against certain
claims and liabilities.

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

Item 7.   Exemption from Registration Claimed.

          Restricted securities, if any, to be reoffered or resold pursuant
to this Registration Statement will be sold pursuant to a prospectus
included in this Registration Statement or pursuant to Section 4(1) of the
Securities Act or Rule 144 under the Securities Act, and were originally
issued by the Company pursuant to an exemption under Section 4(2) of the
Securities Act.

Item 8.   Exhibits.

4.1       Declaration of Trust, dated July 31, 1972, filed as Exhibit 3.1
          to Registration Statement No. 2-45633 (which, together with the
          following amendments, is incorporated herein by reference):
          (a)  Amendment #1, dated July 31, 1972, filed as Exhibit 3.1(a)
               to Registration Statement No. 2-45633.
          (b)  Amendment #2, dated August 1, 1972, filed as Exhibit 3.1(b)
               to Registration Statement No. 2-45633.
          (c)  Amendment #3, dated November 15, 1972, filed as Exhibit
               3.1(c) to Registration Statement No. 2-45633.
          (d)  Amendment #4, dated December 6, 1972, filed as Exhibit
               3.1(d) to Registration Statement No. 2-45633.
          (e)  Amendment #5, dated December 12, 1972, filed as Exhibit 1 to
               Registrant's Form 10-K for the fiscal year ended July 31,
               1973.
          (f)  Amendment #6, dated December 13, 1979, filed as Appendix A
               to Proxy Statement relating to Annual Meeting of
               Shareholders held on December 13, 1979.
          (g)  Amendment #7, dated July 9, 1981, filed as Appendix to Proxy
               Statement relating to Special Meeting of Shareholders held
               on July 9, 1981.
          (h)  Amendment #8, dated December 15, 1982, filed as Appendix A
               to Proxy Statement relating to Annual Meeting of
               Shareholders held on December 15, 1982.
          (i)  Amendment #9, dated December 10, 1985, filed as Appendix A
               to Proxy Statement relating to Annual Meeting of
               Shareholders held on December 10, 1985.
          (j)  Amendment #10, dated December 14, 1987, filed as Appendix A
               to Proxy Statement relating to Annual Meeting of
               Shareholders held on December 14, 1987.

 4.2      New Plan Realty Trust Retirement Savings Plan.

 5.1      Internal Revenue Service determination letter that the Plan is
          qualified under Section 401 of the Internal Revenue Code.

23.1      Consent of Eichler, Bergsman & Co., LLP.

23.2      Consent of Coopers & Lybrand L.L.P.

24.1      Power of Attorney (included on signature page of this
          Registration Statement).

Item 9.   Undertakings.

     1.   The undersigned registrant hereby undertakes:

          a.   To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

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

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

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

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

          b.   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.

          c.   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.

     2.   The undersigned registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in this
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.

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

          Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on
the 28th day of April, 1995.

                    NEW PLAN REALTY TRUST

                    By:  /s/ William Newman                           
                         --------------------------------
                         William Newman
                         Chief Executive Officer

          Pursuant to the requirements of the Securities Act, the Plan
administrator has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in New York City,
New York on April 28, 1995.

                    NEW PLAN REALTY TRUST RETIREMENT SAVINGS PLAN

                    By:  NEW PLAN REALTY TRUST, as Plan Administrator

                         By:    /s/ William Newman  
                                --------------------------------            

                               William Newman
                               Chief Executive Officer
SIGNATURES/ POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint William Newman and/ or
Arnold Laubich and each and any one of them, his true and lawful attorney-
in-fact and agent, 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, without limitation, post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other 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 any 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 of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

   Name                          Title                    Date

/s/ William Newman       Chairman of the Board,             
- -----------------        Chief Executive Officer            April 28, 1995
William Newman

 /s/ Arnold Laubich      President, Chief Operating 
- -------------------      Officer, Trustee                   
Arnold Laubich           Trustee                            April 28, 1995
                                                            

/s/ Michael I. Brown     Chief Financial                    
- --------------------     Officer, Controller
Michael I. Brown         (Principal Financial 
                         and Accounting Officer)            April 28, 1995

/s/ John Wetzler         Trustee                            April 28, 1995
- --------------------
John Wetzler

/s/ Gregory White        Trustee                            April 28, 1995
- --------------------
Gregory White

/s/ Melvin Newman        Trustee                            April 28, 1995
- --------------------
Melvin Newman

/s/ Raymond H. Bottorf                                      
- ----------------------   Trustee                            April 28, 1995
Raymond H. Bottorf

                         Trustee                            
- ----------------------
Norman Gold

/s/ James M. Steuterman  Executive Vice President, 
- ------------------------ Trustee                            April 28, 1995
James M. Steuterman      

/s/ Dean Bernstein       Vice President, - Adminisration    
- ------------------------ and Finaance, Trustee              April 28, 1995
Dean Bernstein
EXHIBIT INDEX

Exhibit                                           Page Number in Signed
  No.               Description                   Registration Statement
- -------             ------------                  ----------------------

     
   4.1    Declaration of Trust, dated July 31,
          1972, filed as Exhibit 3.1 to
          Registration Statement No. 2-45633
          (which, together with the following
          amendments, is incorporated herein by
          reference):
           (a) Amendment #1, dated July 31,
               1972, filed as Exhibit 3.1(a) to
               Registration Statement No.
               2-45633.
           (b) Amendment #2, dated August 1,
               1972, filed as Exhibit 3.1(b) to
               Registration Statement No. 2-
               45633. 
           (c) Amendment #3, dated November 15,
               1972, filed as Exhibit 3.1(c) to
               Registration Statement No.
               2-45633.
           (d) Amendment #4, dated December 6,
               1972, filed as Exhibit 3.1(d) to
               Registration Statement No. 2-
               45633.
           (e) Amendment #5, dated December 12,
               1972, filed as Exhibit 1 to
               Registrant's Form 10-K for the
               fiscal year ended July 31, 1973.
           (f) Amendment #6, dated December 13,
               1979, filed as Appendix A to
               Proxy Statement relating to
               Annual Meeting of Shareholders
               held on December 13, 1979.
           (g) Amendment #7, dated July 9,
               1981, filed as Appendix to Proxy
               Statement relating to Special
               Meeting of Shareholders held on
               July 9, 1981.
           (h) Amendment #8, dated December 15,
               1982, filed as Appendix A to
               Proxy Statement relating to
               Annual Meeting of Shareholders
               held on December 15, 1982.
           (i) Amendment #9, dated December 10,
               1985, filed as Appendix A to
               Proxy Statement relating to
               Annual Meeting of Shareholders
               held on December 10, 1985.
           (j) Amendment #10, dated December
               14, 1987, filed as Appendix A to
               Proxy Statement relating to
               Annual Meeting of Shareholders
               held on December 14, 1987.    

   4.2    New Plan Realty Trust Retirement
Savings Plan.  

   5.1    Internal Revenue Service
          determination letter that the Plan is
          qualified under Section 401 of the
          Internal Revenue Code.   

  23.1    Consent of Eichler, Bergsman & Co., LLP.     

  23.2    Consent of Coopers & Lybrand L.L.P.          

  24.1    Power of Attorney (included on signature page of this
          Registration Statement).
EXHIBIT 4.2

                           NEW PLAN REALTY TRUST
                          RETIREMENT SAVINGS PLAN
                         Effective August 1, 1989
              Amended and Restated Effective January 1, 1994
TABLE OF CONTENTS

SECTION                                                          PAGE #

1.   DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . .   2

          (a)  Account
          (b)  Administrative Committee or Committee
          (c)  Administrator or Plan Administrator
          (d)  Annual Additions
          (e)  Board of Directors
          (f)  Break in Service
          (g)  Code
          (h)  Company
          (i)  Compensation
          (j)  Disability
          (k)  Effective Date
          (l)  Employee
          (m)  Entry Date
          (n)  ERISA
          (o)  Family Member
          (p)  Fiduciary
          (q)  Fund
          (r)  Highly Compensated Employee
          (s)  Hour of Service
          (t)  Investment Category
          (u)  Investment Manager
          (v)  Limitation Year 
          (w)  Member
          (x)  Normal Retirement Date
          (y)  Participating Company
          (z)  Plan
          (aa) Plan Year
          (bb) Related Entity
          (cc) Trust Agreement 
          (dd) Trustee
          (ee) Valuation Date
          (ff) Year of Service
SECTION                                                           PAGE #

2.   ADMINISTRATION OF THE PLAN . . . . . . . . . . . . . . . . . .  13

          (a)  ERISA Reporting and Disclosure by Administrator
          (b)  Committee 
          (c)  Multiple Capacities 
          (d)  Committee Powers
          (e)  Allocation of Fiduciary Responsibility
          (f)  Claims
          (g)  Fiduciary Compensation
          (h)  Plan Expenses 
          (i)  Fiduciary Insurance 
          (j)  Indemnification 

3.   PARTICIPATION IN THE PLAN. . . . . . . . . . . . . . . . . . .  18

          (a)  Initial Eligibility
          (b)  Ineligible Employees
          (c)  Measuring Service
          (d)  Commencement of Participation 
          (e)  Termination and Requalification
          (f)  Termination of Membership

4.   CONTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . .  21

          (a)  Salary Deferral Contributions
          (b)  Salary Deferral Contribution Limitations
          (c)  Salary Deferral Account 
          (d)  Compliance with Salary Deferral Discrimination Test
          (e)  Participating Company Contributions
          (f)  Employer Contribution Account
          (g)  Compliance with Participating Company Matching
               Contributions Discrimination Tests
          (h)  Rollovers
          (i)  Rollover Account
          (j)  Failsafe Contributions
          (k)  Payroll Taxes       

5.   MAXIMUM CONTRIBUTIONS AND BENEFITS . . . . . . . . . . . . . .  37

          (a)  Defined Contribution Limitation 
          (b)  Combined Limitation
          (c)  Combined Limitation Computation
          (d)  Definition of "Compensation" for Code Limitations
SECTION                                                           PAGE #

6.   ADMINISTRATION OF FUNDS. . . . . . . . . . . . . . . . . . . .  42

          (a)  Investment Control
          (b)  Member Elections
          (c)  Life Insurance Investment Category
          (d)  No Member Election
          (e)  Facilitation
          (f)  Valuations
          (g)  Allocation of Gain or Loss
          (h)  Provisions Optional 
          (i)  Bookkeeping

7.   BENEFICIARIES AND DEATH BENEFITS . . . . . . . . . . . . . . .  47

          (a)  Designation of Beneficiary
          (b)  Beneficiary Priority List

8.   BENEFITS FOR MEMBERS . . . . . . . . . . . . . . . . . . . . .  48

          (a)  Retirement Benefit
          (b)  Death Benefit       
          (c)  Disability Benefit
          (d)  Termination of Employment Benefit 
          (e)  Recognition of Forfeitures

9.   DISTRIBUTION OF BENEFITS . . . . . . . . . . . . . . . . . . .  52

          (a)  Commencement
          (b)  Benefit Form
          (c)  Account Balances Less Than $3,500
          (d)  Definitions
          (e)  Withholding

10.  IN-SERVICE DISTRIBUTIONS. . . . . . . . . . . . . . . . . . .  56

          (a)  Age 59-1/2
          (b)  Hardship  
          (c)  Need
          (d)  Satisfaction of Need
          (e)  Limitations
SECTION                                                           PAGE #

11.  LOANS     . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58

          (a)  Committee Discretion
          (b)  Minimum Requirements
          (c)  Accounting

12.  TITLE TO ASSETS . . . . . . . . . . . . . . . . . . . . . . .  60

13.  AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . .  61

          (a)  Amendment
          (b)  Termination
          (c)  Conduct on Termination

14.  LIMITATION OF RIGHTS. . . . . . . . . . . . . . . . . . . . .  63

          (a)  Alienation
          (b)  Qualified Domestic Relations Order Exception
          (c)  Employment

15.  MERGERS, CONSOLIDATIONS OR TRANSFERS
     OF PLAN ASSETS . . . . . . . . . . . . . . . . . . . . . . . . .  65

16.  PARTICIPATION BY RELATED ENTITIES . . . . . . . . . . . . . .  66

          (a)  Commencement
          (b)  Termination 
          (c)  Single Plan
          (d)  Delegation of Authority
          (e)  Disposition of Assets or Subsidiary
          (f)  Form of Distributions

17.  TOP-HEAVY REQUIREMENTS. . . . . . . . . . . . . . . . . . . .  67

          (a)  General Rule
          (b)  Definitions
          (c)  Combined Benefit Limitation
          (d)  Vesting
          (e)  Minimum Contribution
SECTION                                                           PAGE #

18.  MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . .  73

          (a)  Incapacity
          (b)  Reversions
          (c)  Employee Data
          (d)  Law Governing
          (e)  Pronouns
          (f)  Interpretation

APPENDIX A-TRA `86 COMPLIANCE EFFECTIVE DATES     . . . . . . . . . . .76
NEW PLAN REALTY TRUST
                          RETIREMENT SAVINGS PLAN

     New Plan Realty Trust established the New Plan Realty Trust Retirement
Savings Plan to provide benefits to those of its Employees and the
Employees of its affiliates who were eligible to participate as provided
therein effective August 1, 1989.

     New Plan Realty Trust hereby amends and completely restates the Plan
effective January 1, 1994, to incorporate additional provisions of the Tax
Reform Act of 1986, subsequent legislation and extensive Internal Revenue
Service Regulations.  The amended and restated Plan is effective subject to
receipt of an Internal Revenue Service determination that the Plan as
amended and restated meets all applicable requirements of Section 401(a) of
the Code (as defined in subsection 1(g)), that employer contributions
thereto remain deductible under Section 404 of the Code and that the fund
maintained with respect thereto is tax exempt under Section 501(a) of the
Code.
1.   DEFINITIONS
          (a)  "ACCOUNT" shall mean on any date of determination the value
of a Member's share of the Fund.

               (i)  "SALARY DEFERRAL ACCOUNT" shall mean the portion of the
Member's Account derived from Participating Company contributions under
subsection 4(a).

               (ii) "ROLLOVER ACCOUNT" shall mean the portion of the
Member's Account derived from amounts transferred to the Fund under
subsection 4(h).

               (iii)     "EMPLOYER CONTRIBUTION ACCOUNT" shall mean the
portion of the Member's Account derived from Participating Company
contributions under subsection 4(e).

          (b)  "ADMINISTRATIVE COMMITTEE" or "COMMITTEE" shall mean the
individual or group of individuals designated pursuant to subsection 2(b)
to control and manage the operation and administration of the Plan to the
extent set forth herein.

          (c)  "ADMINISTRATOR" or "PLAN ADMINISTRATOR" shall mean the
Company.

          (d)  "ANNUAL ADDITIONS" shall mean the sum for any Limitation
Year of (i) employer contributions, (ii) employee contributions, (iii)
forfeitures and (iv) amounts described in Sections 415(l)(1) and 419A(d)(2)
of the Code, which are allocated to the account of a Member under the terms
of a plan subject to Section 415 of the Code.  "Annual Additions" shall
include excess contributions as defined in Section 401(k)(8)(B) of the
Code, excess aggregate contributions as defined in Section 401(m)(6)(B) of
the Code and excess deferrals as described in Section 402(g) of the Code,
regardless of whether such amounts are distributed or forfeited.  "Annual
Additions" shall not include contributions made under subsection 4(h).

          (e)  "BOARD OF DIRECTORS" shall mean the Board of Directors of
the Company.

          (f)  "BREAK IN SERVICE" shall mean a consecutive twelve-month
computation period specified in the Plan in which an Employee is credited
with not more than 500 Hours of Service. 

          (g)  "CODE" shall mean the Internal Revenue Code of 1986, and the
same as may be amended from time to time.

          (h)  "COMPANY" shall mean the Employer, New Plan Realty Trust
with principal offices in the State of New York.

          (i)  "COMPENSATION" shall mean the total cash remuneration for
services paid to an Employee by a Participating Company in a Plan Year plus
any amounts allocated to an Employee's Salary Deferral Account in
accordance with his election authorizing that amounts be withheld from his
remuneration and be credited thereto and any contributions under a
cafeteria plan.  In addition to other limitations which may be set forth in
the Plan and notwithstanding any other contrary provision of the Plan,
compensation taken into account under  the Plan shall not exceed $200,000,
adjusted for changes in the cost of living after the 1989 Plan Year as
provided in Section 415(d) of the Code.  In determining the compensation of
an Employee for purposes of this limitation, the rules of Section 414(q)(6)
of the Code shall apply, except in applying such rules, the term "family"
shall include only the spouse of the Employee and any lineal descendants of
the Employee who have not attained age 19 before the close of the year. 

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

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

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

          (j)  "DISABILITY" shall mean a medically determinable physical or
mental impairment of a permanent nature which prevents a Member from
performing his customary employment duties without endangering his health.

          (k)  "EFFECTIVE DATE" of this amendment and restatement shall
mean January 1, 1994.  The original Effective Date of this Plan shall mean
August 1, 1989.

          (l)  "EMPLOYEE" shall mean each and every person employed by a
Participating Company or a Related Entity.  The term "Employee" shall also
include a person who is a "leased employee" with respect to the Company or
Related Entity.  No person who is a "leased employee" shall be eligible to
participate in this Plan.  "Leased employee" shall mean any person who is
not an Employee but who provides services to the Company or Related Entity
if:

                    (i)  such services are provided pursuant to an
agreement between the Company or Related Entity and any leasing
organization;

                    (ii) such person has performed services for the Company
or Related Entity (or for the Company or Related Entity and any related
person within the meaning of Section 414(n)(6) of the Code) on a
substantially full-time basis for a  period of at least one (1) year; and

                    (iii)     the services are of a type historically
performed by employees in the business field of the Company or Related
Entity.

               A "leased employee" shall be treated as an Employee of the
Company or Related Entity; however, contributions or benefits provided by
the leasing organization which are attributable to services performed for
the Company or Related Entity shall be treated as provided by the Company
or Related Entity.  A "leased employee" shall not be treated as an Employee
if such "leased employee" is covered by a money purchase pension plan of
the leasing organization, and the number of leased employees does not
constitute more than twenty percent (20%) of the Company or Related
Entity's Non-Highly Compensated work force as defined by Section
414(n)(5)(C) of the Code.  The money purchase pension plan of the leasing
organization must provide benefits equal to or greater than:  (1) a
non-integrated employer contribution rate of at least ten percent (10%) of
compensation, (2) immediate participation, and (3) full and immediate
vesting.

          (m)  "ENTRY DATE" shall mean the first day of each Plan Year and
the first day of the seventh month of the Plan Year. 

          (n)  "ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as amended, and the same as may be amended from time to time.

          (o)  "FAMILY MEMBER" as defined in Code Section 414(q)(6)(B)
shall mean the spouse, lineal ascendants and descendants and the spouses of
such lineal ascendants or descendants, of either a 5% owner of the Employer
as defined in Section 416(i) of the Code, or one of the top ten paid
Employees of the Employer.

          (p)  "FIDUCIARY" shall mean a person who, with respect to the
Plan, (i)  exercises any discretionary authority or discretionary control
respecting management of the Plan or exercises any authority or control
with respect to management or disposition of the Plan's assets, (ii)
renders investment advice for a fee or other compensation, direct or
indirect, with respect to any monies or other property of the Plan, or has
any authority or responsibility to do so, or (iii) has any discretionary
authority or discretionary responsibility in the administration of the
Plan.

          (q)  "FUND" shall mean the assets of the Plan.  All Investment
Categories shall be part of the Fund.

          (r)  "HIGHLY COMPENSATED EMPLOYEE" includes Highly Compensated
active Employees and Highly Compensated former Employees.

               A Highly Compensated active Employee includes any Employee
who performs service for the Employer during the determination year and
who, during the look-back year:

               (i)  received Compensation from the Employer in excess of
$99,000 (as adjusted pursuant to Section 415(d) of the Code);

               (ii) received Compensation from the Employer in excess of
$66,000 (as adjusted pursuant to Section 415(d) of the Code) and was a
member of the top-paid group for such year; or

               (iii)     was an officer of the Employer and received
Compensation during such year that is  greater than 50 percent of the
dollar limitation in effect under Section 415(b)(1)(A) of the Code.

               The term Highly Compensated Employee also includes:

               (iv) Employees who are both described in the preceding
sentence if the term "determination year" is substituted for the term
"look-back year" and the Employee is one of the 100 Employees who received
the most Compensation from the Employer during the determination year; and

               (v)  Employees who are 5 percent owners at any time during
the look-back year or determination year.

               If no officer has satisfied the Compensation requirement of
(iii) above during either a determination year or look-back year, the
highest paid officer for such year shall be treated as a Highly Compensated
Employee.

               For this purpose, the determination year shall be the Plan
Year.  The look-back year shall be the twelve-month period immediately
preceding the determination year.  The Company may elect, however, to make
the look-back year calculation for a determination year on the basis of the
calendar year ending with or within the applicable determination year as
provided for in applicable Regulations.  Such election shall apply to all
plans of the Company.

               A Highly Compensated former Employee includes any Employee
who separated from service (or was deemed to have separated) prior to the
determination year, performs no service for the Employer during the
determination year, and was a Highly Compensated active Employee for either
the separation year or any determination year ending on or after the
Employee's 55th birthday.

               If an Employee is, during a determination year or look-back
year, a Family Member of either a 5 percent owner who is an active or
former Employee or a Highly Compensated Employee who is one of the 10 most
Highly Compensated Employees ranked on the basis of Compensation paid by
the Employer during such year, then the Family Member and the 5 percent
owner or top-ten Highly Compensated Employee shall be aggregated.  In such
case, the Family Member and 5 percent owner or top-ten Highly Compensated
Employee shall be treated as a single Employee receiving Compensation and
plan contributions or benefits equal to the sum of such Compensation and
contributions or benefits of the Family Member and 5 percent owner or
top-ten Highly Compensated Employee.

               The determination of who is a Highly Compensated Employee,
including the determinations of the number and identity of Employees in the
top-paid group, the top 100 Employees, the number of Employees treated as
officers and the Compensation that is considered, will be made in
accordance with Section 414(q) of the Code and the regulations thereunder.

          (s)  "HOUR OF SERVICE"

               (i)  GENERAL RULE.   "HOUR OF SERVICE"  shall mean each hour
(A) for which an Employee is directly or indirectly paid, or entitled to
payment, by a Participating Company or a Related Entity for the performance
of duties or (B) for which back pay, irrespective of mitigation of damages,
has been either awarded or agreed to by a Participating Company or a
Related Entity.  These hours shall be  credited to the Employee for the
period or periods in which the duties were performed or to which the award
or agreement pertains irrespective of when payment is made. The same hours
shall not be credited under both (A) and (B) above.

               (ii) PAID ABSENCES.  An Employee shall also be credited with
one Hour of Service for each hour for which the Employee is directly or
indirectly paid, or entitled to payment, by a Participating Company or a
Related Entity on account of a period during which no duties are performed
due to vacation, holiday, illness, incapacity, disability, layoff, jury
duty or authorized leave of absence for a period not exceeding one year for
any reason in accordance with a uniform policy established by the
Committee; provided, however, not more than 501 Hours of Service shall be
credited to an Employee under this sentence on account of any single,
continuous period during which the Employee performs no duties and
provided, further, that no credit shall be given if payment (A) is made or
due under a plan maintained solely for the purpose of complying with
applicable workmen's compensation, unemployment compensation or disability
insurance laws or (B) is made solely to reimburse an Employee for medical
or medically related expenses incurred by the Employee.

               (iii)     MATERNITY/PATERNITY.  An Employee shall also be
credited with one Hour of Service for each hour that otherwise would
normally have been credited to the Employee but during which such Employee
is absent from work for any period (A) by reason of the Employee's
pregnancy, (B) by reason of the birth of the  Employee's child, (C) by
reason of the placement of a child with such Employee in connection with an
adoption of such child by the Employee or (D) for purposes of caring for a
child for a period beginning immediately following birth or placement,
provided that an Employee shall be credited with no more than 501 Hours of
Service on account of any single continuous period of absence by reason of
any such pregnancy, birth or placement and provided further that Hours of
Service credited to an individual on account of such a period of absence
shall be credited only for the Break in Service computation period in which
such absence begins if an Employee would otherwise fail to be credited with
501 or more Hours of Service in such period or, in any other case, in the
immediately following computation period.

               (iv) MILITARY.  An Employee shall also be credited with one
Hour of Service for each hour during which the Employee is absent on active
duty in the military service of the United States under leave of absence
granted by a Participating Company or a Related Entity or when required by
law, provided he returns to employment with a Participating Company or a
Related Entity within 90 days after his release from active duty or within
such longer period during which his right to reemployment is protected by
law.

               (v)  MISCELLANEOUS.  For purposes of this subsection, the
regulations issued by the Secretary of Labor at 29  CFR 2530.200b -2(b) and
(c) are incorporated by reference.  Nothing herein shall be construed as
denying an Employee credit for an "Hour of Service" if credit is required
by separate federal law.

               (vi) EQUIVALENCIES.  If, for Plan purposes, an Employee's
records are kept on other than an hourly basis as described above, the
Committee, according to uniform rules applicable to a class  of Employees
may apply the following equivalencies for purposes of crediting Hours of
Service:

                                   Credit Granted to Individual if
     Based Upon Which              Individual Earns One or More
     Records Are Maintained        Hours of Service During Period
     ______________________        _______________________________
     Shift                             Actual hours for full shift
     Day                                 10 Hours of Service
     Week                                45 Hours of Service
     Bi-Weekly Payroll Period            90 Hours of Service
     Semi-Monthly Payroll Period         95 Hours of Service
     Months of Employment               190 Hours of Service

          (t)  "INVESTMENT CATEGORY" shall mean any separate investment
fund which is made available under the terms of the Plan.

          (u)  "INVESTMENT MANAGER" shall mean any Fiduciary who:

               (i)  has the power to manage, acquire, or dispose of any
asset of the Plan:

               (ii) is:

                    (A)  registered as an investment adviser under the
Investment Advisers Act of 1940;

                    (B)  a bank, as defined in that Act; or

                    (C)  an insurance company qualified to perform services
described in subsection 1(u)(i) above under the laws of more than one
state; and

               (iii)     has acknowledged in writing that he is a Fiduciary
with respect to the Plan.

          (v)  "LIMITATION YEAR" shall mean the consecutive twelve-month
period commencing on January 1st and ending on December 31st.

          (w)  "MEMBER" shall mean each and every Employee of a
Participating Company who satisfies the requirements for participation
under Section 3 hereof or who has an Account held under the Plan.

          (x)  "NORMAL RETIREMENT DATE" shall mean the date on which a
Member attains age 65.

          (y)  "PARTICIPATING COMPANY" shall mean any Related Entity with
respect to the Company which adopts this Plan pursuant to Section 16.  The
term shall also include the Company, unless  the context otherwise
requires.

          (z)  "PLAN" shall mean New Plan Realty Trust Retirement Savings
Plan as set forth herein as of the Effective Date and the same as may be
amended from time to time.

          (aa) "PLAN YEAR" shall mean the consecutive twelve-month period
commencing on January 1st and ending on December 31st.  The first Plan Year
commencing on August 1, 1989 and ending on December 31, 1989 was a short
Plan Year.

          (bb) "RELATED ENTITY" shall mean (i) all corporations which are
members with a Participating Company in a controlled group of corporations
within the meaning of Section 1563(a) of the Code, determined without
regard to Sections 1563(a)(4) and (e)(3)(c) of the Code, (ii) all trades or
businesses (whether or not incorporated) which are under common control
with a Participating Company as determined by regulations promulgated under
Section 414(c) of the Code, (iii) all trades or businesses which are
members of an affiliated service group with a Participating Company within
the meaning of Section 414(m) of the Code and (iv) any other entity
required to be aggregated with a Participating Company in accordance with
regulations under Section  414(o) of the Code; provided, however, for
purposes of Section 5, the definition shall be modified to substitute the
phrase "more than 50%" for the phrase "at least 80%" each place it appears
in Section 1563(a)(1) of the Code.  Furthermore, for purposes of crediting
Hours of Service for eligibility to participate and vesting, Service
performed as a leased employee, within the meaning of Section 414(n) of the
Code, of a Participating Company or a Related Entity shall be treated as
Service performed for a Participating Company or a Related Entity.  An
entity is a Related Entity only during those periods in which it is
included in a category described in this subsection.

          (cc) "TRUST AGREEMENT" shall mean the agreement between the
Company and the Trustee under which the Fund is held.

          (dd) "TRUSTEE" shall mean such person, persons or corporate
fiduciary designated pursuant to subsection 6(a) to manage and control the
Fund pursuant to the terms of the Plan and the Trust Agreement.

          (ee) "VALUATION DATE" shall mean the last business day of the
Plan Year and the last business day of the third, sixth and ninth months in
the Plan Year.  If the Fund or any Investment Category is invested in a
manner which permits daily valuation of the portion of a Member's Account
held therein without incremental cost or the Committee otherwise directs,
then the date of liquidation of a Member's investment therein for
distribution or reinvestment shall also be a "Valuation Date".

          (ff) "YEAR OF SERVICE" shall mean a consecutive twelve-month
computation period specified in the Plan in which an Employee is credited
with at least 1,000 Hours of Service, including such periods prior to the
Effective Date.
2.   ADMINISTRATION OF THE PLAN
          (a)  ERISA REPORTING AND DISCLOSURE BY ADMINISTRATOR.  The
Administrator shall file all reports and distribute to Members and
beneficiaries reports and other information required under ERISA and the
Code.

          (b)  COMMITTEE.  The Company, through its Board of Directors,
shall designate an Administrative Committee which shall have the authority
to control and manage the operation and administration of the Plan.  If the
Committee consists of more than two members, it shall act by majority vote. 
The Committee may (i) delegate all or a portion of the responsibilities of
controlling and managing the operation and administration of the Plan to
one or more persons and (ii) appoint agents, investment advisers, counsel,
or other representatives to render advice with regard to any of its
responsibilities under the Plan.  The Board of Directors may remove, with
or without cause, the Committee or any Committee member.  The Committee may
remove, with or without cause, any delegate or adviser designated by it.

          (c)  MULTIPLE CAPACITIES.  Any person may serve in more than one
fiduciary capacity (including service both as Trustee and Committee
member).

          (d)  COMMITTEE POWERS.  The responsibility to control and manage
the operation and administration of the Plan shall include, but shall not
be limited to, the performance of the following acts:

               (i)  the filing of all reports required of the Plan, other
than those which are the responsibility of the Administrator;

               (ii) the distribution to Members and beneficiaries of all
reports and other information required of the Plan, other than reports and
information required to be distributed by the Administrator;

               (iii)     the keeping of complete records of the
administration of the Plan;

               (iv) the promulgation of rules and regulations for the
administration of the Plan consistent with the terms and provisions of the
Plan; and

               (v)  the interpretation of the Plan including the
determination of any questions of fact arising under the Plan and the
making of all decisions required by the Plan.  The Committee's
interpretation of the Plan and any actions and decisions taken in good
faith by the Committee based on its interpretation shall be final and
conclusive.  The Committee may correct any defect, or supply any omission,
or reconcile any inconsistency in the Plan in such manner and to such
extent as shall be expedient to carry the Plan into effect and shall be the
sole judge of such expediency.

 
          (e)  ALLOCATION OF FIDUCIARY RESPONSIBILITY. The Board of
Directors, the Administrator, the Committee, the Trustee and the Investment
Manager (if any) possess certain specified powers, duties, responsibilities
and obligations under the Plan and the Trust Agreement.  It is intended
under this Plan and the Trust Agreement that each be responsible solely for
the proper exercise of its own functions and that each not be responsible
for any act or failure to act of another, unless otherwise responsible as a
breach of its fiduciary duty or for breach of duty by another Fiduciary
under ERISA's rules of co-fiduciary responsibility.  In general:

               (i)  the Board of Directors, by resolution at their meetings
or by written consent or by any other process permitted under relevant
State law, is responsible for appointing and removing the Committee and the
Trustee and for amending or terminating the Plan and the Trust Agreement;

               (ii) the Committee is responsible for administering the
Plan, for adopting such rules and regulations as in the opinion of the
Committee are necessary or advisable to implement and administer the Plan
and to transact its business, and for providing a procedure for carrying
out a funding policy and method consistent with the objectives of the Plan
and the requirements of Title I of ERISA and the Code;

               (iii)     the Administrator is responsible for discharging
the statutory duties of a plan administrator under ERISA and the Code;

               (iv) the Trustee and the Investment Manager are responsible
for the management and control of the respective portions of the Fund over
which they have control to the extent provided in the Trust Agreement; and

               (v)  the Fiduciary appointing an Investment Manager is
responsible for the appointment and retention of the Investment Manager.

          (f)  CLAIMS.  If, pursuant to the rules, regulations or other
interpretations of the Plan, the Committee denies the claim of a Member or
beneficiary for benefits under the Plan, the Committee shall provide
written notice, within 90 days after receipt of the claim, setting forth in
a manner calculated to be understood by the claimant:

               (i)  the specific reasons for such denial;

               (ii) the specific reference to the Plan provisions on which
the denial is based;

               (iii)     a description of any additional material or
information necessary to perfect the claim and an explanation of why such
material or information is needed; and

               (iv) an explanation of the Plan's claim review procedure and
the time limitations of this subsection applicable thereto. 

A Member or beneficiary whose claim for benefits has been denied may
request review by the Committee of the denied claim by notifying the
Committee in writing within 60 days after receipt of the notification  of
claim denial.  As part of said review procedure, the claimant or his
authorized representative may  review pertinent documents and submit issues
and comments to the Committee in writing.  The Committee shall render its
decision to the claimant in writing in a manner calculated to be understood
by the claimant not later than 60 days after receipt of the request for
review, unless special circumstances require an extension of time, in which
case decision shall be rendered as soon after the sixty-day period as
possible, but not later than 120 days after receipt of the request for
review.  The decision on review shall state the specific reasons therefore
and the specific Plan references on which it is based.

          (g)  FIDUCIARY COMPENSATION.  A Committee member, delegate, or
adviser who already receives full-time pay from the Company or a Related
Entity shall serve without compensation for his services as such, but he
shall be reimbursed pursuant to subsection 2(h) for any reasonable expenses
incurred by him in the administration of the Plan.  A Committee member,
delegate, or adviser who is not already receiving full-time pay from the
Company may be paid such reasonable compensation as shall be agreed upon.

          (h)  PLAN EXPENSES.  All expenses of administration of the Plan
may be paid by the Company.  If the Company does not pay such expenses,
then they shall be paid out of the Fund.

          (i)  FIDUCIARY INSURANCE.  If the Committee so directs, the Plan
shall purchase insurance to cover the Plan from liability or loss occurring
by reason of the act or omission of a Fiduciary provided such insurance
permits recourse by the insurer against the Fiduciary in the case of a
breach of duty by such Fiduciary.

          (j)  INDEMNIFICATION.  The Company shall indemnify and hold
harmless to the maximum extent permitted by its by-laws each Fiduciary who
is an Employee or who is an officer or director of any Participating
Company or any Related Entity from any claim, damage, loss or expense,
including litigation expenses and attorneys' fees, resulting from such
person's service as a Fiduciary of the Plan provided the claim, damage,
loss or expense does not result from the Fiduciary's gross negligence or
intentional misconduct.
3.   PARTICIPATION IN THE PLAN
          (a)  INITIAL ELIGIBILITY.  Each and every Employee of a
Participating Company eligible to participate in this Plan on December 31,
1993 shall continue to be eligible to participate in this Plan as amended
and restated effective January 1, 1994.  Each and every other Employee of a
Participating Company not excluded under subsection 3(b) shall be eligible
and shall qualify to participate in the Plan on the Entry Date next
following both attainment by such Employee of age twenty and six months
(20-1/2) and completion by such Employee of six (6) "months of service,"
provided he is then employed by a Participating Company.

          (b)  INELIGIBLE EMPLOYEES

               (i)  COLLECTIVE BARGAINING AGREEMENT.  No Employee whose
terms and conditions of employment are determined by a collective
bargaining agreement between employee representatives and a Participating
Company shall be eligible or qualify for participation unless such
collective bargaining agreement provides to the contrary, in which case
such Employee shall be eligible or shall qualify for participation upon
compliance with such provisions for eligibility or participation as such
agreement shall provide; except that no Employee who has selected, or in
the future selects, a union shall become ineligible during the period
between his selection of the union and the execution of the first
collective bargaining agreement which covers him.

               (ii) PART-TIME EMPLOYEES.  No Employee who is classified as
a "Part-time Employee" shall be eligible or qualify for participation until
the Entry Date next following both the attainment of age twenty-one (21)
and completion by such Employee of one (1) Year of Service, provided he is
then employed by a Participating Company.

               (iii)     CERTAIN RELATED ENTITIES.  No Employee of a
Related Entity which is not a Participating Company shall be eligible or
qualify for participation.

          (c)  MEASURING SERVICE.  For purposes of measuring service to
satisfy the eligibility provisions of subsection 3(a) and determining if a
"break in service" has occurred with respect to eligibility service, the
following definitions shall be used:

               (i)  The service computation period shall begin with the
date on which the Employee first is credited with an Hour of Service;

               (ii) A "month of service" shall mean a calendar month during
which an Employee completes at least one Hour of Service; and

               (iii)     A "break in service" shall mean a consecutive
12-month period during which an  Employee completes no Hours of Service as
measured from the day next following the last day said Employee completed
an Hour of Service.

               If an Employee terminates employment prior to satisfying the
provisions of subsection 3(a), upon rehire his prior service shall count
towards satisfying the eligibility requirements of subsection 3(a) unless
he has suffered 5 consecutive "breaks in service."  Subsequent computation
periods with respect to an Employee rehired prior to the time 5 consecutive
breaks in service have occurred shall commence on said Employee's latest
hire date.

               For purposes of measuring service to satisfy the eligibility
provisions of subsection 3(b)(ii), the Year of Service computation period
shall begin with the date on which the Employee first is credited with an
Hour of Service and with each subsequent anniversary thereof;  provided,
however, if an Employee suffers Breaks in Service with respect to five
consecutive computation periods prior to satisfying the length of service
requirement of subsection 3(b)(ii), such Employee shall not be credited
with pre-Break in Service Years of Service and the eligibility computation
period with respect to such Employee shall commence thereafter on the date
on which the Employee first again is credited with an Hour of Service and
with each subsequent anniversary thereof.

          (d)  COMMENCEMENT OF PARTICIPATION.  An Employee who satisfies
all the requirements for eligibility under subsection 3(a) or 3(b)(ii) and
who is not otherwise excluded under subsection 3(b) shall become a Member
on the earlier of the (i) Entry Date following his timely election
authorizing amounts be withheld from his Compensation and be credited to
his Salary Deferral Account or (ii) the Entry Date on which he first became
eligible to share in Participating Company contributions for the Plan Year
in which the Entry Date occurs.

          (e)  TERMINATION AND REQUALIFICATION.  An Employee who has
satisfied the service requirement of subsection 3(a) or 3(b)(ii) applicable
to him and who subsequently becomes ineligible for any reason shall
requalify for participation on the date on which he is next credited with
an Hour of Service in an eligible job classification or, if later, on the
Entry Date after which he satisfies the age requirement.

          (f)  TERMINATION OF MEMBERSHIP.  An Employee who becomes a Member
shall remain a Member as long as he has an Account held under the Plan.
4.   CONTRIBUTIONS
          (a)  SALARY DEFERRAL CONTRIBUTIONS.  Each Employee who becomes
eligible to participate may elect that his Participating Company contribute
on his behalf any whole percentage of his Compensation, as he shall elect,
subject to the following rules:

               (i)  AMOUNT.  The amount of contribution which may be
specified shall be determined by the Committee and may be changed from time
to time, but for the first Plan Year and for each subsequent Plan Year
prior to the beginning of which the Committee does not announce a different
maximum or minimum, a Member may specify any amount equal to any whole
percentage of his Compensation, not to exceed 10% thereof and not less than
1% thereof.

               (ii) CHANGE.  A Member may change the specified percentage
from time to time by making a revised election; the frequency with which
such changes are allowed shall be specified in rules established by the
Committee, which rules shall permit a change no less often than annually.

               (iii)     SUSPENSION.  A Member may suspend his election at
any time.

               (iv) SALARY REDUCTION.  A Member's pay for a Plan Year shall
be reduced by the amount of the contribution that he elects for such Plan
Year.

               (v)  ELECTION.  All elections shall be made at the time, in
the manner, and subject to the conditions specified by the Committee, which
shall prescribe uniform and nondiscriminatory rules for such elections. 
The Participating Companies shall pay over to the Fund all contributions
made under this subsection with respect to a Plan Year no later than the
earlier of 90 days after the date such contributions are deferred or 30
days after the last day of such Plan Year.  Contributions made by
Participating Companies under this subsection shall be allocated to the
Salary Deferral Accounts of the Members from whose Compensation the
contributions were withheld in an amount equal to the amount withheld. 
Such contributions shall be deemed to be employer contributions made on
behalf of Members to a qualified cash or deferred arrangement (within the
meaning of Section 401(k)(2) of the Code).

          (b)  SALARY DEFERRAL CONTRIBUTION LIMITATIONS.  Contributions
under subsection 4(a) shall be limited as provided below.

               (i)  EXCLUSION LIMIT.  The maximum amount of contribution
which any Member may make in any calendar year under subsection 4(a) is
$9,240 (or such increased annual amount resulting from a cost of living
adjustment pursuant to Sections 402(g)(5) and 415(d)(1) of the Code),
reduced by the amount of elective deferrals by such Member under all other
plans, contracts or arrangements of any Participating Company or Related
Entity.   If the contribution under subsection 4(a) for a Member for any
calendar year exceeds $9,240 (or such increased annual amount resulting
from an adjustment described above) the Committee shall direct the Trustee
to distribute the excess amount (plus any income and minus any loss
allocable thereto, as calculated in accordance with subsection 4(d)(iv)) to
the Member not  later than April 15th following the close of such calendar
year.  If (A) a Member participates in another plan which includes a
qualified cash or deferred arrangement, (B) such Member contributes in the
aggregate more than the exclusion limit under subsection 4(a) of this Plan
and the corresponding provisions of the other plan and (C) the Member
notifies the Committee not later than March 1st following the close of such
calendar year of the portion of the excess the Member has allocated to this
Plan, then the Committee shall direct the Trustee to distribute to the
Member not later than April 15th following the close of such calendar year
the excess amount (plus any income and minus any loss allocable to such
amount) which the Member allocated to this Plan.

               (ii) DISCRIMINATION TEST LIMITS.  The Committee may limit
the maximum amount of contribution for Members who are Highly Compensated
Employees (within the meaning of Section 414(q) of the Code) to the extent
it determines that such limitation is necessary to keep the Plan in
compliance with Section 401(a)(4) or Section 401(k)(3) of the Code.  Any
limitation shall be effective for all payroll periods following the
announcement of the limitation.

               (iii)     DISTRIBUTION LIMITATIONS.  Amounts attributable to
elective contributions may not be distributed earlier than upon one of the
following events:

                    (A)  The Employee's retirement, death, disability or
separation from service;

                    (B)  The termination of the Plan without establishment
of a successor plan;

                    (C)  The Employee's attainment of age 59 1/2 or the
Employee's hardship pursuant to Plan Section 10;

                    (D)  The sale or other disposition by a corporation to
an unrelated corporation which does not maintain the Plan of substantially
all of the assets used in a trade or business, but only with respect to
Employees who continue employment with the acquiring corporation; and

                    (E)  The sale or other disposition by a corporation of
its interest in a subsidiary to an unrelated entity which does not maintain
the Plan, but only with respect to Employees who continue employment with
the subsidiary.

          (c)  SALARY DEFERRAL ACCOUNT.  The salary deferral contributions
allocated to a Member, as adjusted for investment gain or loss and income
or expense, constitute such Member's Salary Deferral Account.  A Member
shall at all times have a nonforfeitable interest in the Salary Deferral
Account portion of his Account.

          (d)  COMPLIANCE WITH SALARY DEFERRAL DISCRIMINATION TESTS. 

               (i)  RULE.  In no event shall the "average actual deferral
percentage" (as defined below) for Members who are Highly Compensated
Employees (as defined in Section 414(q) of the Code) for any Plan Year bear
a relationship to the "average actual deferral percentage" for Members who
are not Highly Compensated Employees which does not satisfy either
subsection 4(d)(i)(A) or (B) below.

                    (A)  The requirement shall be satisfied for a Plan Year
if the "average actual  deferral percentage" for the group of Members who
are Highly Compensated Employees that are eligible to make contributions
under subsection 4(a) for any portion of the Plan Year is not more than the
"average actual deferral percentage" of all others who are eligible to make
contributions under subsection 4(a) for any portion of the Plan Year
multiplied by 1.25.

                    (B)  The requirement shall be satisfied for a Plan Year
if (1) the excess of the "average actual deferral percentage" for the
Members who are Highly Compensated Employees for the Plan Year that are
eligible to make contributions under subsection 4(a) for any portion of the
Plan Year over the "average actual deferral percentage" of all others who
are eligible to make contributions for any portion of the Plan Year is not
more than two percentage points and (2) the "average actual deferral
percentage" for Members who are Highly Compensated Employees is not more
than the "average actual deferral percentage" of all others eligible to
make contributions under subsection 4(a) for any portion of the Plan Year
multiplied by two.

               (ii) SPECIAL DEFINITION OF MEMBER.  For purposes of this
subsection 4(d), the term "Member" shall mean each Employee eligible to
make contributions under subsection 4(a) at any time during a Plan Year. 
Such Members include:

                    (A)  an Employee who would be a Member but for the
failure to make required contributions;

                    (B)  an Employee whose right to make elective
contributions has been suspended because of an election (other than certain
one-time elections) not to participate, a distribution, or a loan; and

                    (C)  an Employee who cannot make an elective
contribution because of the Section 415 Limitations. 

                    In the case of an eligible Employee who makes no
elective contributions, the deferral ratio that is to be included in
determining the "actual deferral percentage" is zero.

               (iii)     REFUND.  If the relationship of the "actual
deferral percentage" does not satisfy subsection 4(d)(i) for any Plan Year,
then the Committee shall direct the Trustee to distribute the "excess
contribution" (as defined below) for such Plan Year (plus any income and
minus any loss allocable thereto as calculated in accordance with
subsection 4(d)(iv)) by the last day of the following Plan Year to the
Highly Compensated Employees on the basis of the respective portions of the
"excess contribution" attributable to each, as determined under this
subsection.  If such excess amounts are distributed more than 2 1/2 months
after the last day of the Plan Year in which such excess amounts arose, a
ten (10) percent excise tax will  be imposed on the Company or Related
Entity maintaining the Plan with respect to such amounts.  The "excess
contribution" for any Plan Year is the excess of the aggregate amount of
Participating Company contributions paid over to the Fund pursuant to
subsection 4(a) on behalf of Highly Compensated Employees for such Plan
Year over the maximum amount of such contributions permitted for Highly
Compensated Employees under subsection 4(d)(i).  The portion of the "excess
contribution" attributable to a Highly Compensated Employee is determined
by reducing contributions made on behalf of Highly Compensated Employees in
order of "actual deferral percentages" for each such employee, beginning
with the highest of such percentages, until the "excess contribution" is
eliminated.  "Excess contributions" shall be allocated to Members who are
subject to the family aggregation rules of Section 414(q)(6) of the Code by
allocating the excess contributions for the family group among the Family
Members in proportion to the elective contribution of each Family Member
that is combined to determine the actual deferral ratio pursuant to
1.401(k)-1(f)(5)(ii) of the Code.  Any refund made in accordance with this
subsection to a Member shall be drawn from his Salary Deferral Account.

          The amount of "excess contributions" to be distributed shall be
reduced by excess deferrals previously distributed pursuant to subsection
4(b)(i) for the taxable year ending in the same Plan Year.  Furthermore,
excess deferrals to be distributed for a taxable year pursuant to
subsection 4(b)(i) will be reduced by "excess contributions" previously
distributed pursuant to this subsection 4(d)(iii) hereof for the Plan Year
beginning in such taxable year.

               (iv) ALLOCATION OF INCOME.  Excess deferrals and "excess
contributions" shall be adjusted for any income or loss up to the date of
distribution.  The income or loss is the sum of:  (A) income or loss
allocable to the Member's Salary Deferral Account for the taxable year
multiplied by a fraction, the numerator of which is such Member's excess
deferrals and "excess contributions" for the year and the denominator of
which is the Member's Salary Deferral Account balance; and (B) ten percent
of the amount determined under (A) multiplied by the number of whole
calendar months between the end of the Member's taxable year and the date
of distribution, counting the month of distribution if distribution occurs
after the 15th of such month.

               (v)  ADDITIONAL DEFINITIONS.  The "average actual deferral
percentage" for a specific group of Members for a Plan Year shall be the
average of the "actual deferral percentage" for each Member in the group
for such Plan Year.  The "actual deferral percentage" for a particular
Member for a Plan Year shall be the ratio of the amount of Participating
Company contributions paid over to the Fund pursuant to subsection 4(a) for
such Member to the Member's  "compensation"  for  such  Plan  Year
excluding the Member's "compensation" prior to satisfying the eligibility
requirements of Section 3.   For  this purpose, "compensation" means
compensation for service performed for a Participating Company which is
currently includable in gross income or which is excludable from gross
income pursuant to an election under a qualified cash or deferred
arrangement under Section 401(k) of the Code or a cafeteria plan under
Section 125 of the Code.  In no event shall such "compensation" exceed the
limitations of Code Section 401(a)(17), as indexed.

               (vi) CONTRIBUTIONS CONSIDERED.  A Member's salary deferral
contributions will be taken into account under the actual deferral
percentage test of this subsection 4(d) pursuant to Section 401(k)(3)(A) of
the Code for a Plan Year only if it satisfies subsections 4(d)(vi)(A) and
(B) below:

                    (A)  The salary deferral contributions relate to
compensation that either would have been received by the Employee in the
Plan Year (but for the deferral election) or are attributable to services
performed by the Employee in the Plan Year and would have been received by
the Employee within 2 1/2 months after the close of the Plan Year (but for
the deferral election);

                    (B)  The salary deferral contributions are allocated to
the Employee as of a date within the Plan Year for which subsection 4(d)(i)
applies.  For this purpose, salary deferral contributions are considered
allocated as of a date within a Plan Year if the allocation is not
contingent on participation or performance of services after such date and
the salary deferral contribution is actually paid to the trust no later
than 12 months after the Plan Year to which the contribution relates. 
Notwithstanding the foregoing, salary deferral contributions that are
distributed to a Member pursuant to Section 5 hereof shall be disregarded
for purposes of determining a Member's average actual deferral percentage
for the year in which the excess annual addition arose.

               (vii)     AGGREGATION OF PLANS.  In the event that this Plan
satisfies the requirements of Section 410(b) of the Code only if aggregated
with one or more other plans, or if one or more other plans satisfy the
requirements of Section 401(k), 401(a)(4) or 410(b) of the Code only if
aggregated with this Plan, then subsection 4(d)(i) shall be applied by
determining the "contribution percentages" of Members as if all such plans
were a single plan.  Plans permissively aggregated pursuant to this
subsection must have the same Plan Year.  Notwithstanding the foregoing,
certain plans shall be treated as separate if mandatorily disaggregated
under Code Section 401(k) and corresponding regulations.

               (viii)    AGGREGATION OF CONTRIBUTIONS.  The "contribution
percentage" for any member who is a Highly Compensated Employee for the
Plan Year and who is eligible to have salary deferral contributions
allocated to his account under two or more plans described in Section
401(a) of the Code that are maintained by a Participating Company or
Related Entity shall be determined as if the total of such Member
contributions were made under this Plan and each other plan.  For purposes
of this subsection, the contributions considered are those taken into
account for each plan with a Plan Year ending with or within the same
calendar year.

               (ix) SPECIAL RULE.  For purposes of determining the "actual
deferral percentage" of a Member who is a Highly Compensated Employee, the
contributions allocable to such Member and  "compensation" of such Member
shall include the contributions allocable to Family Members and
"compensation" of Family Members.  Family Members, with respect to Highly
Compensated Employees, shall be disregarded as separate employees in
determining the "average actual deferral percentage" both for Members who
are not Highly Compensated Employees and for Members who are Highly
Compensated Employees.  For the purpose of this subsection, a Family Member
shall mean an individual described in Section 414(q)(6)(B) of the Code.

          (e)  PARTICIPATING COMPANY CONTRIBUTIONS.

               (i)  MATCHING CONTRIBUTIONS.  The Participating Companies
shall 
contribute to the Fund such uniform percentage of the amount
contributed with respect to a Member under subsection 4(a) as the Company,
in its absolute discretion, shall determine.  The Participating Companies
shall pay over to the Trustee all contributions under this subsection no
later than the due date, including extensions, for filing the Participating
Companies' federal income tax returns for the taxable year coincident with
or within which the Plan Year with respect to which such contributions are
to be made ended.  Such contributions shall be allocated to the Employer
Contribution Accounts of the Members with respect to whom they are made.

               (ii) PROFIT SHARING CONTRIBUTIONS.  In addition, for each
Plan Year, the Participating Companies may contribute to the Fund such
amounts as the Company, in its absolute discretion, shall determine to be
allocated in accordance with this subsection among Members eligible to
share therein.  The Participating Companies shall pay over to the Trustee
all contributions no later than the due date, including extensions, for
filing the Participating Companies' federal income tax returns for the
taxable year ended coincident with or next following the last day of the
Plan Year for which such contributions are to be made. 

                    The following Members shall be entitled to share in the
allocation for a Plan Year:

                    (A)  Members who retired during the Plan Year pursuant
to subsection 8(a);

                    (B)  Members who died during the Plan Year;

                    (C)  Members who terminated employment due to
Disability during the Plan Year; and

                    (D)  Members who both completed a Year of Service
during the Plan year and were employed by a Participating Company on the
last day of the Plan Year.

               Participating Company contributions under this subsection
4(e)(ii) shall be allocated among Members eligible to share therein in the
ratio which the Compensation, as a Member, of each eligible Member for the
Plan Year bears to all such Members for the Plan Year.

          (f)  EMPLOYER CONTRIBUTION ACCOUNT.  The allocations made to a
Member under subsection 4(e) as adjusted for investment gain or loss and
income or expense, constitute the Member's Employer Contribution Account. 
A Member shall have a nonforfeitable interest in the Employer Contribution
Account portion of his Account to the extent provided under Section 8.
(g)  COMPLIANCE WITH PARTICIPATING COMPANY MATCHING CONTRIBUTIONS
DISCRIMINATION TESTS.

               (i)  RULE.  In no event shall the "average contribution
percentage" (as defined below) for Members who are Highly Compensated
Employees (as defined in Section 414(q) of the Code) for any Plan Year bear
a relationship to the "average contribution percentage" for Members who are
not Highly Compensated Employees which does not satisfy either subsection
4(g)(i)(A) or (B) below.

                    (A)  The requirement shall be satisfied for a Plan Year
if the "average contribution percentage" for the group of Members who are
Highly Compensated Employees that are eligible to make contributions under
subsection 4(a) for any portion of the Plan Year is not more than the
"average contribution percentage" of all others who are eligible to make
contributions under subsection 4(a) for any portion of the Plan Year
multiplied by 1.25.

                    (B)  The requirement shall be satisfied for a Plan Year
if (1) the excess of the "average contribution percentage" for the Members
who are Highly Compensated Employees for the Plan Year that are eligible to
make contributions under subsection 4(a) for any portion of the Plan Year
over the "average contribution percentage" of all others who are eligible
to make contributions for any portion of the Plan Year is not more than two
percentage points and (2) the "average contribution percentage" for Members
who are Highly Compensated Employees is not more than the "average
contribution percentage" of all others eligible to make contributions under
subsection 4(a) for any portion of the Plan Year multiplied by two.

               (ii) REFUND.  If the relationship of the "average
contribution percentages" does not satisfy subsection 4(g)(i) for any Plan
Year, then the Committee shall direct the Trustee to distribute the "excess
aggregate contribution" (as defined below) for such Plan Year (plus any
income and minus any loss allocable thereto including the period between
the end of the Plan Year and the date of distribution or forfeiture) by the
last day of the following Plan Year to the Highly Compensated Employees on
the basis of the respective portions of the "excess aggregate contribution"
attributable to each, as determined under this subsection.  If such "excess
aggregate contributions" are distributed more than 2 1/2 months after the
last day of the Plan Year in which such excess amounts arose, a ten (10)
percent excise tax will be imposed on the employer maintaining the Plan
with respect to those amounts.  The "excess aggregate contribution" for any
Plan Year is the excess of the aggregate amount of Participating Company
contributions allocated on a matching basis pursuant to subsection 4(e)(i)
on behalf of Highly Compensated Employees for such Plan Year over the
maximum amount of such contributions which could be  allocated to Highly
Compensated Employees under subsection 4(g)(i).  The portion of the "excess
aggregate contribution" attributable to a Highly Compensated Employee is
determined by reducing Participating Company contributions allocated to
Highly Compensated Employees in order of "contribution percentages" for
each such employee, beginning with the highest of such percentages, until
the "excess aggregate contribution" is eliminated.  "Excess aggregate
contributions" shall be allocated to Members who are subject to the family
aggregation rules of Section 414(q)(6) of the Code by allocating the excess
contributions for the family group among the Family Members in proportion
to the elective contribution of each Family Member that is combined to
determine the actual deferral ratio pursuant to 1.401(k)-1(f)(5)(ii) of the
Code.  Any refund made to a Member in accordance with this subsection shall
be drawn from his Employer Contribution Account.  Notwithstanding the
foregoing, if a Member does not have a 100% nonforfeitable right to his
Employer Contribution Account under subsection 8(d)(ii), the forfeitable
portion of any amount withdrawn from his Employer Contribution Account
shall be forfeited and the vested portion shall be distributed to the
Member.

                    "Excess aggregate contributions" shall be adjusted for
any income or loss up to the date of distribution.  The income or loss
allocable to "excess aggregate contributions" is the sum of:  (1) income or
loss allocable to the Member's account balance attributable to employer
contributions pursuant to subsection 4(e)(i) for the Plan Year multiplied
by a fraction, the numerator of which is such Member's "excess aggregate
contributions" for the year and the denominator of which is the Member's
account balance attributable to employer contributions pursuant to
subsection 4(e)(i); and (2) ten percent of the amount determined under (1)
multiplied by the number of whole calendar months between the end of the
Plan Year and the date of distribution, counting the month of distribution
if distribution occurs after the 15th of such month.

               (iii)     ALLOCATION OF FORFEITURES.  Any amounts forfeited
by Highly Compensated Employees under this subsection shall be applied to
first decrease Participating Company contributions to be made pursuant to
subsection 4(e), and then to increase discretionary Participating Company
contributions.  Notwithstanding the foregoing, no forfeiture arising under
this subsection shall be allocated to the Account of any Highly Compensated
Employee.

               (iv) ADDITIONAL DEFINITIONS.  For purposes of this
subsection 4(g), the term "Member" shall mean each Employee eligible to
make contributions under subsection 4(a) at any time during a Plan Year. 
Such Members include:

                    (A)  an Employee who would be a Member but for the
failure to make required contributions;

                    (B)  an Employee whose right to receive matching
contributions has been suspended because of an election (other than certain
one-time elections) not to participate; and

                    (C)  an Employee who cannot receive a matching
contribution because Section 415(c)(1) or Section 415(e) of the Code
prevents the Employee from receiving additional annual additions. 
 
                    In the case of an eligible Employee who receives no
matching contributions, the contribution ratio that is to be included in
determining the ACP is zero.

                    The "average contribution percentage" for a specific
group of Members for a Plan Year shall be the average of the "contribution
percentage" for each Member in the group for such Plan Year. The
"contribution percentage" for a particular Member shall be the ratio of the
amount of Participating Company contributions allocated to a Member
pursuant to subsection 4(e)(i) for a Plan Year and paid over to the Fund no
later than the end of the 12-month period beginning on the day after the
close of the Plan Year to the Member's "compensation" for such Plan Year. 
For this purpose, "compensation" means compensation for service performed
for a Participating Company which is currently includable in gross income
or which is excludable from gross income pursuant to an election under a
qualified cash or deferred arrangement under Section 401(k) of the Code or
a cafeteria plan under Section 125 of the Code, excluding any amounts
earned prior to satisfying the eligibility requirements of subsection 3(a). 
In no event shall such "compensation" exceed the limitations of Code
Section 401(a)(17), as indexed.

               (v)  AGGREGATION OF CONTRIBUTIONS.  The "contribution
percentage" for any Member who is a Highly Compensated Employee for the
Plan Year and who is eligible to make after tax contributions to any plan
subject to Section 415 of the Code maintained by a Participating Company or
a Related Entity or to have Participating Company matching contributions
within the meaning of Section 401(m)(4)(A) of the Code allocated to his
account under two or more plans described in Section 401(a) of the Code
that are maintained by a Participating Company or a Related Entity shall be
determined as if the total of such Member contributions and Participating
Company contributions was made under this Plan and each other plan.

               (vi) AGGREGATION OF PLANS.  In the event that this Plan
satisfies the requirements of Section 401(a)(4) or 410(b) of the Code only
if aggregated with one or more other plans, or if one or more other plans
satisfy the requirements of Section 410(b) of the Code only if aggregated
with this Plan, then subsection 4(g)(i) shall be applied by determining the
"contribution percentages" of Members as if all such plans were a single
plan.  Notwithstanding the foregoing, certain plans shall be treated as
separate if mandatorily disaggregated under Code Section 401(m) and
corresponding regulations.

               (vii)     SPECIAL RULE.  For purposes of determining the
"contribution percentage" of a Member who is a Highly Compensated Employee,
the contribution allocable to such Member pursuant to subsection 4(e)(i)
and "compensation" of such Member shall include the contributions allocable
to Family Members pursuant to subsection 4(e)(i) and "compensation" of
Family Members.  Family Members, with respect to Highly Compensated
Employees, shall be disregarded as separate employees in determining the
"contribution percentage" both for Members who are not Highly Compensated
Employees and for Members who are Highly Compensated Employees. 

               (viii)    MULTIPLE USE.  If either the "actual deferral
percentage" or "actual contribution percentage" of the Highly Compensated
Employees exceeds 1.25 multiplied by the "actual deferral percentage" and
"actual contribution percentage" of the Non-highly  Compensated Employees,
then the Plan shall test for multiple use.  Such test shall occur when the
sum of the "actual deferral percentage" and "actual contribution
percentage" pursuant to subsections 4(d) and 4(g), respectively, of the
Highly Compensated Employees exceeds the "aggregate limit"; in such
circumstances the "actual contribution percentage" of the Highly
Compensated Employees will be reduced (beginning with such Highly
Compensated Employee whose "actual contribution percentage" is the highest)
so that the "aggregate limit" is not exceeded.  The amount by which each
Highly Compensated Employee's Contribution Account is reduced shall be
treated as an "excess aggregate contribution".  The "actual deferral
percentage" and "actual contribution percentage" of the Highly Compensated
Employees are determined after any corrections required to meet the "actual
deferral percentage" and "actual contribution percentage" tests. 

                    For purposes of this subsection 4(g)(viii) "aggregate
limit" shall mean the sum of (i) 125 percent of the greater of the "actual
deferral percentage" of the Non-highly Compensated Employees for the Plan
Year or the "actual contribution percentage" of Non-highly Compensated
Employees under the plan subject to Code Section 401(m) for the Plan Year
beginning with or within the Plan Year of the cash or deferred arrangement
and (ii) the lesser of 200% or two plus the lesser of such "actual deferral
percentage" or "actual contribution percentage".  "Lesser" is substituted
for "greater" in "(i)", above, and "greater" is substituted for "lesser
after "two plus the" in "(ii)" if it would result in a larger "aggregate
limit".

          (h)  ROLLOVERS.  Subject to uniform rules, any Employee as
defined in subsection 1(l) may, subject to the Committee's approval,
transfer to the Plan all or a portion of an eligible rollover distribution
from an eligible retirement plan.  Such rollover contributions, if
approved, shall be credited to the Employee's Rollover Account.

               The terms "eligible rollover distribution" and "eligible
retirement plan" shall have the meanings described in 9(b)(iii) of the
Plan, except that, for purposes of this subsection 4(h), an individual
retirement account described in Section 408(a) of the Code which holds an
eligible rollover distribution made to a surviving spouse shall not be
considered an eligible retirement plan.

               The Committee shall develop such procedures, and may require
such information from an Employee desiring to make such a transfer, as it
deems necessary or desirable to determine that the proposed transfer will
meet the requirements of this Section.

               Any Employee who has not met the eligibility requirements of
subsection 3(a) but who has made Rollover Contributions into the Plan shall
be considered a Participant for purposes of Sections 6, 7, 8, 10, 11, 13,
14, 15 and 18 of the Plan.

               Notwithstanding anything herein to the contrary, this Plan
shall not accept any direct or indirect transfer (in a transfer after
December 31, 1984) from a defined benefit plan, money purchase plan
(including a target benefit plan), stock bonus or profit sharing plan which
would otherwise have provided for a life annuity form of payment to the
Participant.

          (i)  ROLLOVER ACCOUNT.  Any contribution under subsection 4(h),
as adjusted for investment gain or loss and income or expense, shall
constitute the Member's Rollover Account.  A Member shall at all times have
a nonforfeitable interest in the Rollover Account portion of  his Account.

          (j)  "FAILSAFE" CONTRIBUTIONS.  The Participating Companies may
make a special contribution to be allocated among all Employees who were
eligible to participate in the Plan during the Plan Year and who are not
Highly Compensated Employees within the meaning of Section 401(k)(5) of the
Code in proportion to their Compensation.  The amount of the contribution
shall not exceed the amount, determined by the Committee, necessary to
satisfy the discrimination standards of Section 401(k)(3) of the Code.  Any
such contribution shall be treated as an addition to the Member's Salary
Deferral Account and shall be subject to the vesting and distribution
provisions of the Plan pertaining to elective contributions and the
conditions described in Regulation 1.401(k) - 1(b)(5) of the Code.

          (k)  PAYROLL TAXES.  The Participating Companies shall withhold
from the Compensation of the Members and remit to the appropriate
government agencies such payroll taxes and income tax withholding as the
Company determines is or may be necessary under applicable statutes or
ordinances and the regulations and rulings thereunder.
5.   MAXIMUM CONTRIBUTIONS AND BENEFITS
          (a)  DEFINED CONTRIBUTION LIMITATION.  In the event that the
amount allocable to a Member from contributions to the Fund in respect of
any Plan Year would cause the Annual Additions allocated to any Member
under this Plan plus the Annual Additions allocated to such Member under
any other plan maintained by a Participating Company or a Related Entity to
exceed for any Limitation Year the lesser of (i) $30,000 (or, if greater,
one-fourth of the dollar limitation in effect under subsection 415(b)(1)(A)
of the Code for such Limitation Year) or (ii) 25% of such Member's
compensation (as defined in subsection 5(d)) for such Limitation Year, then
such amount allocable to such Member shall be reduced by the amount of such
excess to determine the actual amount of the contribution allocable to such
Member in respect of such Plan Year.  If excess Annual Additions arise as a
result of a reasonable error in determining the amount of elective
deferrals that a Member may make pursuant to subsection 4(a) in any
Limitation Year, then such excess may be distributed to the Member. 
Otherwise, the excess amount allocable to a Member's Account shall be held
in a suspense account and shall be used to reduce contributions allocable
to the Member for the next Limitation Year (and succeeding Limitation Years
as necessary) provided, however, that the Member is covered by the Plan as
of the end of the Limitation Year.  If the Member is not covered by the
Plan as of the end of the Limitation Year, then the excess amount shall be
held unallocated in a suspense account and shall be allocated among all
Employees eligible to make contributions under subsection 4(a) for such
Limitation Year as an equal percentage of their Compensation for such
Limitation Year.  Except as provided above, no excess amount may be
distributed to a Member or former Member.

               If a short limitation year is created because of an
amendment changing the Limitation Year to a different consecutive 12-month
period, the defined contribution dollar limitation will be prorated based
on the number of months in the short Limitation Year. 

          (b)  COMBINED LIMITATION.  In addition to the limitation of
subsection 5(a), if a Participating Company or a Related Entity maintains
or maintained a defined benefit plan and the amount allocable to a Member
with respect to any Plan Year would cause the aggregate amount allocated to
any Member under all defined contribution plans maintained by all
Participating Companies or Related Entities to exceed the maximum
allocation as determined in subsection 5(c), then such amount allocable to
such Member shall be reduced by the amount of such excess to determine the
actual amount of the contribution allocable to such Member for such Plan
Year.  The excess amount with respect to any Member shall be held in
accordance with subsection 5(a).  Notwithstanding the foregoing, to the
extent administratively feasible, the combined limitation shall be applied
to the Member's benefit payable from the defined benefit plan prior to
reduction of the Member's Annual Additions under this Plan.

          (c)  COMBINED LIMITATION COMPUTATION.

               (i)  MAXIMUM ALLOCATION.  The maximum allocation is the
amount of Annual Additions which may be allocated to a Member's benefit
without permitting the sum of the defined benefit plan fraction (as
hereinafter defined) and the defined contribution plan fraction (as
hereinafter defined) to exceed 1.0 for any Limitation Year.  The defined
benefit plan fraction applicable to a Member for any Limitation Year is a
fraction, the numerator of which is the projected annual benefit of the
Member under the plan determined as of the close of the Limitation Year and
the denominator of which is the lesser of (1) the product of 1.25
multiplied by the maximum then permitted dollar amount of straight life
annuity payable under the defined benefit plan maximum benefit provisions
of the Code as a benefit commencing at the Member's social security
retirement age or (2) the product of 1.4 multiplied by the maximum
permitted amount of straight life annuity, based on the Member's
compensation, payable under the defined benefit plan maximum benefit
provisions of the Code as a benefit commencing at the Member's social
security retirement age.  For purposes of this subsection 5(c), a Member's
projected annual benefit is equal to the annual benefit, expressed in the
form of a straight life annuity, to which the Member would be entitled
under the terms of the defined benefit plan based on the assumptions that
(1) the Member will continue  employment until reaching his social security
retirement age (or current age, if later) at a rate of compensation equal
to that for the Limitation Year under consideration and (2) all other
relevant factors used to determine benefits under the plan for the
Limitation Year under consideration will remain constant for future
Limitation Years.  The defined contribution plan fraction applicable to a
Member for any Limitation Year is a fraction, the numerator of which is the
sum of the Annual Additions for all Limitation Years allocated to the
Member as of the close of the Limitation Year and the denominator of which
is the sum of the lesser, separately determined for each Limitation Year of
the Member's employment with a Participating Company or Related Entity, of
(1) the product of 1.25 multiplied by the maximum dollar amount of Annual
Additions which could have been allocated to the Member under the Code for
such Limitation Year or (2) the product of 1.4 multiplied by the maximum
amount, based on the Member's compensation, of Annual Additions which 
could have been allocated to the Member for such Limitation Year.

               (ii) TRANSITIONAL RULE.  Notwithstanding the above, if the
Employee was a Member as of the first day of the first Limitation Year
beginning after December 31, 1986, in one or more defined benefit plans
maintained by the Participating Companies which were in existence on May 6,
1986, the denominator of the defined benefit fraction used in computing the
combined limitation pursuant to 5(c)(i) hereof will not be less than 125
percent of the sum of the annual benefits under such plans which the Member
had accrued as of the close of the last Limitation Year beginning before
January 1, 1987, disregarding any changes in the terms and conditions of
the plan after May 5, 1986.  The preceding sentence applies only if the
defined benefit plans individually and in the aggregate satisfied the
requirements of Section 415 for all Limitation Years beginning before
January 1, 1987.

               Furthermore, in computing the defined contribution plan
fraction pursuant to 5(c)(i) hereof, if the Employee was a Member as of the
end of the first day of the first Limitation Year beginning after December
31, 1986, in one or more defined contribution plans maintained by the
Participating Companies which were in existence on May 6, 1986, the
numerator of the defined contribution fraction will be adjusted if the sum
of this fraction and the defined benefit fraction would otherwise exceed
1.0 under the terms of this Plan.  Under the adjustment, an amount equal to
the product of (1) the excess of the sum of the fractions over 1.0 times
(2) the denominator of this fraction, will be permanently subtracted from
the numerator of this fraction.  The adjustment is calculated using the
fractions as they would be computed as of the end of the last Limitation
Year beginning before January 1, 1987, and disregarding any changes in the
terms and conditions of the plan made after May 5, 1986, but using the
Section 415 limitation applicable to the first Limitation Year beginning on
or after January 1, 1987.

          (d)  DEFINITION OF "COMPENSATION" FOR CODE LIMITATIONS.  For
purposes of the limitations on the allocation of Annual Additions to a
Member and maximum benefits under a defined benefit plan as provided for in
this Section 5, "compensation" for a Limitation Year shall mean the sum of
(i) amounts paid by a Participating Company or a Related Entity to the
Member with respect to personal services rendered by the Member, (ii)
earned income of a self-employed person with respect to a Participating
Company or a Related Entity, (iii) amounts received by the Member (A)
through accident or health insurance or under an accident or health plan
maintained or contributed to by a Participating Company or a Related Entity
and which are includable in the gross income of the Member, (B) through a
plan contributed to by a Participating Company or a Related Entity
providing payments in lieu of wages on account of a Member's permanent and
total disability, or (C) as a moving expense allowance paid by a
Participating Company or a Related Entity and which are not deductible by
the Member for federal income tax purposes; (iv) the value of a
non-statutory stock option granted by a Participating Company or a Related
Entity to the Member to the extent included in the Member's gross income
for the taxable year in which it was granted; and (v) the value of property
transferred by a Participating Company or a Related Entity to the Member
which is includable in the Member's gross income due to an election by the
Member under Section 83(b) of the Code.  Compensation shall not include 
(i) contributions made by a Participating Company or Related Entity to a
deferred compensation plan which, without regard to Section 415 of the
Code, are not includable in the Member's gross income for the taxable year
in which contributed; (ii) Participating Company or Related Entity
contributions made on behalf of a Member to a simplified employee pension
plan to the extent they are deductible by the Member under Section
219(b)(7) of the Code; (iii) distributions from a deferred compensation
plan (except from an unfunded non-qualified plan when includable in gross
income); (iv) amounts realized from the exercise of a non-qualified stock
option, or when restricted stock (or property) held by a Member either
becomes freely transferable or is no longer subject to a substantial risk
of forfeiture; (v) amounts realized from the sale, exchange or other
disposition of stock acquired under a qualified or incentive stock option;
and (vi) other amounts which receive special tax benefits, such as premiums
for group term life insurance (to the extent excludable from gross income)
or Participating Company or Related Entity contributions towards the
purchase of an annuity contract described in Section 403(b) of the Code.
6.   ADMINISTRATION OF FUNDS
          (a)  INVESTMENT CONTROL.  The management and control of the
assets of the Plan shall be vested in the Trustee designated from time to
time by the Company through its Board of Directors; provided, however, the
Company, through its Board of Directors, or the Trustee, may appoint one or
more Investment Managers to manage, acquire or dispose of any assets of the
Plan and the Committee may instruct the Trustee to establish Investment
Categories for selection by the Members in accordance with the Plan, in
which case the Committee may at any time add to or delete from the
Investment Categories.

          (b)  MEMBER ELECTIONS.  If Investment Categories are established,
then in accordance with uniform rules of general application established by
the Committee, each Member shall have the right to designate the Investment
Category or Categories in which the Trustee is to invest the subaccounts
which constitute such Member's Account.  Such rules may permit each Member
to specify separate investment for any or all of his subaccounts or require
that all of a Member's subaccounts be invested in a uniform manner.  With
respect to new contributions, a Member may elect to have amounts allocated
among the Investment Categories in multiples of 1% of the amount of such
contributions.  A Member may elect to transfer amounts between any of the
Investment Categories.  Such elections shall be made at such time, in such
manner, and in such form as the Committee may prescribe through uniform and
nondiscriminatory rules.  The minimum amount transferable out of any one
Investment Category shall be 1% of the value of the Member's Account, or,
if less, the entire amount invested under such option.  Any designation or
change in designation of Investment Category shall ultimately be verified
in writing to the Committee.  The Committee shall provide written
confirmation of the enacted change to the Member.  Any confirmation so
provided shall be considered verified by the Member unless the Member
notifies the Committee otherwise within ninety (90) days after he receives
such confirmation.  Unless the Committee provides otherwise, such change in
designation shall be effective as soon as administratively feasible in
accordance with rules established by the Committee.  Any election of
Investment Category by any Member shall, on its effective date, cancel any
prior election.  The Committee may limit the right of a Member (i) to
increase or decrease his contributions to a particular Investment Category,
(ii) to transfer amounts to or from a particular Investment Category or
(iii) to transfer amounts between particular Investment Categories, if it
determines that any such limitation is necessary or desirable to establish
or maintain an Investment Category.  In accordance with subsection 2(d),
the Committee may promulgate separate accounting and administrative rules
to facilitate the establishment or maintenance of an Investment Category.

          (c)  LIFE INSURANCE INVESTMENT CATEGORY.  If the Committee
authorizes an Investment Category limited to life insurance, it may  permit
a Member to direct that a portion of amounts allocable to his Salary
Deferral Account be invested in life insurance in accordance with the
following rules:

               (i)  POLICIES.  A Member may elect to invest his Salary
Deferral Account in individual or group insurance policies covering the
Member, his spouse, or his children and in individual or group annuity
contracts issued by one or more insurance companies.  If individual
policies are purchased for a Member's Salary Deferral Account, such
purchases may only be made with the Member's consent.  Individual policies
shall be considered a separate Investment Category of the Member's Salary
Deferral Account and premiums on such policies shall be charged to such
Salary Deferral Account.  A Member may not borrow amounts from insurers
issuing such policies or use such policies as security for a loan; however,
the Trustee, with the consent of  the  Committee,  may  borrow  against 
the  policies  to fund loans under Section 11 hereof.

               (ii) DISTRIBUTION.  When a Member's Salary Deferral Account
is distributed, the Committee may direct the Trustee to convert into cash
the entire value of any individual policies or contracts purchased for a
Member's Salary Deferral Account and to credit such amount to the Member's
Salary Deferral Account.  If not so directed by the Committee, the Trustee
shall distribute any or all of such policies or contracts intact to the
Member.

               (iii)     BENEFICIARY OF POLICY ON MEMBER.  The Trustee
shall be the owner and beneficiary of any insurance policy on the Member's
life.  The proceeds shall be distributed to the beneficiary determined
under Section 7 hereof.A Member's spouse will be the designated beneficiary
of the proceeds in all circumstances unless a qualified election has been
made in accordance with Sections 7 and 9.  Under no circumstances shall the
Trust retain any part of the proceeds.  In the event of any conflict
between the terms of this Plan and the terms of any insurance policy
purchased hereunder, the Plan provisions shall control.

               (iv) BENEFICIARY OF POLICY ON SPOUSE OR CHILD.  To the
extent that a Member's Salary Deferral Account is invested in a life
insurance policy on the life of the Member's spouse or children, the
beneficiary under such a policy shall be the Member, to the extent of the
excess of the proceeds over the cash value, if any, at the time of the
death of the insured, and the beneficiary of the balance of the proceeds
shall be the Member's Salary Deferral Account.

               (v)  LIMITATION.  Not more than 49.99% of the aggregate
amount of Participating Company contributions made on behalf of any Member
may be invested in ordinary life insurance contracts on the life of such
Member or his spouse or children.  Not more than 24.99% of the aggregate
amount of Participating Company contributions on behalf of any Member may
be invested in term life or universal life insurance contracts on the life
of such Member or his spouse or children.  If both ordinary and term life
insurance contracts are purchased on the life of a Member or his spouse or
children, the sum of the annual term life insurance premium plus one-half
of the ordinary life insurance premium may not exceed 24.99% of the
Participating Company contribution made on behalf of such Member for the
Plan Year in question.

               (vi) POLICY DIVIDENDS.  Any dividends that become payable on
any contracts shall be used to provide additional benefits  for the Member
or shall be credited to the Member's Salary Deferral Account.

          (d)  NO MEMBER ELECTION.  If Investment Categories are made
available and a Member does not make a written election of Investment
Category, then the Committee shall direct the Trustee to invest the Account
of such Member in the Investment Category which, in the opinion of the
Committee, best protects principal.

          (e)  FACILITATION.  Notwithstanding any instruction from any
Member for investment of funds in an Investment Category as provided for
herein, the Trustee shall have the right to hold uninvested or invested in
a short term investment fund any amounts intended for investment or
reinvestment until such time as investment may be made in accordance with
the Plan and the Trust Agreement.

          (f)  VALUATIONS.  The Fund and each Investment Category shall be
valued by the Trustee at fair market value as of each Valuation Date.

          (g)  ALLOCATION OF GAIN OR LOSS.  Any increase or decrease in the
market value of each Investment Category of the Fund since the preceding
Valuation Date and all income earned, expenses incurred and realized
profits and losses, shall be determined in accordance with accounting
methods uniformly and consistently applied and shall be added to or
deducted from the Account of each Member based on the amount of a Member's
Account in such Investment Category at the prior Valuation Date in
accordance with non-discriminatory procedures and rules adopted by the
Committee.  Before reallocation, the  Accounts of the Members shall be
reduced by any payments made therefrom in the period. At the Committee's
discretion uniformly applied, administrative  expenses  directly  connected
or associated  with a particular Member's Account may be charged to the
Account.  Notwithstanding the foregoing, allocation shall not be required
to the extent the Fund, or any Investment Category thereof, is administered
in a manner which permits separate valuation of each Member's interest
therein without separate incremental cost to the Plan or the Committee
otherwise provides for separate valuation.

          (h)  PROVISIONS OPTIONAL.  Nothing herein shall require the
Committee to establish Investment Categories.  If no Investment Categories
are established, the Fund shall be administered as a unit.

          (i)  BOOKKEEPING.  The Committee shall direct that separate
bookkeeping accounts be maintained to reflect each Member's Salary Deferral
Account, Rollover Account and Employer Contribution Account.
7.   BENEFICIARIES AND DEATH BENEFITS
          (a)  DESIGNATION OF BENEFICIARY.  Each Member shall have the
right to designate one or more beneficiaries and contingent beneficiaries
to receive any benefit to which such Member may be entitled hereunder in
the event of the death of the Member prior to the distribution of such
benefit by filing a written designation with the Committee on the form
prescribed by the Committee. Such Member may thereafter designate a
different beneficiary at any time by filing a new written designation with
the Committee.  Notwithstanding the foregoing, if a married Member
designates a beneficiary other than his spouse, such designation or
subsequent changes shall not be valid unless the spouse consented in
writing witnessed by a notary public or a member of the Committee in a
manner prescribed by the Committee.  A spouse's consent given in accordance
with the Committee's rules shall be irrevocable by the spouse with respect
to the beneficiary then designated by the Member unless the Member makes a
new beneficiary designation. Any written designation shall become effective
only upon its receipt by the Committee.  If the beneficiary designated
pursuant to this subsection should die on or before the commencement of
distribution of benefits and the Member fails to make a new designation,
then his beneficiary shall be determined pursuant to subsection 7(b).

          (b)  BENEFICIARY PRIORITY LIST.  If (i) a Member omits or fails
to designate a beneficiary, (ii) no designated beneficiary survives the
Member or (iii) the Committee determines that the Member's beneficiary
designation is invalid for any reason, then the death benefits shall be
paid to the Member's surviving spouse, or if the Member is not survived by
his spouse, then to the Member's estate.
8.   BENEFITS FOR MEMBERS

          The following are the only post employment benefits provided by
the Plan:

          (a)  RETIREMENT BENEFIT

               (i)  VALUATION.  Each Member shall be entitled to a
retirement benefit equal to 100% of the Member's Account as of the
Valuation Date coincident with or next following his retirement on or after
his or Normal Retirement Date.

               (ii) LATE RETIREMENT.  A Member who continues employment
beyond his Normal Retirement Date shall continue to participate in the
Plan.  His Account shall become nonforfeitable upon his attaining his
Normal Retirement Date.

          (b)  DEATH BENEFIT

               (i)  VALUATION.  In the event of the in-service death of a
Member before actual retirement or termination, 100% of the Member's
Account on the Valuation Date coincident with or next following his death
shall constitute his death benefit and shall be distributed pursuant to
Sections 7 and 9 (A) to his designated beneficiary or (B) if no designation
of beneficiary is then in effect, to the beneficiary determined pursuant to
subsection 7(b).

               (ii) SURVIVOR BENEFITS.  In the event of the post-employment
death of a retired or terminated Member before distribution of his vested
Account balance has been made to him, his Account shall constitute a death
benefit and shall be distributed (A) to his designated beneficiary or (B)
if no designation of beneficiary is then in effect, to the beneficiary
determined pursuant to subsection 7(b).

          (c)  DISABILITY BENEFIT.  In the event a Member suffers a
Disability before actual retirement, 100% of the Member's Account on the
Valuation Date coincident with or next following his Disability shall
constitute his Disability benefit, provided said Member severs from service
with a Participating Company due to his Disability.

          (d)  TERMINATION OF EMPLOYMENT BENEFIT

               (i)  VALUATION.  In the event a Member terminates employment
with all Participating Companies and all Related Entities other than by
reason of retirement on or after his Normal Retirement Date, Disability or
in-service death, the Member shall be entitled to receive a benefit equal
to 100% of his Salary Deferral Account and Rollover Account and the
nonforfeitable portion (as determined under the vesting schedule at
subsection 8(d)(ii)) of his Employer Contribution Account on the Valuation
Date coincident with or last preceding distribution.

               (ii) VESTING SCHEDULE.  The nonforfeitable portion of a
Member's Employer Contribution Account is as follows:

                                             NONFORFEITABLE
                      YEARS OF SERVICE         PERCENTAGE
                      ________________         __________
                       Less than 2 years             0%
           2 years but less than 3 years            20%
           3 years but less than 4 years            40%
           4 years but less than 5 years            60%
           5 years but less than 6 years            80%
                         6 years or more           100%

               (iii)     COMPUTATION PERIOD.  For purposes of subsection
8(d), the computation period for determining a Year of  Service or a Break
in Service shall be the Plan Year.

               (iv) CREDITING SERVICE.  For purposes of subsection 8(d), a
Member shall receive credit for all Years of Service, including Years of
Service prior to the Effective Date, except as follows:

                    (A)  If a Member has a Break in Service in five
consecutive computation periods, then Years of Service after such
consecutive Breaks in Service shall not be taken into account for purposes
of determining the nonforfeitable percentage of the Member's Employer
Contribution Account which accrued prior thereto.

                    (B)  If a Member who has no nonforfeitable rights has a
Break in Service for the greater of (1) five or more consecutive
computation periods or (2) the accumulated Service of the Member prior to
the Break in Service, then Years of Service prior to such consecutive
Breaks in Service shall not be taken into account for the purpose of
determining the nonforfeitable percentage of the Member's Employer
Contribution Account which accrues thereafter.

                    (C)  CASHOUTS.  If distribution is made to a Member on
account of termination of employment prior to the date on which the Member
has a Break in Service for five consecutive computation periods and the
Member returns to employment covered by the Plan, the Member's Account
shall subsequently be determined without regard to the portion thereof
derived from predistribution employment provided the Member (1) received
distribution of the entire present value of the nonforfeitable portion of
his Account at the time of distribution, (2) the amount of the distribution
did not exceed $3,500 or the Member (with spousal consent, if applicable)
voluntarily elected to receive the distribution, and (3) the Member upon
return to employment covered by the Plan does not repay the full amount of
the distribution before the earlier of suffering five consecutive one year
Breaks in Service, or at the close of the first period of five consecutive
one year Breaks in Service commencing after the withdrawal.  If timely
repayment is made, the Member's Account shall equal the sum of the
repayment and the forfeitable portion of the Member's Account on the date
of distribution, unadjusted by gains or losses subsequent to the
distribution.  Restoration required due to Fund losses shall be made, to
the extent necessary, first from forfeitures in the Plan Year of repayment
and second from Participating Company contributions.

               (v)  CHANGE IN VESTING SCHEDULE.  If the Plan's vesting
schedule is amended, or the Plan is amended in any way that directly or
indirectly affects the computation of the Member's nonforfeitable
percentage or if the Plan is deemed amended by an automatic change to or
from a top-heavy vesting schedule, each Member with at least 3 Years of
Service with the Participating Company may elect, within a reasonable
period after the adoption of the amendment or change, to have the
nonforfeitable percentage computed under the Plan without regard to such
amendment or change.  For Members who do not have at least 1 Hour of
Service in any Plan Year beginning after December 31, 1988, the preceding
sentence shall be applied by  substituting "5 Years of Service" for "3
Years of Service" where such language appears.

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

               (i)  60 days after the amendment is adopted;

               (ii) 60 days after amendment becomes effective; or

               (iii)     60 days after Member is issued written notice of
the amendment by the Participating Company.

          (e)  RECOGNITION OF FORFEITURES.  The nonvested portion of the
Employer Contribution Account of a Member (i) who separates from service
with no vested interest in his Employer Contribution Account or (ii) who
receives a distribution prior to suffering his fifth consecutive Break in
Service shall be forfeited on the date of (i) separation or (ii)
distribution, as the case may be, subject to the right to restoration.  The
nonvested portion of the Employer Contribution Account of any other Member
shall be forfeited on the last day of the Plan Year in which the Member
suffers his fifth consecutive Break in Service.  Forfeitures shall first be
applied to restore a Member's Accounts as required by subsection 8(d)(iv). 
Any remaining forfeitures shall serve to increase Participating Company
contributions.
9.   DISTRIBUTION OF BENEFITS
          (a)  COMMENCEMENT.  The payment of benefits shall commence as
soon after the Valuation Date following the Member's termination of
employment as is administratively feasible, except as provided below.

               (i)  TERMINATION OF EMPLOYMENT BENEFITS.  If the
nonforfeitable portion of the Member's Account exceeds or ever exceeded
$3,500 and is not "immediately distributable", distributions of benefits
payable under subsection 8(d) shall not commence unless the Member consents
to such distribution in writing.  The Committee shall notify the Member of
his right to defer said distribution, subject to the limitations of
subsections 9(a)(ii) below.

                    If the Member does not consent to distribution, his
Account shall be retained in the Fund until such later date as the Member
requests distribution.  If the Member does not request distribution prior
to his Normal Retirement Date or death, distribution shall commence as soon
after the Valuation Date next following the first to occur of the Member's
Normal Retirement Date or death (provided the Committee receives notice of
the Member's death), as is administratively feasible.

               (ii) DEFERRAL LIMITATION.  In no event other than with the
written consent of the Member shall the payment of benefits commence later
than the sixtieth day after the close of the Plan Year in which the latest
of the following occurs:

                    (A)  the Member's Normal Retirement Date;

                    (B)  the Member's separation from service; or

                    (C)  the tenth anniversary of the year in which the
Member commenced participation in the Plan. 

                    Provided, however, distribution of benefits must
commence on or before the April 1st of the calendar year following the
calendar year in which the Member attains age 70 1/2.

               (iii)     DEATH BENEFIT DEFERRAL LIMITATION.  The payment of
death benefits under the Plan shall commence as soon after the Valuation
Date following the Member's death as is administratively feasible or as the
Member's beneficiary elects, subject to the limitation of subsection
9(b)(ii).

          (b)  BENEFIT FORM.

               (i)  RETIREMENT AND TERMINATION BENEFITS.  All benefits
shall be distributed in one lump sum, excepting Death benefits which shall
be paid in accordance with subsection 9(b)(ii) hereof.  Notwithstanding the
foregoing, all Members' Accounts shall continue to be adjusted under
subsection 6(g) through the Valuation Date coincident with or last
preceding distribution.

               (ii) DEATH BENEFITS.  Death benefits shall be distributed in
one lump sum or in installments over a period not extending beyond five
years of the Member's date of death.

               (iii)     IRC 401(a)(31) COMPLIANCE.

                    (A)  GENERAL RULE.  This subsection 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 subsection, a distributee may elect, at
the time and in the manner prescribed by the Committee, to have any portion
of an eligible rollover distribution paid directly to an eligible
retirement plan specified by the distributee in a direct rollover.

                    (B)  DEFINITIONS.

                         1.   ELIGIBLE ROLLOVER DISTRIBUTION.  An eligible
rollover distribution is any distribution of all or any portion of the
balance to the credit of the distributee, except that an eligible rollover
distribution does not include: 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 Section
401(a)(9) of the Code; and the portion of any distribution that is not
includible in gross income (determined without regard to the exclusion for
net unrealized appreciation with respect to employer securities).

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

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

                         4.   DIRECT ROLLOVER.  A direct rollover is a
payment by the Plan to the eligible retirement plan specified by the
distributee.

               (c)  ACCOUNT BALANCES LESS THAN $3,500.  If a terminated
Member's vested Account balance does not exceed nor ever exceeded $3,500 on
the Valuation Date coincident with or next following his termination, said
Member's Account may be immediately distributed without his consent.

               (d)  DEFINITIONS.  The following definitions shall apply to
this Section 7 and 9 hereof:

                    (i)  "Immediately distributable benefit" shall mean the
vested Account balance which could be distributed to a Member (or surviving
spouse) before said Member attains (or would have attained if not deceased)
the later of Normal Retirement Age or age 62.

                    (ii) "Spouse" (surviving spouse) shall mean the spouse
or surviving spouse of the  Member, provided that a former spouse will not
be treated as the spouse or surviving spouse if the Member re-marries
within 1 year of the annuity starting date, and remains married for the 1
year period ending on the date of death.

          (e)  WITHHOLDING.  All distributions under the plan are subject
to federal, state and local withholding as required by applicable law as in
effect from time to time.
10.  IN-SERVICE DISTRIBUTIONS
          (a)  AGE 59-1/2.  A Member who has attained age 59-1/2 shall have
the right to withdraw all or a portion of his Salary Deferral Account and
Rollover Account as of the Valuation Date next following the Member's
timely delivery of request for withdrawal to the Committee.

          (b)  HARDSHIP.  A Member shall have the right to request an
in-service distribution from his vested Account balance for purposes of
hardship.  A distribution is on account of hardship only if the
distribution both (i) is made on account of an immediate and heavy
financial need of the Member and (ii) is necessary to satisfy such
financial need.

          (c)  NEED.  A distribution shall be deemed to be made on account
of an immediate and heavy financial need of the Member if the distribution
is on account of (i) medical expenses described in Section 213(d) of the
Code incurred or necessary to obtain medical care by the Member, the
Member's spouse or any dependent of the Member (as defined in Section 152
of the Code); (ii) purchase (excluding mortgage payments) of a principal
residence for the Member; (iii) payment of tuition for the next 12 months
of post-secondary education for the Member, the Member's spouse, child or
any dependent of the Member (as defined in Section 152 of the Code); or
(iv) the need to prevent the eviction of the Member from his principal
residence or foreclosure on the mortgage of the Member's principal
residence.  Further, the Committee, according to uniform rules, may find
that an immediate and heavy financial need exists in other circumstances
where it concludes that the elimination of the need is necessary to
preserve the health or well-being of the Member, his spouse or a dependent
of the Member as defined in Section 152 of the Code.

          (d)  SATISFACTION OF NEED.  A distribution will be deemed to be
necessary to satisfy an immediate and heavy financial need of a Member only
if all of the requirements or conditions set forth below are satisfied or
agreed to by the Member, as appropriate.

               (i)  The distribution is not in excess of the amount of the
immediate and heavy financial need of the Member, including, if requested,
any amounts necessary to pay the income and excise taxes arising on account
of the distribution.

               (ii) The Member has obtained all distributions, other than
hardship distributions, and all non-taxable loans currently available under
all plans subject to Section 415 of the Code maintained by the Company and
any Related Entity.

               (iii)     The Member's elective contributions under this
Plan and each other plan subject to Section 415 of the Code maintained by
the Company or a Related Entity in which the Member participates are
suspended for twelve full calendar months after receipt of the
distribution.

               (iv) The Member does not make elective contributions under
this Plan or any other plan maintained by the Company or a Related Entity
for the year immediately following the taxable year of the hardship
distribution in excess of the applicable limit under Section 402(g) of the
Code for such next taxable year reduced by the amount of the Member's
elective contributions for the taxable year of the hardship distribution.

          (e)  LIMITATION.  Distributions from a Member's Salary Deferral
Account made on account of hardship shall be limited to the sum of (i) the
Member's elective contributions under the plan and (ii) income allocable to
such contributions credited to the Member's account as of December 31,
1988.  No more than one distribution may be made to any Member under this
Section in any 12-month period.  Any distribution must be for a minimum of
$500 or, if less, the maximum distribution allowed pursuant to this
subsection.  Distributions shall be subject to the withholding requirements
of subsection 9(e).
11.  LOANS
          (a)  COMMITTEE DISCRETION.  The Committee, in its discretion,
shall have the right to direct that a bona fide loan be made from a
Member's vested Account balance to any Member who requests the same.  For
purposes of this Section 11, the term "Member" shall also include
beneficiaries and terminated employees with deferred vested account
balances who are "parties in interest" as defined in Section 3 of ERISA. 
All such loans shall be subject to the requirements of this Section and
such other rules which the Committee shall from time to time prescribe. 
Eligibility for and the rules with respect to loans shall be uniformly
applied to all Members.  Nothing in this Section shall require the
Committee to make loans available to Members.

          (b)  MINIMUM REQUIREMENTS.  To the extent the Committee
authorizes loans to Members, such loans shall be subject to the following
rules:

               (i)  PRINCIPAL AMOUNT.  The principal amount of the loan to
a Member shall be subject to a minimum of one thousand dollars and may not
exceed, when added to the outstanding balance of all other loans to the
Member from the Plan, the lesser of (A) $50,000, reduced by the excess of
the highest outstanding balance of loans to the Member from the Plan during
the one-year period ending on the day before the date on which such loan
was made over the outstanding balance of loans to the Member from the Plan
on the date on which such loan is so made or (B) 50% of the Member's
nonforfeitable Account on the Valuation Date last preceding the date on
which the loan is made.

               (ii) MAXIMUM TERM.  Generally, the term of the loan may not
exceed five years.  However, if the Member demonstrates that the purpose of
a loan is to acquire a principal residence for the Member, then the maximum
term shall be for a reasonable period of years. 

               (iii)     INTEREST RATE.  The interest rate shall be
determined by the Committee from time to time at a rate equivalent to that
charged by major financial institutions in the community for comparable
loans at the time the loan is made.

               (iv) REPAYMENT.  The loan shall be repaid over its term in
level installment payments made at least quarterly.  If the Member is an
active employee, the payments shall correspond to the Member's payroll
period.  As a condition precedent to approval of the loan, the Member shall
be required to authorize payroll withholding in the amount of each
installment.  Prepayment of the entire outstanding balance of a loan may be
made at any time; however, the Member shall  not be eligible for a new loan
until three months after the loan has been prepaid.

               (v)  COLLATERAL.  The loan shall be secured by the Member's
Account to the extent of the principal amount of the loan plus accrued
interest.  No more than 50% of the Member's vested Account balance may be
used to secure a loan.  The Committee, according to a uniform rule, may
require a Member to post additional collateral to secure a loan.

               (vi) DISTRIBUTION OF ACCOUNT.  If the nonforfeitable portion
of a Member's Account is to be distributed prior to the Member's payment of
all principal and accrued interest due on any loan to such Member, the
distribution shall include as an offset the amount of unpaid principal and
interest due on the loan.

               (vii)     NOTES.  All loans shall be evidenced by a note
containing such terms and conditions as the Committee shall require.

               (viii)    MULTIPLE LOANS.  A Member shall be permitted only
one outstanding loan at any time.

          (c)  ACCOUNTING.  The principal amount of any loan shall be
treated as a separate earmarked investment of the borrowing Member.  All
payments of principal and interest with respect to such loan shall be
credited to a separate account for the borrowing Member until redeposited
into the Fund in accordance with the Member's election.
12.  TITLE TO ASSETS.
          No person or entity shall have any legal or equitable right or
interest in the contributions made by any Participating Company, or
otherwise received into the Fund, or in any assets of the Fund, except as
expressly provided in the Plan.
13.  AMENDMENT AND TERMINATION
          (a)  AMENDMENT.  In accordance with the provisions of subsection
2(e)(i) hereof, the provisions of this Plan may be amended by the Company
from time to time and at any time in whole or in part, provided that no
amendment shall be effective unless the Plan as so amended shall be for the
exclusive benefit of the Members and their beneficiaries.  No amendment to
the Plan shall be effective to the extent that it has the effect of
decreasing a Member's Account balance or eliminating an optional form of
benefit, with respect to benefits attributable to service before the
amendment.  Furthermore, if the vesting schedule of the Plan is amended, in
the case of an Employee who is a Member as of the later of the date such
amendment is adopted or the date it becomes effective, the nonforfeitable
percentage (determined as of such date) of such Employee's right to his
Account balance will not be less than his percentage computed under the
plan without regard to such amendment.

          (b)  TERMINATION.  While it is the Company's intention to
continue the Plan in operation indefinitely, the right is, nevertheless,
expressly reserved to terminate the Plan in whole or in part or discontinue
contributions in the event of unforeseen conditions.  Any such termination,
partial termination or discontinuance of contributions shall be effected
only upon condition that such action is taken as shall render it impossible
for any part of the corpus of the Fund or the income therefrom to be used
for, or diverted to, purposes other than the exclusive benefit of the
Members and their beneficiaries.

          (c)  CONDUCT ON TERMINATION.  If the Plan is to be terminated at
any time without establishment of a successor plan, the Company shall give
written notice to the Trustee which shall thereupon revalue the assets of
the Fund and the accounts of the Members as of the date of termination,
partial termination or discontinuance of contributions and, after
discharging and satisfying any obligations of the Plan, shall allocate all
unallocated assets to the Accounts of the Members at the date of
termination, partial termination or discontinuance of contributions as
provided for in Section 6.  Upon termination, partial termination or
discontinuance of contributions the Accounts of Members affected thereby
shall be nonforfeitable.  The Committee, in its sole discretion, shall
instruct the Trustee either (i) to pay over to each affected Member his
Account or (ii) to continue to control and manage the Fund for the  benefit
of the Members to whom distributions will be made in later periods at the
time provided in Section 8 and in the manner provided in Section 9.  For
purposes of this paragraph, "successor plan" shall be as defined in Code
Section 1.401(k) - 1(d)(3).
14.  LIMITATION OF RIGHTS
          (a)  ALIENATION.  None of the payments, benefits or rights of any
Member shall be subject to any claim of any creditor of such Member and, in
particular, to the fullest extent permitted by law, shall be free from
attachment, garnishment, trustee's process, or any other legal or equitable
process available to any creditor of such Member.  No Member shall have the
right to alienate, anticipate, commute, pledge, encumber or assign any of
the benefits or payments which he may expect to receive, contingently or
otherwise, under this Plan, except the right to designate a beneficiary or
beneficiaries as hereinabove provided.  For purposes of this subsection,
neither a loan made to a Member nor the pledging of the Member's Account as
security therefor, both pursuant to Section 11, shall be treated as an
assignment or alienation unless such loan is subject to the tax imposed by
Section 4975 of the Code.

          (b)  QUALIFIED DOMESTIC RELATIONS ORDER EXCEPTION.  Subsection
l4(a) shall not apply to the creation, assignment or recognition of a right
to any benefit payable with respect to a Member under a qualified domestic
relations order within the meaning of Section 414(p) of the Code.

               In the case of any payment before a Member has separated
from service, such an order may require that payment of benefits be made to
an Alternate Payee prior to the date on which the Member is entitled to a
distribution under the Plan, regardless of whether the Member has attained
the earliest retirement age under Section 414(p)(4) of the Code.  However,
if the present value of the amount awarded to the Alternate Payee by the
qualified domestic relations order is greater than three thousand five
hundred dollars ($3,500), the Alternate Payee must consent in writing
before an immediate distribution may be made.

               Payment made pursuant to this subsection may be made to the
Alternate Payee:

               (i)  as if the Member had retired on the date on which
payments are to begin, based on the Account balances actually credited, and
not considering any Participating Company subsidy for early retirement, and

               (2)  in any form in which such benefits may be paid under
the Plan to the Member (other than in the form of a joint and survivor
annuity with  respect to the Alternate Payee and such Payee's subsequent
spouse).

               For purposes of this subsection, "Alternate Payee" shall
mean the spouse, former spouse, child or other dependent of a Member who is
recognized by a Qualified Domestic Relations Order as having a right to
receive all, or a portion of, the benefits payable under the Plan with
respect to a Member.

          (c)  EMPLOYMENT.  Neither the establishment of the Plan, nor any
modification thereof, nor the creation of any fund, trust or account, nor
the payment of any benefit shall be construed as giving any Member or
Employee, or any person whomsoever, any legal or equitable right against
any Participating Company, the Trustee or the Committee, unless such right
shall be specifically provided for in the Trust Agreement or the Plan or
conferred by affirmative action of the Committee or the Company in
accordance with the terms and provisions of the Plan or as giving any
Member or Employee the right to be retained in the employ of any
Participating Company. All Members and other Employees shall remain subject
to discharge to the same extent as if the Plan had never been adopted.
15.  MERGERS, CONSOLIDATIONS OR TRANSFERS OF PLAN ASSETS
          In the case of any Plan merger or Plan consolidation with, or
transfer of assets or liabilities of the Plan to, any other qualified
retirement plan, each Member in the Plan must be entitled to receive a
benefit immediately after the merger, consolidation, or transfer (if the
Plan were then to terminate) which is equal to or greater than the benefit
he would have been entitled to receive immediately before the merger,
consolidation, or transfer (if the Plan had been terminated).
16.  PARTICIPATION BY RELATED ENTITIES

          (a)  COMMENCEMENT.  Any entity which is a Related Entity with
respect to the Company may, with the permission of the Board of Directors,
elect to adopt this Plan and the accompanying Trust Agreement.

          (b)  TERMINATION.  The Company may, by action of the Board of
Directors, determine at any time that any such Participating Company shall
withdraw and establish a separate plan and fund.  The withdrawal shall be
effected by a duly executed instrument delivered to the Trustee instructing
it to segregate the assets of the Fund allocable to the Employees of such
Participating Company and pay them over to the separate fund.

          (c)  SINGLE PLAN.  The Plan shall at all times be administered
and interpreted as a single plan for the benefit of the Employees of all
Participating Companies.

          (d)  DELEGATION OF AUTHORITY.  Each Participating Company, by
adopting the Plan, acknowledges that the Company has all the rights and
duties thereof under the Plan and the Trust Agreement, including the right
to amend the same.

          (e)  DISPOSITION OF ASSETS OR SUBSIDIARY.  Distributions may be
made in connection with the Company's disposition of assets or a subsidiary
to those Members who continue in employment with the purchaser of the
assets or with the subsidiary, provided that the purchaser or the
subsidiary does not maintain the Plan after the disposition.

          (f)  FORM OF DISTRIBUTIONS.  All distributions made pursuant to
this Section 16 shall be lump sum distributions as defined in Code Section
402(d)(4), without regard to subparagraphs (A)(i) through (iv), (B), and
(F) of said Code Section.
17.  TOP-HEAVY REQUIREMENTS
          (a)  GENERAL RULE.  For any Plan Year in which the Plan is a
top-heavy plan or included in a top-heavy group as determined under this
Section, the special requirements of this Section shall apply.  The Plan
shall be a top-heavy plan (if it is not included in an "aggregation group")
or a plan included in a top-heavy group (if it is included in an
"aggregation group") with respect to any Plan Year if the sum as of the
"determination date" of the "cumulative accounts" of "key employees" for
the Plan Year exceeds 60% of a similar sum determined for all "employees",
excluding "employees" who were "key employees" in prior Plan Years only.

          (b)  DEFINITIONS. For purposes of this Section, the following
definitions shall apply to be interpreted in accordance with the provisions
of Section 416 of the Code and the regulations thereunder.

               (i)  "AGGREGATION GROUP" shall mean the plans of each
Participating Company or a Related Entity included below:

                    (A)  each such plan in which a "key employee" is a
participant;

                    (B)  each other such plan which enables any plan in
subsection (A) above to meet the requirements of Section 401(a)(4) or 410
of the Code;

                    (C)  each other plan not required to be included in the
"aggregation group" which the Company elects to include in the "aggregation
group" in accordance with the "permissive aggregation group" rules of the
Code if such group would continue to meet the requirements of Sections
401(a)(4) and 410 of the Code withsuch plan being taken into account; and

                    (D)  each terminated plan of the Company that was
maintained within the last five (5) years ending on the "determination
date".

               (ii) "CUMULATIVE ACCOUNT" for any "employee" shall mean the
sum of the amount of his accounts under this Plan plus all defined
contribution plans included in the "aggregation group" (if any) as of the
most recent valuation date for each such plan within a twelve-month period
ending on the "determination date", increased by any contributions due
after such valuation date and before the "determination date" plus the
present value of his accrued benefit under all defined benefit pension
plans included in the "aggregation group" (if any) as of the "determination
date".  For a defined benefit plan, the present value of the accrued
benefit as of any particular  determination date shall be the amount
determined under (A) the method, if any, that uniformly applies for accrual
purposes under all plans maintained by the Participating Companies and all
Related Entities, or (B) if there is no such method, as if such benefit
accrued not more rapidly than under the slowest accrual rate permitted
under the fractional accrual rule of Section 411(b)(1)(C) of the Code, as
of the most recent valuation date for the defined benefit plan, under
actuarial equivalent factors specified therein, which is within a
twelve-month period ending on the determination date.  For this purpose,
the valuation date shall be the date for computing plan costs for purposes
of determining the minimum funding requirement under Section 412 of the
Code.  "Cumulative accounts" of "employees" who have not performed an Hour
of Service for any Participating Company or Related Entity for the
five-year period ending on the "determination date" shall be disregarded. 
An "employee's" "cumulative account" shall be increased by the aggregate
distributions during the five-year period ending on the "determination
date" made with respect to him under any plan in the "aggregation group". 
Rollovers and direct plan-to-plan transfers to this Plan or to a plan in
the "aggregation group" shall be included in the "employee's" "cumulative
account" unless the transfer is initiated by the "employee" and made from a
plan maintained by an employer which is not a Participating Company or
Related Entity.

               (iii)     "DETERMINATION DATE" shall mean with respect to
any Plan Year the last day of the preceding Plan Year; however, for the
first Plan Year the term shall mean the last day of such Plan Year.

               (iv) "EMPLOYEE" shall mean any person (including a
beneficiary thereof) who has or had an Account held under this Plan or a
plan in the "aggregation group" including this Plan at any time during the
Plan Year or any of the four preceding Plan Years.  Any "employee" other
than a "key-employee" described in subsection 17(b)(v) shall be considered
a "non-key employee" for purposes of this Section 17.

               (v)  "KEY EMPLOYEE" shall mean any "employee" or former
"employee" (including a beneficiary thereof) who is, at any time during the
Plan Year, or was, during any one of the four preceding Plan Years any one
or more of the following:

                    (A)  an officer of a Participating Company or a Related
Entity whose annual compensation (as defined in subsection 17(b)(vi))
exceeds 50% of the dollar limitation in effect under Section 415(b)(1)(A)
of the Code, unless 50 other such officers (or, if lesser, a number of such
officers equal to the greater of three or 10% of the "employees") have
higher annual compensation;

                    (B)  one of the ten persons employed by a Participating
Company or Related Entity having annual compensation (as defined below)
greater than the limitation in effect under Section 415(c)(1)(A) of the
Code, and owning (or considered as owning within the meaning of Section 318
of the Code) more than 1/2% interest as well as one of the largest
interests in all  Participating Companies or Related Entities.  For
purposes of this subsection (B), if two "employees" have the same interest,
the one with the greater compensation shall be treated as owning the larger
interest;

                    (C)  any person owning (or considered as owning within
the meaning of Section 318 of the Code) more than 5% of the outstanding
stock of a Participating Company or a Related Entity or stock possessing
more than 5% of the total combined voting power of such stock;

                    (D)  a person who would be described in subsection (C)
above if 1% were substituted for 5% each place the same appears in
subsection (C) above, and who has annual compensation of more than
$150,000.

                    For purposes of determining ownership under this
subsection, Section 318(a)(2)(C) of the Code shall be applied by
substituting 5% for 50%.

               (vi) "COMPENSATION"  For purposes of this Section 17,
"compensation" shall mean compensation as defined in Section 415(c)(3) of
the Code, but including amounts contributed by the employer pursuant to a
salary reduction agreement which are excludable from the Employee's gross
income under Section 125, Section 402(a)(8), Section 402(h) or Section
403(b) of the Code.

          (c)  COMBINED BENEFIT LIMITATION.  For purposes of the
calculation of the combined limitation of subsection 5(c), "1.0" shall be
substituted for "1.25" each place the same appears in that subsection if
either (i) the "cumulative accounts" of "key employees" exceeds 90% of the
aggregate for all "employees" or (ii) the Participating Companies'
contribution allocated to Members who are not "key employees" does not at
least equal 4% of compensation (as defined in subsection 5(d)) or the
minimum defined benefit under a defined benefit plan does not meet the
requirement of Section 416(h)(2)(A)(ii) of the Code.

          (d)  VESTING.  The schedule set forth below shall  be substituted
for the schedule contained in subsection 8(d)(ii) to the extent it provides
for more rapid vesting.
                                             NONFORFEITABLE
              YEARS OF SERVICE                 PERCENTAGE
              ________________                 __________
                Less than 2 years                    0%
    2 years but less than 3 years                   20%
    3 years but less than 4 years                   40%
    4 years but less than 5 years                   60%
    5 years but less than 6 years                   80%
    6 years or more                                100%

                    The schedule above shall apply to all benefits accrued
as of the date the schedule becomes effective and all benefits accrued for
Plan Years thereafter to which this Section applies.  If the Plan ceases to
be top-heavy, no benefit which became nonforfeitable under the schedule
above shall become forfeitable.   For Members with three Years of Service
or more, the schedule shall continue to apply to  future accruals to the
extent it provides for more rapid vesting.

               (e)  MINIMUM CONTRIBUTION.  Minimum Participating Company
contributions and forfeitures for a Member who is not a "key employee"
shall be required in an amount equal to the lesser of 3% of compensation
(as defined in subsection 17(b)(vi) herein) or the highest percentage of
Participating Company contributions and forfeitures expressed as a
percentage of the first $200,000 (or an increased amount permitted under a
cost of living adjustment), contributed for any "key employee" under
Section 4.  (Effective for Plan Years beginning after December 31, 1993,
the $200,000 limitation shall be reduced to $150,000 or any indexed amount
pursuant to Code Section 401(a)(17).)  If the highest rate allocated to a
"key employee" for a year in which the plan is top heavy is less than 3%,
amounts attributable to a salary reduction shall be included in determining
contributions made on behalf of "key employees."  For purposes of this
subsection, employer social security contributions shall be disregarded. 
Each "non-key employee" of a Participating Company who has not separated
from service at the end of the Plan Year and who has satisfied the
eligibility requirements of subsection 3(a) shall receive any minimum
contribution provided under this Section 17 without regard to (i) whether
he is credited with 1,000 Hours of Service in the Plan Year (ii) earnings
level for the Plan Year or (iii) whether he elects to make contributions
under subsection 4(a).  If an "employee" participates in both a defined
benefit plan and a defined contribution plan, the minimum benefit shall be
provided under the defined benefit plan.  If an "employee" participates in
another defined contribution plan, the minimum benefit shall be provided
under the other defined contribution plan.
18.  MISCELLANEOUS
          (a)  INCAPACITY.  If the Committee determines that a person
entitled to receive any benefit payment is under a legal disability or is
incapacitated in any way so as to be unable to manage his financial
affairs, the Committee may make payments to such person for his benefit, or
apply the payments for the benefit of such person in such manner as the
Committee considers advisable.  Any payment of a benefit in accordance with
the provisions of this subsection shall be a complete discharge of any
liability to make such payment.

          (b)  REVERSIONS.  In no event, except as provided herein, shall
the Trustee return to a Participating Company any amount contributed by it
to the Plan.

               (i)  MISTAKE OF FACT.  In the case of a contribution made by
a good faith mistake of fact, the Trustee shall return the erroneous
portion of the contribution, without increase for investment earnings, but
with decrease for investment losses, if any, within one year after payment
of the contribution to the Fund.

               (ii) DEDUCTIBILITY.  To the extent deduction of any
contribution determined by the Company in good faith to be deductible is
disallowed, the Trustee, at the option of the Company, shall return that
portion of the contribution, without increase for investment earnings but
with decrease for investment losses, if any, for which deduction has been
disallowed within one year after the disallowance of the deduction.

               (iii)     INITIAL QUALIFICATION.  In the event there is a
determination that the Plan does not initially satisfy all applicable
requirements of Section 401 of the Code, all contributions made by a
Participating Company incident to that initial qualification shall be
returned to the Participating Company by the Trustee within one year after
the date on which the initial qualification is denied, but only if the
Company submitted an application for such initial determination by the due
date of the Company's income tax return for the taxable year in which the
Plan was adopted, or such later date as the Secretary may prescribe.

               (iv) LIMITATION.  No return of contribution shall be made
under this subsection which adversely affects the Plan's qualified status
under regulations, rulings or other published positions of the Internal
Revenue Service or reduces a Member's Account below the amount it would
have been had such contribution not been made.

                    This subsection shall not preclude refunds made in
accordance with subsections 4(b)(i), 4(d)(iii) and 4(g)(ii).

          (c)  EMPLOYEE DATA.  The Committee or the Trustee may require
that each Employee provide such data as it deems necessary upon his
becoming a Member in the Plan.  Each Employee, upon becoming a Member,
shall be deemed to have approved of and to have acquiesced in  each and
every provision of the Plan for himself, his personal representatives,
distributees, legatees, assigns, and beneficiaries.

          (d)  LAW GOVERNING.  This Plan shall be construed, administered
and applied in a manner consistent with the laws of the State of New York.

          (e)  PRONOUNS.  The use of the masculine pronoun shall be
extended to include the feminine gender wherever appropriate.

          (f)  INTERPRETATION.  The Plan is a profit sharing plan including
a qualified, tax exempt trust under Sections 401(a) and 501(a) of the Code
and a qualified cash or deferred arrangement under Section 401(k)(2) of the
Code.  The Plan shall be interpreted in a manner consistent with its
satisfaction of all requirements of the Code applicable to such a plan.
IN WITNESS WHEREOF, and as evidence of the adoption of this Plan by
the Company, it has caused the same to be signed by its officers thereunto
duly authorized, and its corporate seal to be affixed thereto, this 14th
day of December, 1994.

Attest:                            NEW PLAN REALTY TRUST

 /s/ Steven F. Siegel                        By   /s/ William Newman
_____________________                             ___________________

Secretary                                            Name: William Newman

                                        Title: Chief Executive Officer

[Corporate Seal]
APPENDIX A - TRA `86 COMPLIANCE EFFECTIVE DATES

The following Plan provisions have the Effective Dates listed below in
compliance with Sections 401 and 403(a) of the Internal Revenue Code, as
amended by the Tax Reform Act of 1986, the Omnibus Budget Reconciliation
Act of 1986, the Omnibus Budget Reconciliation Act of 1987, the Technical
and Miscellaneous Revenue Act of 1988, the Omnibus Budget Reconciliation
Act of 1989, the Omnibus Budget Reconciliation Act of 1993 and pertaining
to the status of any related trusts under Section 501(a):

PLAN 
SECTION         PROVISION           EFFECTIVE DATE
_________ ______________________________     ____________________________
1(i) Inclusion of 401(k) contri-   First day of 1987 Plan Year
     butions in definition of 
     "compensation" for all Plan 
     Sections

1(i) Compensation limited to  First day of 1989 Plan Year and
     $200,000for benefit accrual   first day of 1994 Plan Year, 
     and contribution allocation   respectively
     (with COLA adjustments); 
     Compensation limited to 
     $150,000 (with COLA 
     adjustments)  

1(l) Definition of "leased    January 1, 1987
     employee" and its inclusion 
     in the definition of 
     "Employee"     

1(o) Aggregation of Family Members      First day of 1987 Plan Year
     with Highly Compensated 
     Employees 

1(r) Definition of "Highly Compen- First day of 1987 Plan Year
     sated Employee"

3(a) 1 year maximum waiting period      First day of 1989 Plan Year
     for eligibility to make 401(k) 
     contributions

PLAN 
SECTION         PROVISION                      EFFECTIVE DATE
_________ ______________________________     ____________________________

4(b) Elective deferral limit (with      January 1, 1987
     COLA adjustments) and rules 
     for processing refunds

4(d) 401(k) discrimination testing,     First day of 1987 Plan Year
     rules for determining and 
     refunding excess contri-
     butions, et al

4(g)(i)-  401(m) discrimination testing,     First day of 1987 Plan Year
(vii)     rules for determining and 
     refunding excess aggregate 
     contributions, et al

4(g)(viii)     Multiple use discrimination   All Plan Years beginning after
     test (as modified by Revenue  December 31, 1988 or such later
     Procedure 89-65)    date provided in 1.401(m)-1(g)
          

5    Definition of "Annual    First day of 1987 Plan Year
     Additions"

9(a)(ii)  Date of commencement for      January 1, 1989
     Required Minimum Distribution

10   Rules for hardship  First day of 1989 Plan Year
     distributions

11   Rules for qualified plan loans     First day of 1989 Plan Year

11(b)(iv) Loan repayment provisions     Loans made, renewed,
          renegotiated, modified or
          extended on or after 
          January 1, 1987

17(b)(ii)      Fractional accrual rule for   First day of 1987 Plan Year
     determination of Top Heavy 
     status
EXHIBIT 5.1

Internal Revenue Service           Department of the Treasury

District                           10 MetroTech Center
Director                           625 Fulton Street
                                   Brooklyn, NY 11201

                                   Date:  March 22, 1993

Preferred Benefit Corporation      Specialist Name:
550 Pinetown                         Charlotte Allonder
Suite 450                          Telephone Number:
Fort Washington, PA  19034           (203) 773-2759
                                   Plan Name:  Preferred Benefit
                                   Corporation Volume Submitter
                                   Specimen 401(k) Plan - #801

                                   Date of Amendment:
                                     November 20, 1992

Sir/Madam:

The form of the above identified plan has been previously
approved for use as a volume submission plan in the Brooklyn
District, and was identified as Volume Submission Plan #D8110875.

The amendment to the form of the plan identified above is
acceptable under section 401(a) of the Internal Revenue Code. 
This amendment provides the changes as noted in Revenue Procedure
92-41 Section 5.05 (2), (3), (4), (6) & (7).

With the inclusion of this amendment the form of the plan
continues to be an approved volume submission plan, and will be
identified as Volume Submission Plan #D8110875A.

The issuance of this volume submitted letter affords adopting
employers no reliance.  In order to ensure reliance the employer
must apply or a determination letter from each individual key
district office, and each adopting employer must individually
amend the plan to remain in compliance.

This letter relates only to the acceptability of the form of the
plan under the Internal Revenue Code.  It is not a determination
of the effect of other Federal or local statutes.

                                   Sincerely yours,

                                   Chief, EP/EO Review Staff
EXHIBIT 23.1

Eichler Bergsman & Co., LLP
Certified Public Accountants
404 Park Avenue South - New York, New York 10016
Tel 212-447-9001  Fax 212-447-9006

               CONSENT OF INDEPENDENT ACCOUNTANTS

     We consent to the incorporation by reference in this
Registration Statement on From S-8 of our report dated August 19,
1994, on our audit of the Historical Summary of Revenues and
Certain Operating Expenses of certain properties acquired by New
Plan Realty Trust (the "Trust") for the year ending October 31,
1993, which are included in the Reports on Form 8-K/A of the
Trust dated September 1, 1994.  We also consent to the
incorporation by reference in this Registration Statement on Form
S-8 of our report dated October 4, 1994, on our audit of the
Historical Summary of Revenues and Certain Operating Expenses of
certain properties acquired by the Trust for the year ended
December 31, 1993, which are included in the Report of Form 8-K/A
of the Trust dated October 6, 1994.  We also consent to the
reference to our firm under the caption "Experts" in the
Prospectus and this Registration Statement of Form S-8.

                                   EICHLER, BERGSMAN & CO., LLP

New York, New York
February 28, 1995
EXHIBIT 23.2

Coopers                            Coopers & Lybrand L.L.P.
& Lybrand
                                   a professional services firm

               CONSENT OF INDEPENDENT ACCOUNTANTS

                    ________________________

We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated September 23, 1994, on
our audits of the consolidated financial statements and financial
statement schedules of New Plan Realty Trust (the "Trust") as of
July 31, 1994 and 1993 and for each of the three years in the
period ended July 31, 1994, which are included in the Annual
Report on Form 10-K of the Trust for the year ended July 31,
1994.

                                   COOPERS & LYBRAND L.L.P.

New York, New York
March 9, 1995